General Copper Gold Corp. — Management Reports 2020

Dec 18, 2020

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MANAGEMENT’S DISCUSSION AND ANALYSIS

(Expressed in Canadian Dollars)

Year Ended August 31, 2020

Report Date – December 17, 2020

CELLSTOP SYSTEMS INC. Management’s Discussion and Analysis Year Ended August 31, 2020

Introduction

CellStop Systems Inc. (“CellStop” or the “Company”) is a publicly traded company incorporated on April 29, 1982, under the laws of British Columbia, Canada. The Company is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario, and its common shares are listed and posted for trading on the NEX Board (“NEX”) of the TSX Venture Exchange (the “TSX-V”) under the trading symbol "KNO.H". The Company was transferred to the NEX board of the TSX-V effective July 2, 2010 due to the Company’s lack of operations. The NEX allows the Company’s shares to continue trading while it analyzes project opportunities to resume active business. The Company is subject to restrictions on share issuances and certain types of payments as set out in NEX policies.

On July 29, 2020, the Company entered into a mineral property option agreement (the “Option Agreement”) to acquire 100% of the right, title and interest in and to the Clark’s Brook Property in central Newfoundland (see Off Balance Sheet Arrangements). In conjunction with the execution of the option agreement, the Company intends to voluntarily delist its common shares from trading on the NEX board of the TSX-V and concurrently apply to list its common shares for trading on the Canadian Securities Exchange (the “CSE”). The application to voluntarily delist from the TSX-V and list on the CSE will require majority shareholder approval, which is pending.

In order to satisfy the CSE listing requirements and finance the Company’s obligations under the Option Agreement, the Company intends to complete a non-brokered private placement of a minimum of 7,166,667 units (each, a "Unit") and a maximum of 10,000,000 Units at a price of $0.06 per Unit. Each Unit shall be comprised of one common share in the capital of the Company and one common share purchase warrant. Each warrant shall entitle the holder to purchase one common share at a price of $0.10 per share at any time within 18 months of the date of issuance of the warrant.

The Company also plans to complete a debt settlement to enable the Company to satisfy the working capital listing requirements of the CSE. The Debt Settlement will result in an aggregate of $479,400 of indebtedness being retired in consideration for the issuance of 7,989,997 Units at a price of $0.06 per Unit (same terms as the Units issued under the private placement). The proposed debt settlement and private placement remain pending and subject to the approval of the CSE in conjunction with the Company's intended application to list the common shares for trading on the CSE.

Assuming that the Company satisfies all conditions precedent to the completion of the transactions discussed in this press release, the Company plans to change its name to General Gold Resources Inc. immediately prior to the listing of its common shares on the CSE.

The Company’s registered and head offices are located at 1558 West Hastings Street, Vancouver, BC, V6G 3J4.

In accordance with Form 51-102F1, the following Management’s Discussion & Analysis ("MD&A") provides a review of activities, results of operations and financial condition of CellStop for the year ended August 31, 2020. The following discussion and analysis should be read in conjunction with the Company’s audited consolidated financial statements for the year ended August 31, 2020 and 2019 which were prepared in accordance with IFRS. All monetary amounts, unless otherwise indicated, are expressed in Canadian dollars.

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CELLSTOP SYSTEMS INC. Management’s Discussion and Analysis Year Ended August 31, 2020

Overall Performance and Results of Operations

During the year ended August 31, 2020, the Company completed a non-brokered private placement of $240,000 and entered into an option agreement to acquire a 100% interest in and to the Clark’s Brook property in conjunction with a proposed delisting from the NEX board of the TSX-V and a listing on the CSE. Prior to the current year end, the Company has historically been inactive while evaluating opportunities in various business sectors.

Year Ended August 31, 2020

During the year ended August 31, 2020, the Company reported a loss from operations of $201,991 as compared to a loss from operations of $136,159 for the year ended August 31, 2019, representing an increase in loss of $65,832. The increase in loss was primarily due to the following:

• Office and miscellaneous increased from $97 during the year ended August 31, 2019 to $16,091 during the year ended August 31, 2020 as the Company moved office spaces during the current year, incurring additional expenses.

During the year ended August 31, 2020, the Company reported a loss and comprehensive loss of $32,532 as compared to a loss and comprehensive loss of $133,951 for the year ended August 31, 2019, representing a decrease in loss of $101,419. The decrease in loss was primarily due to certain liabilities being forgiven by creditors during the current year end, in the amount of $169,459, in connection to a proposed corporate transaction that was terminated.

Three Month Period Ended August 31, 2020

During the three-month period ended August 31, 2020, the Company reported a loss and comprehensive loss of $93,550 as compared to a loss and comprehensive loss of $30,314 for the three-month period ended August 31, 2019, representing an increase in loss of $63,236.

Summary of Quarterly Results

The following table sets out selected unaudited consolidated financial information for the eight most recently completed quarters:

Three Months	August 31,	May 31,	February 29,	November 30,
Ended	2020	2020	2020	2019
	($)	($)	($)	($)
Total Revenue	Nil	Nil	Nil	Nil
Loss from
Operations	(93,550)	(30,257)	(39,867)	(38,317)
Income (Loss) and
Comprehensive
Income (Loss)	(93,550)	(24,853)	124,188	(38,317)
Basic and Diluted
Earnings (Loss) per
Share1	(0.01)	(0.00)	0.02	(0.01)

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CELLSTOP SYSTEMS INC. Management’s Discussion and Analysis Year Ended August 31, 2020

Three Months	August 31,	May 31,	February 28,	November 30,
Ended	2019	2019	2019	2018
	($)	($)	($)	($)
Total Revenue	Nil	Nil	Nil	Nil
Loss from
Operations	(32,522)	(32,099)	(39,206)	(32,333)
Loss and
Comprehensive Loss	(30,314)	(32,099)	(39,206)	(32,333)
Basic and Diluted
Lossper Share1	(0.01)	(0.01)	(0.01)	(0.01)

Selected Annual Information

The following table sets out selected annual financial information for the last three financial years ended August 31, 2020, 2019 and 2018. The financial data has been prepared in accordance with IFRS:

	August 31,	August 31,	August 31,
Years Ended	2020	2019	2018
	($)	($)	($)
Total Revenue	Nil	Nil	Nil
Operating Loss	(201,991)	(136,159)	(251,107)
Loss and Comprehensive Loss	(32,532)	(133,951)	(251,107)
Basic and Diluted Loss per Share	(0.00)	(0.03)	(0.05)
Total Assets	118,883	19,886	15,229
Total Non-Current Liabilities	139,331	116,025	74,825
Cash Dividends Declared	Nil	Nil	Nil

Capital Resources and Liquidity

The Company had a cash position of $828 and a working capital deficiency of $382,236 as at August 31, 2020, compared to $1,144 and $523,110 as at August 31, 2019, respectively.

During the year ended August 31, 2020, the Company completed a non-brokered private placement through the issuance of 4,800,000 units at a price of $0.05, generating gross proceeds of $240,000. Each unit consists of one common share and one-half of one common share purchase warrant exercisable at $0.10 for a period of 12 months from the date of issue.

The Company does not generate any revenue from its existing assets. As a result, it must fund all of its operational expenditures through the issuance of debt and equity.

During the year ended August 31, 2020 the Company issued unsecured notes payable for gross proceeds of $111,806 (August 31, 2019 - $32,100) and repaid a total of $136,200 (August 31, 2019 – $20,000). The notes bear interest at 10% per annum, compounded annually.

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CELLSTOP SYSTEMS INC. Management’s Discussion and Analysis Year Ended August 31, 2020

During the year ended August 31, 2019, the Company received an unsecured loan of $80,000 from a creditor to be used to pay expenses which were incurred pursuant to a proposed corporate transaction between the creditor and the Company. The loan bears interest at 10% per annum and matures on or before December 31, 2019, unless the creditor determines not to proceed with the proposed corporate transaction with the Company, in which case the loan and any accrued interest will be forgiven by the creditor.

During the year ended August 31, 2020, the $80,000 unsecured loan and $3,792 in accrued interest was written off as the creditor determined not to proceed with the proposed corporate transaction as noted above. In addition, a total of $85,667 in trade payables was written off relating to professional fees incurred in connection with the proposed transaction that has since been terminated.

Mineral Properties

On July 29, 2020 the Company entered into an arm’s length option agreement (the “Option Agreement”) with Metals Creek Resources Corp. (“MCR”) to acquire 100% of the right, title and interest in and to the Clark’s Brook Property in central Newfoundland.

The Company commissioned a technical report on the Clark's Brook Property, entitled "Technical Report on the Clark's Brook Property Central Newfoundland and Labrador" (the "Technical Report"). The Technical Report was prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") by Desmond Cullen, P.Geol. and Michael Regular, P.Geol. of Clark Exploration Consulting. Each of Desmond Cullen, P.Geol. and Michael Regular, P.Geol. is a "Qualified Person" as defined in NI 43-101 and is independent of the Company and MCR. The Technical Report is available under the Company's profile on SEDAR at www.sedar.com.

The Clark's Brook Property consists of 31 claim units in one license (026731M) for a total of 7.7 sq. km (770 hectares). The license is held by MCR and is in good standing to August 1, 2028. The claims were staked in 2016 to cover two auriferous showings discovered in 2003. The Clark's Brook Property is located in central Newfoundland near Northwest Gander River, approximately 25 kilometers west of the town of Glenwood. It is situated on NTS map sheet 02D/14. The Clark's Brook Property is centered on UTM coordinates 614,950mE/5,407,000mN (NAD27 Zone 21) on NTS 02D/14.

The Clark's Brook Property itself was subject to limited prospecting carried out by Altius Resources Inc. ("Altius") from 2003 through 2009. Additional prospecting was carried out by MCR in 2016 after the acquisition of the claims.

As part of a large 1:10,000 geological mapping and prospecting program conducted by Altius, both the Clark's Brook East ("CBE") and West ("CBW") gold discoveries were made. On the CBE gold zone, seven representative grab samples were attained, each comprised of material from several mineralized boulders that assayed between 2.98g/t and 24.5g/t gold with an average of 7.93g/t gold. A sample of underlying bedrock on the northern edge of the boulder distribution pattern returned 1.25g/t gold. An additional outcrop exposure some 25m upstream cut by a narrow quartz vein and associated iron-carbonate alteration was sampled in two representative grab samples and returned 0.15g/t and 0.62g/t Au.

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CELLSTOP SYSTEMS INC. Management’s Discussion and Analysis Year Ended August 31, 2020

The CBW gold zone discovery was first made in mineralized boulders returning 8.9g/t and 9.28g/t gold. The site was revisited and found one of the auriferous boulders to fit on an adjacent outcrop. An additional eight samples of brecciated and altered siltstone were collected from boulder and outcrop, returning anomalous gold values to 0.335g/t Au.

In September 2017, MCR optioned the Clark's Brook Property to Sokoman Iron Corp. (now Sokoman Minerals Corp. ("Sokoman")) who immediately completed a Phase 1 drill program (515 meters) in an effort to locate in situ mineralization similar in tenor to the surface sampling at the CBE Zone. The program was a success in that all holes intersected gold mineralization similar in style and tenor to the surface float. In February 2018, Sokoman completed a second, three-hole (594 meter) phase of diamond drilling. This program was also successful in that it expanded the extent of gold mineralization identified by the initial phase of drilling. A third and final, three-hole (1,209 meter) drill program was conducted in August 2019 where the drilling was conducted at a different orientation to drill the center of a magnetic low in an attempt to cut deeper mineralization. All three programs were successful in cutting intervals of vuggy, chalcedonic, quartz veining with 1-3% disseminated pyrite, minor arsenopyrite and very minor stibnite. Intercepts of 3.74g/t Au over 3.20m have been attained.

The Technical Report recommends that the Company conduct a $100,400 Phase 1 exploration program of mapping, prospecting coupled with rock and soil sampling on the Property. The program will focus on evaluating the entire Clark's Brook Property to define new areas of the gold mineralization. The mapping program will focus on interpreting the relationships of the pyrite/arsenopyrite mineralization to structure or alteration. Soil sampling orientation surveys using various soil sampling techniques and analysis will be completed in the areas of known gold mineralization and new showings.

In order to earn it’s option, the Company must issue an aggregate of 1,500,000 common shares of the Company and make cash payments totaling $225,000 over the course of a three year period as outlined below:

#of Shares	**$ Cash **	Date
-	$50,000	On signing of Option Agreement (paid)
200,000	-	On CSE Listing (Initial Issuance Date)
300,000	$30,000	12 months from Initial Issuance Date
500,000	$45,000	24 months from Initial Issuance Date
500,000	$100,000	36monthsfrom Initial IssuanceDate
1,500,000	$225,000

In accordance with the terms of the Option Agreement, the Company will reserve to MCR a 2% net smelter royalty (the "NSR") on the mineral claims, provided, however, that the Company shall have the right at any time to purchase from MCR 1% of the NSR in consideration for a one-time payment of the sum of $1,000,000.

The Option Agreement remains subject to a number of conditions, including but not limited to the approval of listing on the CSE, and the completion of a proposed non-brokered private placement and debt settlement.

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CELLSTOP SYSTEMS INC. Management’s Discussion and Analysis Year Ended August 31, 2020

During the year ended August 31, 2020, the Company issued the initial $50,000 cash payment under the Option Agreement, which is included in exploration and evaluation asset, and made an advance property payment of $40,000 on an unrelated prospective property, which is included in prepaid expenses.

Disclosure of Outstanding Share Data

The authorized capital of the Company consists of an unlimited number of common shares without par value.

Shares Issued and Outstanding

As at the Report Date, the Company had 9,805,793 common shares outstanding.

Warrants

As at the Report Date, the Company had 2,400,000 share purchase warrants outstanding, exercisable at $0.10 until March 5, 2021.

Stock Options

As at the Report Date, the Company had no stock options outstanding.

Commitments

The Company entered into a cost sharing arrangement agreement for the provision of office space and various administrative services. Under the terms of the agreement, the Company will pay $7,000 plus GST per month effective December 1, 2017, increasing to $7,700 per month effective February 1, 2019, and further increasing to $8,470 per month on February 1, 2020 until the expiration of the underlying head lease on July 31, 2021. During the year ended August 31, 2020, the Company moved office spaces and entered into an amended cost sharing agreement, reducing the monthly cost to $6,000 effective August 2020.

Fiscal Year	Amount
	($)
2021	66,000

Transactions with Related Parties

Key Management Compensation

The Company defines key management personnel as officers and directors of the Company and/or entities controlled by them. During the years presented, key management personnel did not charge any fees for services in an effort to conserve resources while exploring potential projects for reactivation.

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CELLSTOP SYSTEMS INC. Management’s Discussion and Analysis Year Ended August 31, 2020

As at August 31, 2020, a total of $13,400 (2019 - $13,400), was included in accounts payable and accrued liabilities owing to a corporation controlled by the chief financial officer of the Company for management fees. The amounts are non-interest bearing, unsecured with no formal terms of repayment.

Other Related Party Transactions

	2020	2019
	($)	($)
Office sharing and occupancy costs paid or accrued to a
corporation that shares management in common with
the Company (i) (Note 11).	96,170	89,600
Interest expense (ii)	911	-
	97,081	89,600

• i) As at August 31, 2020, a total of $262,843 (2019 - $229,980) was included in accounts payable and accrued liabilities owing to a corporation that shares management in common with the Company for office sharing and occupancy costs. The amounts are non-interest bearing, unsecured with no formal terms of repayment.

• ii) During the year ended August 31, 2020, the Company issued $95,000 in unsecured notes to directors and officers of the Company, which bear interest at 10% per annum for a three-year term (Note 8). As at August 31, 2020, $95,000 and $911 remains payable to directors and officers in principal and interest, which is included under notes payable and accounts payable and accrued liabilities.

Accounting Standards Adopted and Issued

Adoption of New or Amended Accounting Standards

IFRS 16, Leases - IFRS 16 is a new standard that sets out the principles for recognition, measurement, presentation, and disclosure of leases including guidance for both parties to a contract, the lessee and the lessor. The new standard eliminates the classification of leases as either operating or finance leases as is required by IAS 17 and instead introduces a single lessee accounting model.

The Company has determined there is no identifiable asset pertaining to its cost sharing arrangement agreement and therefore adoption of IFRS 16 will have no impact on the consolidated financial statements other than increased disclosure.

A number of new standards and amendments to existing standards have been issued by the IASB that are mandatory for accounting periods beginning on or after January 1, 2020, or later periods. The Company has not early adopted these new standards in preparing these consolidated financial statements. There new standards are either not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements.

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CELLSTOP SYSTEMS INC. Management’s Discussion and Analysis Year Ended August 31, 2020

Proposed Transactions

On July 29, 2020, and in conjunction with the Option Agreement the Company entered into to acquire a 100% interest in the Clark’s Brook property, the Company announced its intention to voluntarily delist its common shares from the NEX board of the TSX-V and apply for listing on the CSE.

In order to satisfy the listing requirements of the CSE and to finance the Company's obligations under the Option Agreement and the Phase 1 exploration program, the Company will be required to complete a non-brokered private placement of a minimum of 7,166,667 units (each, a "Unit") and a maximum of 10,000,000 Units at a price of $0.06 per Unit. Each Unit shall be comprised of one common share in the capital of the Company and one common share purchase warrant. Each warrant shall entitle the holder to purchase one common share at a price of $0.10 per share at any time within 18 months of the date of issuance of the warrant.

The Company also plans to complete a debt settlement with three directors and officers and eight arm's length creditors to enable the Company to satisfy the working capital listing requirements of the CSE. The Debt Settlement will result in an aggregate of $479,400 of indebtedness being retired in consideration for the issuance of 7,989,997 Units at a price of $0.06 per Unit (same terms as the Units issued under the private placement). The debt settlement remains subject to the approval of the CSE in conjunction with the Company's intended application to list the common shares for trading on the CSE.

The completion of the acquisition of the Clark's Brook Property is subject to a number of conditions precedent including, without limitation, all director, shareholder, securities and regulatory approvals and acceptances (as required) and all third party consents (as required) having been obtained and the completion of due diligence on the Clark's Brook Property. In particular, if the Company is not able to complete the private placement and the debt settlement, obtain necessary shareholder approvals in accordance with the respective requirements of the TSX-V and the CSE and satisfy the listing requirements of the CSE, then it will not be able to satisfy its obligations under the Option Agreement and the Phase 1 exploration program and the Company will not be able to exercise the option under the Option Agreement. The Company's common shares would then remain listed on the NEX board of the TSXV.

Assuming that the Company satisfies all conditions precedent to the completion of the transactions discussed in this press release, the Company plans to change its name to General Gold Resources Inc. immediately prior to the listing of its common shares on the CSE.

Trading of the Company's common shares on the NEX board of the TSXV has been halted and will remain halted until the Company has obtained all necessary approvals to proceed with the voluntary listing from the NEX board of the TSXV and the concurrent application to list its common shares on the CSE. Further details regarding the transactions discussed in this press release will be available in the Company's listing statement being prepared in conjunction with its application to list the common shares on the CSE. If all necessary approvals are obtained, the listing statement will be posted under the Company's profile on SEDAR prior to the commencement of trading on the CSE. The Company will issue a news release as soon as further details are available regarding the transactions discussed in this press release and the resumption of trading.

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CELLSTOP SYSTEMS INC. Management’s Discussion and Analysis Year Ended August 31, 2020

Financial Instruments and Risk Management

Fair Values and Classification

The Company’s financial instruments consist of cash, accounts payable and notes payable. Financial instruments are classified into one of the following categories: FVTPL, FVTOCI., or amortized cost. The carrying values of the Company’s financial instruments are classified into the following categories:

Financial Instrument	Category	August 31,	August 31,
		2020	2019
		($)	($)
Cash	FVTPL	828	1,144
Accounts payable	Amortized cost	300,551	355,405
Notespayable	Amortized cost	142,631	247,025

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. 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.

The fair value of cash is measured on the statement of financial position using level 1 of the fair value hierarchy. The fair values of accounts payable approximate their book values because of the short-term nature of these instruments.

The carrying amounts of the notes payable approximate fair value as the interest rates were negotiated between the Company and an arm’s length third party.

Financial instrument risk exposure

The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board approves and monitors the risk management processes.

Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its payment obligations. The Company manages this credit risk by ensuring that cash is placed with a major financial institution with strong investment grade ratings by a primary ratings agency.

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CELLSTOP SYSTEMS INC. Management’s Discussion and Analysis Year Ended August 31, 2020

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company endeavors to ensure that there is sufficient capital in order to meet short-term business requirements, after taking into account the Company’s holdings of cash. The Company’s cash is invested in business accounts which are available on demand. The Company is exposed to liquidity risk.

Contractual undiscounted cash flow requirements for financial liabilities as at August 31, 2020 are as follows:

	<1 year	2-3 Years	Total
	($)	($)	($)
Accounts payable and accrued	407,819		407,819
liabilities		—
Notes payable	3,300	139,331	142,631
	411,119	139,331	550,450

Interest rate risk

The Company is nominally exposed to interest rate risk. The Company’s bank account earns interest income at variable rates. The Company does not have any variable interest rate liabilities.

Foreign exchange risk

The Company is not exposed to significant foreign currency risk.

Management of Capital

The Company considers items included in shareholders’ deficiency as capital. The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern in order to pursue project opportunities for the benefit of its shareholders. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt or acquire or dispose of assets. There can be no assurance that the Company will be able to obtain debt or equity capital in the case of operating cash deficits.

As the Company is currently listed on the NEX board of the TSX Venture Exchange, it is subject to certain restrictions on share issuances pursuant to NEX policies and is limited in the number of common shares it can issue in any 12-month period. The Company prepares annual expenditure budgets and updates these as required throughout the year which it uses as the primary tool for assessing its capital requirements.

There have been no changes to the Company’s approach to capital management during the year ended August 31, 2020.

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CELLSTOP SYSTEMS INC. Management’s Discussion and Analysis Year Ended August 31, 2020

Risks and Uncertainties

• a) Political and Regulatory Risk

Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder. These may include responding to 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.

b) Limited Operational History

The Company does not have any significant operations. As a result, there is no assurance that the Company will earn profits in the future or that profitability, if achieved, will be sustained.

c) Additional Financing

The Company will require additional financing in order to make further developments or take advantage of unanticipated opportunities. The ability of the Company to arrange such financing will depend in part upon prevailing capital market conditions as well as the business performance of the Company. There can be no assurance that the Company will be successful in its efforts to arrange additional financing on terms satisfactory to it. If additional financing is raised by the issuance of shares from treasury, control of the Company may change and shareholders may suffer dilution. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of opportunities or otherwise respond to competitive pressures and remain in business.

• d) Key Personnel and Future Staffing Requirements

The Company’s success will also be dependent on its ability to identify, recruit, motivate and retain highly qualified executive, management and technical support.

• e) Price Volatility of a Public Stock

The securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly those considered to be exploration of development stage companies, have experienced wide fluctuations in price which have not necessarily been related to the operating performance or underlying net asset values of such companies.

Management’s Responsibility for Consolidated Financial Statements

The Company’s management is responsible for the presentation and preparation of these consolidated financial statements and the MD&A. The consolidated financial statements have been prepared in accordance with IFRS. The MD&A has been prepared in accordance with the requirements of securities regulators, including National Instrument 51-102 of the Canadian Securities Administrators.

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CELLSTOP SYSTEMS INC. Management’s Discussion and Analysis Year Ended August 31, 2020

Forward-Looking Statements

Except for statements of historical fact, this MD&A contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this MD&A includes, but is not limited to, statements with respect to future events and is subject to certain risks, uncertainties and assumptions.

Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forwardlooking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors could cause results to differ materially from those expressed in the forward-looking statements include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions, including fluctuations in commodity prices; governmental regulation of the mining industry, including environmental regulation; geological, technical and drilling problems; unanticipated operating events; competition for and/or inability to retain drilling rigs and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for commodities; liabilities inherent in mining operations; changes in tax laws and incentive programs relating to the mining industry; and the other factors described herein under "Risks and Uncertainties" as well as in our public filings available at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forwardlooking information.

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CELLSTOP SYSTEMS INC. Management’s Discussion and Analysis Year Ended August 31, 2020

Corporate Information

Directors: Michael Curtis Michelle Gahagan Brian Tingle Officers: Michelle Gahagan, President and CEO Kelsey Chin, CFO & Corporate Secretary Auditor: Manning Elliott LLP Chartered Professional Accountants 17[th] Floor – 1030 W. Georgia Street Vancouver, BC, V6E 2Y3 Legal Counsel: Tingle Merrett LLP Suite 639 – 1250 Standard Life Building 5[th] Avenue SW Calgary, AB T2P 0M9 Transfer Agent: Computershare Trust Company of Canada 2[nd] Floor – 510 Burrard Street Vancouver, BC, V6C 3B9

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