Finlay Minerals Ltd. - Management Reports 2021

FINLAY MINERALS LTD. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

Introduction

This management’s discussion and analysis is intended to supplement the audited financial statements and the financial condition and operating results of Finlay Minerals Ltd. (the “ Company ” or “ Finlay ”) for the year ended December 31, 2020. The discussion should be read in conjunction with the audited financial statements of the Company and the notes thereto for years ended December 31, 2020 and 2019. The audited financial statements are prepared in accordance with International Financial Reporting Standards (“ IFRS ”) and include the operating results of the Company. Unless expressly stated otherwise, all financial information is presented in Canadian dollars. This information is current to April 30, 2021.

Operations

The Company is focused on the exploration for gold-rich copper porphyry, epithermal gold, and mesothermal silvercopper targets in northern British Columbia, Canada. Details of the Company’s properties in the Toodoggone (the ATTY and PIL-Gold Properties) and the Silver Hope Property in Houston, BC can be found in news releases and on the Company website at www.finlayminerals.com.

On December 16, 2020, the Company announced completion of its 2020 field program on its PIL Property with a summary of the geological sampling, mapping and Terraspec work conducted. For more information, please see the Company’s news release dated December 16, 2020, entitled “ Finlay Minerals Completes its 2020 PIL Property Field Work ”.

On November 18, 2020, the Company announced completion of its 2020 drill and two field programs on the Silver Hope property. The mineralization seen and the estimated time for receipt of the drill assay results is expected to be in the first quarter of 2021, subject to potential laboratory delays due to COVID-19 restrictions. For more information, please see the Company’s news release dated November 18, 2020, entitled “ Finlay Minerals Completes its 2020 Silver Hope Property Field Work ”.

The management team is led by John Barakso, M.Sc., Geochemistry, who has 50 years of exploration experience and success in northern British Columbia. Mr. Barakso, a member of the Kemess & Equity Silver deposits discovery teams in the 1960’s with Kennco Explorations (Western) Ltd., has focused his attention in the Toodoggone over the last 30 years, accumulating key properties now held by Finlay Minerals Ltd. Additional members of the management team are Robert F. Brown, P. Eng., President & CEO and Warner Gruenwald, P. Geo, Vice President, Exploration, each of whom has over 30 years in the mineral exploration field, and Ilona Barakso Lindsay, Vice President, Corporate Relations.

Properties

Silver Hope Property:

The Silver Hope property surrounds and is contiguous with the southern boundary of the past-producing Equity Silver Mine (33,800,000 tonnes at an average grade of 0.4% Cu (copper), 64.9g/t Ag (silver), and 0.46g/t Au (gold) from open pit and underground mining). * The property is road accessible year-round for exploration programs and covers prospective geology believed to be favourable for the discovery of stratabound Cu-Ag-Au mineralization and porphyry Cu-Mo mineralization. ( _*** Reference: http://minfile.gov.bc.ca/Summary.aspx?minfilno=093L++001)_ .

Certain portions of the following information pertaining to the Company’s 2020 exploration program for the Silver Hope Property is derived from and based on the Company’s news release dated February 18, 2021, entitled “ Finlay Minerals intersects 10m of 65g/t Silver and 2.33% Copper at its Silver Hope Property ”. For more information, please see the news release, which is available on SEDAR at www.sedar.com.

In the fourth quarter of 2020, the Company completed its Phase II field program along with 1,192m of oriented-core drilling in six drill holes on its Gaul Zone. Each drill hole intersected mineralization demonstrating continuity with distinct Upper and Lower zones of mineralization with significant amounts of Pb and Zn present.

Drill Assay Highlights were:

10.00 metres (m) core length grading 65g/t silver (Ag) and 2.33% copper (Cu) in the Upper Zone of drill hole SH2006, and
25.0m grading 11g/t Ag and 0.50% Cu in the Lower Zone of drill hole SH20-06.

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The Company also confirmed that a property-wide, high resolution airborne magnetic survey, that had been completed earlier in the year, identified eight (8) target areas – many being new, unexplored targets. A large, key target area, referred to as the new Equity East Zone, was the focus of the 434-sample soil sampling survey.

Analytical results from the 2020 soil sample survey revealed anomalous Ag and Cu at the perimeters of the Equity East and Allin Creek Zone grids - coincident with airborne magnetic and ZTEM anomalies.

2020 Drill Results Table

Hole ID	Section From (m)	Au g/t	ZONE
SH20-01	6004800N 80.84 87.59 6.75	0.03 8.87 0.42 0.00 0.03	Upper
SH20-02	6004800N 36.50 42.35 6.75	0.05 18.34 0.87 0.00 0.07	Upper
SH20-02	6004800N 69.26 97.28 28.02	0.17 27.57 0.29 0.04 0.26	Lower
includes	6004800N 96.00 97.28 1.28	2.08 363.00 0.25 0.03 0.03	Lower
SH20-03	6004750N 55.75 59.00 3.25	0.04 19.36 0.77 0.01 0.01	Upper
SH20-03	6004750N 92.70 125.84 33.14	0.06 12.30 0.47 0.03 0.07	Lower
SH20-04	6004750N 72.20 78.20 6.00 6004750N 76.41 77.30 0.89	0.23 57.32 0.79 0.18 0.70 0.99 229.00 1.46 0.94 3.87	Upper Upper
includes
SH20-04	6004750N 93.69 110.21 16.52	0.07 14.27 0.39 0.02 0.07	Lower
SH20-05	6004850N 24.51 48.00 23.49 6004850N 33.28 36.00 2.72	0.06 20.98 0.82 0.01 0.02 0.15 74.30 3.14 0.02 0.01	Upper Upper
includes
SH20-05	6004850N 105.00 126.22 21.22	0.13 12.89 0.41 0.03 0.11	Lower
SH20-06	6004850N 27.00 37.00 10.00 6004850N 34.50 37.00 2.50	0.11 65.04 2.33 0.04 0.01 0.20 109.40 3.87 0.10 0.02	Upper Upper
includes
SH20-06	6004850N 103.00 128.00 25.00	0.22 10.71 0.50 0.02 0.29	Lower
includes	6004850N 127.00 128.00 1.00	4.68 113.00 1.78 0.45 7.04	Lower

Intervals are core lengths. True widths are estimated to be 70-90% of true widths.

In 2021, the Company expects to conduct and expand the geochemical and geological surveys in the Equity East Zone to locate the source of the multi-element soil anomalies discovered during the 2020 field work program. The Company also plans to conduct an induced polarization (IP) survey to test the ZTEM resistivity anomalies, and possibly conduct drilling to test significant IP chargeability anomalies for mineralization.

Previous Quarters relating to the Silver Hope Property

In June, 2019 soil, silt, rock and glacial till sampling was conducted on four separate property areas. In the “West Grid” soil and rock sampling along with prospecting was conducted to follow-up on anomalous gold-in-soil. Results indicated that the scattered geochemical anomalies and anomalous float were likely glacially transported from the northeast. Further east, “Anomaly B”, a 2018 coincident multi-element soil and IP anomaly, was tested by close spaced soil lines and rock sampling. Positive geochemistry suggests the presence of polymetallic mineralization similar to that identified in drill hole SH11-12 (Superstition Zone). In a third area, “6044”, soil, till and rock samples were collected “up-ice” of a multi-element anomalous glacial till sample from a 2010, BC Geological Survey (BCGS). Anomalous multi-element geochemical results suggest a possible easterly mineralized source. Most of the Company’s 2019 work focused around Allin Creek in the eastern part of the property. BCGS till sampling in this area yielded among the highest multi-element values of a regional till survey and was also the site of mineralized float discovered in 1992. Till and soil samples were collected from three N-S lines and along a new logging road. Anomalous tills on the two west grid lines and sharp till anomaly cut-off to the east suggests an east to northeasterly source.

Targets warranting further work include Anomaly B, 6044 and Allin Creek.

In the second quarter of 2019, the Company announced through a news release (Reference: NR02-19 dated April 23, 2019, entitled “Finlay Identifies Multiple Geophysical Anomalies on its Silver Hope Property) , the results of the 14.4 linekilometer geophysical survey (deep Volterra 3D Induced Polarization (IP)/ resistivity and associated magnetotelluric (MT) Page 2 of 13

survey) conducted in late 2018. Survey highlights were:

§ The survey revealed deep chargeability targets starting at 400 metre (m) depths and extending to +600m below the MAIN/DEEP HORIZON stock-work and vein mineralization, immediately SSW of the former Equity Silver Mine’s Southern Tail and Main Zones;
§ The increased detail of the IP survey shows that the IP / resistivity features mimic the volcanic host rock strata orientations - an insight that will help with geological modelling and drill testing;
§ Prominent chargeability and resistivity anomalies were identified from near the Equity Silver Mine property boundary at the north of the property south through the West Horizon, Hope, Superstition and Gaul Zones and specifically coinciding with the West Horizon and the Hope Zone (Cu-Ag-Au mineralization);
§ With increasing depth and especially by 400m, the anomaly trends south-southeast extending to just east of the Superstition Zone and is over one kilometer long and 300m to 400m wide with a very strong chargeability core in the West Horizon-Hope Zones; and
§ Only two Finlay drill holes ever penetrated to this depth and both encountered mineralization. This IP anomaly is also very evident along chargeability sections where it is clearly not drill tested.

On February 26, 2015, the Company announced through a news release (Reference: NR01-15 dated February 25, 2015, entitled “Finlay Minerals Ltd. Continues to Expand The Copper-Silver-Gold Mineralization at the Silver Hope with a 10.25 Metre Intercept of 4.32% Copper Equivalent”) , the results of a three-hole drilling program (1,200m) conducted in late 2014.

The drill program highlights, and significant mineralized intersections are found in the following table:

For a Drill Hole Location Map please go to the Company’s Silver Hope Property page at www.finlayminerals.com

Significant Intersections- Silver Hope	Significant Intersections- Silver Hope	Significant Intersections- Silver Hope	2014
From (m)	To (m)	Length (m) Au g/t	Ag g/t	Cu %	Copper Equivalent %
38.00	99.25	61.25 0.050	55.29	0.29	0.90
*62.60*	*82.00*	*19.40* *0.048*	*10.26*	*0.34*	*0.49*
*89.00*	*99.25*	*10.25* *0.195*	*318.77*	*0.88*	*4.32*
224.25	251.50	27.25 0.081	5.71	0.23	0.36

	Significant Intersections- Silver Hope 2014	Significant Intersections- Silver Hope 2014	Significant Intersections- Silver Hope 2014	Significant Intersections- Silver Hope 2014	Significant Intersections- Silver Hope 2014	Significant Intersections- Silver Hope 2014	Significant Intersections- Silver Hope 2014
DDH	From (m)	To (m)	Length (m)	Au g/t	Ag g/t	Cu %	Copper Equivalent %
SH14-02 *Includes* *Includes*	38.00 *62.60* *89.00* 224.25	99.25 *82.00* *99.25* 251.50	61.25 *19.40* *10.25* 27.25	0.050 *0.048* *0.195* 0.081	55.29 *10.26* *318.77* 5.71	0.29 *0.34* *0.88* 0.23	0.90 *0.49* *4.32* 0.36
SH14-03 *Includes* *Includes*	18.00 165.00 251.40 310.30 *310.30* *363.20* 426.00	59.20 201.70 258.80 401.00 *318.55* *401.00* 473.00	41.20 36.70 7.40 90.70 *8.25* *37.80* 47.00	0.013 0.012 0.172 0.041 *0.033* *0.022* 0.042	2.31 3.44 25.89 8.79 *17.30* *12.31* 13.47	0.14 0.14 0.29 0.15 *0.40* *0.22* 0.04	0.18 0.18 0.69 0.28 *0.60* *0.36* 0.21

Notes:

Copper Equivalent (CuEQ) is calculated using the following metal prices (as of 2015): Gold: $1,200/oz USD; Copper: $2.50/lb USD; Silver: $16.00/oz USD. Assumptions are 100% metallurgical recovery and net smelter returns.
Lengths reported as core length (m). Results are weighted averages with no top cutting and no internal waste.
Most samples are from 1 to 3 m long. Precious metals range from <0.01 to 1.125g/t Au and 1.0 to 1,270g/t Ag.
Finlay employs a rigorous quality assurance/quality control (QA/QC) program on the Silver Hope Property that includes the regular insertion of certified reference standards and blanks along with duplicate samples.
Warner Gruenwald, P.Geo, Vice President, Exploration for Finlay Minerals Ltd., is the Qualified Person as defined by National Instrument 43-101 and he has prepared the scientific and technical content of this document. Sample analysis was conducted by Acme Analytical Laboratories Ltd. in Vancouver, BC.

Drilling in 2014 continued to demonstrate the presence of copper-silver and gold mineralized zones along the Main and Main Deep Horizon in a geological setting similar to the former Equity Silver Mine. The Company’s work has now extended the strike length of these mineralized horizons to 1.73 km.

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A brief outline of the Company’s previous exploration programs are as follows:

2010 and 2011 exploration resulted in the discovery of a previously unknown but sizable Cu-Mo porphyry referred to as the WEST Horizon. One example of the size of the West Horizon porphyry is exemplified by drill hole SH11-05 (603.0m), a vertical hole that intersected porphyry mineralization from top to bottom with intersections including 182m of 0.31% Cu and 0.013% Mo followed deeper by 364m of 0.11% Cu and 0.057% Mo. (Reference: NR06-11 dated June 2, 2011, entitled “Finlay Minerals Ltd. Reports the Results of a Winter Program at the Silver Hope Project”).

The 2010 and especially the 2011 drilling programs were also successful in the discovery of mineralization beneath the known mineral occurrences and well below the depths of historic drilling. This was exemplified by drill hole SH11-12 near the Superstition Zone that returned 76m at 0.43g/t Au, 29g/t Ag and 0.20% Cu. (Reference: NR10-11 dated November 29, 2011, entitled “Finlay Minerals drills 76 metres of 0.43 g/t gold, 29.37 g/t silver & 0.19% copper (0.91% CuEQ) in a new style of mineralization on the Silver Hope Property”). The drill hole also yielded a geochemical signature thought to be related to a deep magmatic (intrusive) source. This discovery identified the potential for deep polymetallic replacement-type mineralization along a five kilometer “mine structure” (i.e. Equity Silver South). The Company refers to this mineralization as the MAIN DEEP Horizon.

The 2011 program also resulted in the discovery of high-grade, structurally-related mineralization in drill hole SH11-08 (2.0m @ 498g/t Ag and 0.22% Cu) in the EAST Horizon. This area also exhibits very high pathfinder soil geochemistry as well as a prominent deep gravity anomaly postulated to be related to a deep intrusive source not yet intersected by drilling.

Further details are available on the Finlay website under the Silver Hope Property .

PIL Property:

The PIL property, situated within the Toodoggone mineral district, hosts three deposit types, namely Cu-Mo-Au porphyry (NW, NE, and PIL South Zones), volcanic-hosted epithermal Au-Ag (Atlas, Pillar East) and alkalic (monzonite) Cu-Ag (Copper Cliff Zone).

In the fourth quarter of 2020, the results of the field program conducted in the third quarter on the PIL property were reported. The three-week geology and alteration mapping program, with associated rock and soil sampling, was conducted over a series of porphyry copper and epithermal gold-silver targets on the PIL property. This program was based on a compilation of all previous exploration work and government airborne magnetic and radiometric surveys. Porphyry copper targets mapped and sampled during the 2020 program included the PIL South, Copper Ridge, WG, Gold and Spruce Zones. Epithermal targets reviewed included the Atlas (East and West) and Pillar East Zones. A total of 397 soil and 133 rock samples were collected for multi- element analysis. In addition, 172 rock samples were collected for hyperspectral analysis. For more information, please see the Company’s news release dated December 16, 2020, entitled “ Finlay Minerals Completes its 2020 PIL Property Field Work ”.

The 2020 PIL field program has given further credence to the property having eight copper porphyry and polymetallic targets at variable depths as shown by Terraspec hyperspectral analysis, regional mapping/prospecting and data compilation. This work complements Finlay’s previous discovery of the Northwest Zone porphyry related coppermolybdenum mineralization. The Company's 2021 plans include expansion of the 2020 work, deep IP geophysics, and drilling.

The planned property-wide airborne magnetic survey was unfortunately not flown during the 2020 field program due to a shortage of helicopters and adverse weather conditions. The Company expects to conduct such survey in 2021 when conditions permit.

Atlas and Pillar East Zones

The Company’s exploration of these zones situated in the southeast portion of the property dates to 2005. The primary target has been volcanic-hosted epithermal Au-Ag mineralization. Details are available on the Finlay website www.finlayminerals.com under the PIL Property .

Previous quarters relating to the Atlas and Pillar East Zones

Atlas East & Pillar East Zones -

In the third quarter of 2019 the Company conducted exploration work at several sites in the Pillar East and Atlas East epithermal Au-Ag Zones. The primary focus was to carry out trenching and detailed rock sampling to follow-up on Page 4 of 13

previously identified Au-Ag mineralization. A small amount of prospecting and rock sampling was also conducted. In 2018, the Company conducted geological mapping, hand trenching and sampling along the 800m extent of what was believed to be the ENE trending Au-Ag Epithermal Zone immediately north of the Copper Cliff (Cu-Ag) Zone in the Pillar East area. On September 20, 2018, the Company announced through a news release ( Reference: NR 06-18 dated September 20, 2018, entitled “Finlay Discovers High Grade Gold-Silver on its PIL Property” ) the results of this field work and reported that there are instead a number of mineralized zones with several orientations that occur over an area estimated at 500 – 800 metres long by ~100 metres wide. Highlights of the 2018 program are:

Channel sampling from 14 trenches scattered along 500m of the 800m trend;
9 new Au-Ag mineralized structures (zones) were identified;
The most significant trenches, T1 and T2, targeted a high-grade discovery from 2017. Work exposed steeply dipping, northwest striking mineralized zones comprised of silicification, quartz veining and quartz-carbonate breccias. Several trenches exposed mineralized and structural (fault) zones that strike northerly and dip near vertically suggesting two or more structural orientations;
23 trench samples returned greater than (>) 1,000 ppb (1.00g/t) Au and ranged up 20.63g/t Au;
15 trench samples assayed > 50g/t Ag and ranged up to 694g/t Ag;
Free gold, electrum and argentite (silver) were visually identified in four samples from Trench T2;
Metallic analysis of higher-grade samples confirmed the presence of coarse gold and silver; and
Galena (Pb), sphalerite (Zn) and chalcopyrite (Cu) are present in many of the new zones.

The table below displays the significant trench sampling results.

Trench	Sample	Interval (m)	Au (g/t)	Ag (g/t)	AuEq (g/t) *
T1 T1 T1	T1-02 T1-07 T1-08	1.00 0.40 0.80	2.67 5.70 8.35	102.00 48.90 64.50	3.87 6.27 9.11
T2 T2 *includes* T2 T2 T2 *includes* T2 T2 T2 *includes* T2 T2 T2	T2-10, 11 T2-13 - 15 *T2-13* T2-18, 19 T2-22 T2-25, 27 *T2-25* T2-33 T2-34, 35 T2-39, 40 *T2-40* T2-42, 43 T2-46 T2-48	1.30 1.25 *0.40* 0.85 0.25 0.95 *0.35* 0.45 1.35 1.25 *0.45* 1.30 0.70 1.15	2.94 6.16 *12.22* 4.19 5.29 8.13 *20.63* 3.22 4.26 5.29 *14.22* 1.49 3.08 1.08	48.42 191.10 *567.00* 109.29 87.00 269.64 *694.00* 49.50 33.70 44.71 *113.00* 33.52 26.20 4.00	3.51 8.41 *18.89* 5.48 6.31 11.30 *28.79* 3.80 4.65 5.82 *15.55* 1.89 3.39 1.13
T6 T6	T6-01 T6-07	1.15 0.75	2.44 1.71	16.60 102.00	2.63 2.91
T8	T8-02	0.55	2.34	86.00	3.35
T11	T11-01	2.05	1.62	9.10	1.73
T13	T13-01	1.40	5.22	19.00	5.44

Notes to Table of Significant Results:

All intervals represent true width;
AuEq* was calculated using the ratio of 1:85 (Au – USD $1,200/oz, Ag – USD $14.00/oz); 3. Assay values are uncut.

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In 2017, the Company conducted an airborne magnetic survey, geological mapping, soil and rock sampling, and an Induced Polarization (IP) geophysical survey over the Copper Cliff area and adjacent 800 metre (m) long Gold-Silver (Au-Ag) Epithermal structure (Reference: NR04-18 dated April 24, 2018, entitled “PIL PROPERTY UPDATE including suboutcrop grab sample assaying 19.96 g/t gold and 423 g/t silver”) . The 2017 exploration highlights were:

§ a quartz breccia grab sample along the trend of the Au-Ag Epithermal Zone graded 19.95g/t Au and 423g/t Ag. Sample is 40m south of a 2016 discovery of a 0.5m quartz breccia assaying 6.56g/t Au and 13.1g/t Ag;
§ an unusual breccia dike, 1.5km westerly in the Atlas Zone, containing granitic fragments not mapped in the area was selectively sampled and returned 2.76% Cu and 52g/t Ag;
§ IP survey identified a general increase in chargeability values with a weak but well-defined chargeability anomaly visible at the southern portion of the Au-Ag Epithermal Zone and north of the Copper Cliff; and
§ the geological mapping interprets the Copper Cliff Cu-Ag mineralization as contact zones of hypabyssal (shallow depth) monzonite bodies and Toodoggone volcanic rocks.

Work in 2016 tested many of the strongest gold-in-soil and rock sample anomalies from previous programs. In virtually every case, anomalous gold-in-soil was confirmed by evidence of quartz veining, stockwork or quartz breccias. Of the ten soil samples containing >0.1g/t Au, nine yielded from 1.1 to 50.3g/t Ag with one soil sample assaying 232g/t Ag. Twelve of the sixteen rock samples collected during the follow-up work returned anomalous Au and Ag ranging from background to 6.57g/t Au and background to 69.7g/t Ag respectively. Many of the anomalous soil and rock samples also contain significant amounts of lead (Pb) and zinc (Zn) occasionally grading over 0.5% combined Pb-Zn. (Reference: NR06-16 dated October 25, 2016, entitled “Finlay Minerals Ltd. discovers an alkalic porphyry copper-silver system on its PIL Property”).

During this program copper mineralized bedrock was discovered uphill (south) of the copper mineralized talus samples found in 2015. Petrographic analysis describes this rock as potassic altered hypabyssal (shallow) monzonite porphyry with abundant chalcopyrite mineralization in contrast to volcanic tuff as seen on talus slopes below. Mineralized bedrock extends at least 40 metres east-west by 30 metres north-south. Malachite on steep rock faces to the east and copper mineralization on the talus slope below indicates that the Copper Cliff Zone is larger. Of eleven rock samples collected all contain disseminated chalcopyrite mineralization. In some areas chalcopyrite concentrations exceed 5%. Copper and silver assays range from 0.05% to 1.04% Cu and 2.8 to 23.9g/t Ag respectively .

In 2015, abundant chalcopyrite and malachite (copper minerals) were found in volcanic rocks on a large talus slope while exploring near the southern part of the epithermal gold-silver zone. Four composite rock samples collected from the slope returned 0.99% to 1.67% copper (Cu) and up to 33.8g/t silver (Ag ) (Reference: NR03-16 dated April 29, 2016, entitled “Gold and copper discoveries on Finlay’s Pil Property in the Toodoggone Region, BC”).

The Company believes that the coincidental association of a very large airborne Thorium/Potassium anomaly, the Atlas East and Pillar East Epithermal Au-Ag Zones, the Copper Cliff occurrences, and granitic clasts in copper mineralized breccia dikes are potentially related to the effects of a large, deep-seated alkalic porphyry system.

No deep drilling has ever been conducted at any of the PIL Property’s mineralized zones.

Further details are available on the Finlay website under the PIL Property .

ATTY Property:

The ATTY Property adjoins Centerra Gold Inc.’s (formerly AuRico Metal Inc.’s) Kemess Project. The Kemess Project has three components to it: the existing Kemess South milling facility, the feasibility stage Kemess Underground deposit, which is within 1.0 km of ATTY’s border and under construction, and the Kemess East deposit which is adjacent to the Kemess Underground deposit and contiguous with the ATTY property boundary. In the last quarter of 2017, AuRico Metals was purchased by Centerra Gold.

On March 1, 2018, Finlay optioned the ATTY Property to Serengeti Resources Inc. for $1.85 million in consideration and $12 million of work over 8 years. (Reference: NR01-18 dated March 5, 2018.)

On June 24, 2020, Serengeti terminated the option agreement. For more information, please see the Company’s news release dated June 30, 2020, entitled “ Finlay Minerals Ltd. Reports on its AGM and Announces the Termination of the ATTY Option Agreement ”. The ATTY Property has fully reverted back to the Company with all the mineral tenures being

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in good standing until 2030.

No field work was conducted on the ATTY Property in the fourth quarter of 2020. In early 2021, the Company commenced a compilation of all historical data including IP, geophysics, geochemistry, drilling, regional airborne magnetics and K/Th surveys with the goal of targeting the fault offset portion of Centerra Gold’s Kemess East deposit, in addition to exploring for new porphyry Cu-Au-Ag-Mo mineralization.

Previous quarters relating to the ATTY Property

In the second and third quarters of 2019, Serengeti conducted field work on the ATTY Property and drilled 6 core holes totaling 2,318m. For further details on Serengeti’s results and work on the ATTY in these and prior quarters, reference Serengeti’s news release 2019-15 dated October 9, 2019 on SEDAR.

Serengeti conducted $300,000 of field work during the third and fourth quarters of 2018 (geological mapping, relogging and sampling existing core, and IP geophysics) resulting in the identification of 4 drill targets - one of which had already been discovered and/or indicated through the Company’s 2007 Titan IP geophysical survey. For further information and details on Serengeti’s 2018 work on the ATTY, reference: Serengeti’s news release dated October 9, 2019 (NR 2018-15) filed on SEDAR.

On January 13, 2017 AuRico Metals Inc., the previous owner of the Kemess Project directly south of ATTY, announced an expanded high-grade core to the Kemess East deposit increasing the indicated tonnage from the previous 2016 resource estimate by 250%. The Kemess East Project is an underground deposit with no surface expression which continues to be open north and south of the deposit.

On March 15, 2017, AuRico Metals Inc. announced that it had received Environmental Assessment approval for the Kemess Underground Project.

The southern portion of the ATTY claim (due north of the Kemess property) has a similar geological setting to the Kemess copper-gold deposits. The Company’s Titan geophysical survey program during the summer of 2007 identified deep chargeability anomalies potentially indicating that copper-gold porphyry mineralization of the Kemess East Zone being drilled by AuRico Metals Inc. may extend onto the ATTY property.

Further details are available on the Finlay website under the ATTY Property .

Selected Annual Information

The following table sets forth selected audited financial information of the Company for the last three completed financial years:

		Fiscal Years Ended
	December 31, 2020	December 31, 2019	December 31, 2018
Revenue	$nil	$nil	$nil
Net Income (Loss) & Comprehensive Income (Loss)	($10,837)	($109,835)	($139,571)
Income (Loss) Per Share	($0.00)	($0.00)	($0.00)
Total Assets	$9,239,650	$9,326,253	$8,471,858
Deferred Income Taxes	$1,639,930	$1,506,803	$1,561,880
Total Long-Term Financial Liabilities	$nil	$nil	$nil

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Summary of Quarterly Results

The following table sets forth selected financial information for each of the last eight most recently completed quarters:

		Quarters Ended	Quarters Ended
	December 31, 2020	September 30, 2020	June 30, 2020	March 31, 2020
Revenue	$nil	$nil	$nil	$nil
Net (Loss)/Income and Comprehensive Loss	$32,120	($5,818)	($28,713)	($8,426)
(Loss)/ Income Per Share	(0.00)	($0.00)	($0.00)	($0.00)
	December 31, 2019	September 30, 2019	June 30, 2019	March 31, 2019
Revenue	$nil	$nil	$nil	$nil
Net (Loss)/Income and Comprehensive Loss	($66,803)	($8,072)	($24,314)	($10,646)
(Loss)/Income Per Share	($0.00)	($0.00)	($0.00)	($0.00)

Financial Condition

During the three months ended December 31, 2020, general and administrative expenses for the period were $14,873 compared to $53,967 for the three months ended December 31, 2019. The decrease was primarily due to a decrease in share-based payments of $14,744, a decrease in trust & filing of $5,679, a decrease in advertising and promotion of $4,995, a decrease in rent of $2,369, a decrease in legal and accounting of $811, a decrease in insurance of $786, a decrease in telephone of $244, and a decrease in salaries and benefits of $31. This was offset by an increase in office and administration of $564.

Correspondingly, during the twelve months ended December 31, 2020, general and administrative expenses for the period were $107,933 compared to $141,182 for the twelve months ended December 31, 2019. The decrease was primarily due to a decrease in share-based payments of $14,744, a decrease in trust & filing fees of $7,992, a decrease in legal and accounting of $4,665, a decrease in rent of $3,458, a decrease in travel and accommodation of $2,084, a decrease in bank charges and interest of $1,458, a decrease in insurance of $518, a decrease in telephone of $414, and a decrease in salaries and benefits of $31. This was offset by an increase in office and administration of $1,529 and an increase in advertising and promotion of $586.

At December 31, 2020 the Company had current assets of $325,363 (2019 - $1,110,483). Exploration and evaluation asset additions for the year totalled $698,517 (2019 - $14,799). The Company’s working capital was $309,688 (2019 - $885,915).

For further details regarding the exploration and evaluation asset additions for 2020, refer to Note 5 of the audited financial statements of the Company dated December 31, 2020 and December 31, 2019.

There has been no change in the nature or manner in which business is conducted nor in business conditions which would be expected to affect the Company’s financial results. All results are reported in Canadian dollars.

Capital Resources and Liquidity

The Company is in the exploration stage and, therefore, has no cash flow from operations. At December 31, 2020, the Company had cash and cash equivalents of $ 226,086 (2019- $1,059,035).

On December 18, 2019, the Company completed a private placement financing (the “ Private Placement ”) comprising the issuance of: (i)10,000,000 units (the " Units "), at a price of $0.05 per Unit, with each Unit comprising one common share of the Company and one common share purchase warrant (each, a " Unit Warrant "); and (ii) 6,250,000 units (each, a " FT Unit "), at a price of $0.08 per FT Unit, with each FT Unit comprising one common share of the Company which qualifies as a "flow-through share" within the meaning of the Income Tax Act (Canada) (each, a “ FT Unit Share ”) and one-half of one Unit Warrant. Proceeds raised through the issuance of FT Unit Shares were used by the Company to incur eligible Canadian Exploration Expenses, as defined under the Income Tax Act (Canada). As at December 31,

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2020, the Company had spent all of the flow-through funds raised through the issuance of FT Unit Shares pursuant to the Private Placement.

At present, the Company’s operations do not generate cash flows and its financial success is dependent on management’s ability to discover economically viable mineral deposits. The mineral exploration process can take many years and is subject to factors that are beyond the Company’s control.

The Company currently has sufficient financial resources to meet its administrative overhead and property commitments going forward and is confident that it can raise additional funds to undertake all its planned exploration activities.

Investor Relations

The Company maintains a website at www.finlayminerals.com for investor reference and liaises directly with investors.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Related Party Transactions

There were no related party transactions during the year other than those described in Notes 6, 7 and 8 to the audited financial statements of the Company for years ended December 31, 2020 and 2019.

Critical Accounting Estimates

A detailed summary of all the Company’s significant accounting policies is included in Note 2 of the audited financial statements of the Company for the years ended December 31, 2019 and 2018.

Changes in Accounting Policies including Initial Adoption

Refer to Note 3 of the audited financial statements of the Company for years ended December 31, 2020 and 2019.

Financial Instruments and Financial Risk

The Company’s financial instruments, at December 31, 2020, consist of cash, reclamation deposits, amounts receivable, accounts payable and accrued liabilities and amounts due to related parties. Cash has been classified as financial assets at fair value through profit or loss and is recognized at fair value. Reclamation deposits and amounts receivable have been classified as loans and receivables, the carrying values of which approximate their fair values due to their short-term nature. Accounts payable and accrued liabilities and amounts due to related parties are classified as other financial liabilities, measured at amortized cost using the effective interest rate method; however, due to their shortterm nature, their carrying amounts approximate fair value. Refer to Note 10 of the Company’s audited financial statements for the years ended December 31, 2020 and 2019 for a discussion on risks associated with the Company’s financial instruments.

Outstanding Share Data

The Company’s authorized share structure consists of an unlimited number of common shares without par value, 100,000,000 Class A Preference shares and 100,000,000 Class B Preference shares. As at April 30, 2021 there were 93,274,991 common shares outstanding. No Class A or Class B Preference shares have been issued.

The Company has a stock option plan. As at April 30, 2021, there were 3,750,000 stock options outstanding, all of which have vested.

The Company has 16,207,166 warrants outstanding at April 30, 2021.

Subsequent Events

Mr. Peter Tegart tendered his resignation as a director of the Company on April 7, 2021; his resignation is effective April 30, 2021. Mr. Warner Gruenwald tendered his resignation as director and Vice President, Exploration of the Company on April 28, 2021, effective immediately.

The Board of Directors is actively seeking to fill these two vacancies on the Board.

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RISK AND UNCERTAINTIES

Risks of the Company’s business include the following:

Mining Industry

The exploration for and development of mineral deposits involve significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to establish ore reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the current exploration programs planned by the Company will result in a profitable commercial mining operation.

Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are the particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as metal prices which are highly cyclical and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.

Mining operations generally involve a high degree of risk. The Company’s operations are subject to all the hazards and risks normally encountered in the exploration, development and production of ore, including unusual and unexpected geology formations, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Although adequate precautions to minimize risk will be taken, milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas, which may result in environmental pollution and consequent liability.

The Company’s mineral exploration activities are directed towards the search, evaluation and development of mineral deposits. There is no certainty that the expenditures to be made by the Company as described herein will result in discoveries of commercial quantities of ore. There is aggressive competition within the mining industry for the discovery and acquisition of properties considered to have commercial potential. The Company will compete with other interests, many of which have greater financial resources than it will have for the opportunity to participate in promising projects. Significant capital investment is required to achieve commercial production from successful exploration efforts.

Government Regulation

The exploration activities of the Company are subject to various federal, provincial and local laws governing prospecting, development, production, taxes, labour standards and occupational health, mine safety, toxic substance and other matters. Exploration activities are also subject to various federal, provincial and local laws and regulations relating to the protection of the environment. These laws mandate, among other things, the maintenance of air and water quality standards, and land reclamation. These laws also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Although the Company’s exploration activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail production or development. Amendments to current laws and regulations governing operations and activities of exploration, mining and milling or more stringent implementation thereof could have a substantial adverse impact on the Company.

Permits and Licenses

The exploitation and development of mineral properties may require the Company to obtain regulatory or other permits and licenses from various governmental licensing bodies. There can be no assurance that the Company will be able to obtain all necessary permits and licenses that may be required to carry out exploration, development and mining operations on its properties.

Environmental Risks and Hazards

All phases of the Company’s mineral exploration operations are subject to environmental regulation in the various jurisdictions in which it operates. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of Page 10 of 13

proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations. Environmental hazards may exist on the properties on which the Company holds interests which are unknown to the Company at present, which have been caused by previous or existing owners or operators of the properties. The Company may become liable for such environmental hazards caused by previous owners and operators of the properties even where it has attempted to contractually limit its liability.

Government approvals and permits are currently, and may in the future be, required in connection with the Company’s operations. To the extent such approvals are required and not obtained the Company may be curtailed or prohibited from proceeding with planned exploration or development of mineral properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

Production of mineral properties may involve the use of dangerous and hazardous substances such as sodium cyanide. While all steps will be taken to prevent discharges of pollutants into the ground water, the Company may become subject to liability for hazards that cannot be insured against.

Commodity Prices

The profitability of mining operations is significantly affected by changes in the market price of gold and other minerals. The level of interest rates, the rate of inflation, world supply of these minerals and stability of exchange rates can all cause significant fluctuations in base metal prices. Such external economic factors are in turn influenced by changes in international investment patterns and monetary systems and political developments. The price of gold and other minerals has fluctuated widely in recent years, and future serious price declines could cause continued commercial production to be impracticable. Depending on the price of gold and other minerals, cash flow from mining operations may not be sufficient. Any figures for reserves presented by the Company will be estimates and no assurance can be given that the anticipated tonnages and grades will be achieved or that the indicated level of recovery will be realized. Market fluctuations and the price of gold and other minerals may render reserves uneconomical. Moreover, short-term operating factors relating to the reserves, such as the need for orderly development of the ore bodies or the processing of new or different grades of ore, may cause a mining operation to be unprofitable in any particular accounting period.

Uninsured Risks

The Company carries insurance to protect against certain risks in such amounts as it considers adequate. Risks not insured against include environmental pollution or other hazards against which such corporations cannot insure or against which they may elect not to insure.

Conflicts of Interest

Certain of the directors of the Company also serve as directors and/or officers of other companies involved in natural resource exploration and development. Consequently, there exists the possibility for such directors to be in a position of conflict. Any decision made by such directors involving the Company will be made in accordance with their duties and obligations to deal fairly and in good faith with the Company and such other companies. In addition, such directors will declare, and refrain from voting on, any matter in which such directors may have a conflict of interest.

Land Title

Although the Company has obtained title opinions with respect to certain of its properties, there may still be undetected title defects affecting such properties. Accordingly, such properties may be subject to prior unregistered liens, agreements, transfers or claims, and title may be affected by, among other things, undetected defects which could have a material adverse impact on the Company’s operations.

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Aboriginal Land Claims

No assurance can be given that aboriginal land claims will not be asserted in the future in which event the Company's operations and title to its properties may potentially be seriously adversely affected.

Public Health Crises such as the COVID-19 Pandemic

On March 11, 2020, the World Health Organization declared a global pandemic related to a novel coronavirus - COVID-19. On March 18, 2020, the Government of British Columbia declared a provincial state of emergency to support the province-wide response to the COVID-19 pandemic. This provincial state of emergency has been and continues to be on-going.

On April 23, 2020, Dr. Bonnie Henry, British Columbia’s Provincial Health Officer issued an Order of the Provincial Health Officer regarding Industrial Camps which pertains to field exploration activities in the province. Exploration work is permitted provided that all aspects of the Order are followed. This Order continues in effect. There is, however, ongoing uncertainty surrounding COVID-19 and the extent and duration of the impacts that it may have on the Company, including on the ability to conduct fieldwork on the Company’s properties safely in the coming months.

In addition, the risks of public health crises such as the COVID-19 pandemic to the Company’s business include, without limitation, the ability to raise funds, employee health, increased insurance premiums, limitations on travel, the availability of industry experts and personnel and other factors that will depend on future developments beyond the Company’s control. In particular, the continued spread of the coronavirus globally, prolonged restrictive measures put in place in order to control an outbreak of COVID-19 or other adverse public health developments could materially and adversely impact the Company’s business and exploration programs. In addition, the COVID-19 pandemic or the fear thereof could adversely affect global economies and financial markets resulting in volatility or an economic downturn that could have an adverse effect on the demand for metals and our future prospects.

Forward Looking Information

This Management Discussion and Analysis includes certain statements that may be deemed "forward-looking statements". All statements in this document, other than statements of historical facts, that address exploration, drilling and other activities and events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements in this document include, but are not limited to, statements regarding the planning, implementation and financing of future exploration plans and expenditures. Although Finlay believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those forward-looking statements. Factors that could cause actual results to differ materially from those in forward looking statements include, among other things, market prices, exploration results, continued availability of capital and financing and general economic, market or business conditions. These statements are subject to a number of risks, including, but not limited to, the risk factors set out in this document under the heading “Risks and Uncertainties”, and are based on a number of assumptions including, among other things, assumptions regarding general business and economic conditions, the timing and receipt of any regulatory and governmental approvals for the transactions described herein, the ability of Finlay and other parties to satisfy stock exchange and other regulatory requirements in a timely manner, the availability of financing for Finlay’s proposed transactions and programs on reasonable terms, and the ability of third party service providers to deliver services in a timely manner. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forwardlooking statements. Finlay does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future or otherwise, except as required by applicable law.

Qualified Person

Robert F. Brown, P. Eng., President & C.E.O. for Finlay Minerals Ltd., is the Qualified Person as defined by National Instrument 43-101 and has approved the technical and scientific information contained in this Management Discussion and Analysis.

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Additional information relating to the Company is available under its profile on www.sedar.com.

On behalf of the Board of Directors

“Robert F. Brown”

Robert F. Brown, P. Eng., President & C.E.O. Vancouver, April 30, 2021

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