GGX Gold Corp. — Management Reports 2021

Mar 1, 2021

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(formerly Revolver Resources Inc)

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

FOR THE PERIOD ENDED DECEMBER 31, 2020

Date of Report: February 26, 2021

This Management’s Discussion and Analysis (“MD&A”) of the financial condition of GGX Gold Corp ( formerly Revolver Resources Inc .) (“GGX” or the “Company”) and results of operations of the Company, should be read in conjunction with the unaudited interim financial statements including the notes thereto for the six months ended December 31, 2020 and the audited financial statements including the notes thereto for the year ended June 30, 2020. The financial statements together with this MD&A are intended to provide investors with a reasonable basis for assessing the financial performance of the Company. These financial statements have been prepared using accounting policies consistent with IFRS as issued by the International Accounting Standards Board (“IASB”). The Company’s accounting policies are described in Note 3 of the Annual Financial Statements for the year ended June 30, 2020.

The Financial Statements, together with the MD&A, are intended to provide investors with a reasonable basis for assessing the performance and potential future performance of the Company and are not necessarily indicative of the results that may be expected in future periods. The information in the MD&A may contain forward-looking statements, and the Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance, as they are subject to significant risks and uncertainties that may cause projected results or events to differ materially from actual results or events.

All monetary amounts are in Canadian dollars unless otherwise specified. Additional information relating to the Company is available on SEDAR at www.sedar.com.

Description of Business

GGX Gold Corp. (formerly Revolver Resources Inc.) (the “Company”) was incorporated on May 10, 2007 under the British Columbia Business Corporations Act. The Company is a junior mineral exploration company engaged in the business of acquiring, exploring and evaluating natural resource properties. The Company is currently focusing its financial resources on conducting an exploration program in British Columbia.

The Company is a reporting issuer in British Columbia and Alberta and its shares are listed on the TSX Venture Exchange under the symbol GGX.V.

The Company has incurred losses since its inception and had an accumulated deficit of $11,974,083 as at December 31, 2020 which has been funded primarily by the issuance of shares. The level of the Company’s future operations will be determined by the availability of capital resources, which will be derived from the issuance of special warrants and future financings. In addition, the Company has no source of operating cash flows and expects to incur further losses in the exploration and development of its mineral properties.

Management Discussion & Analysis

(formerly Revolver Resources Inc.) For the Period Ended December 31, 2020

Overall Performance

The Company is currently focused on its recent acquisition of the Gold Drop Project and is actively pursuing other precious metal assets particularly in the province of British Columbia.

Shares Issued

On July 9, 2020, the Company issued 2,000,000 units at $0.075 per unit for total proceeds of $150,000. One unit consists of one common share and one share purchase warrant exercisable at $0.12 per share until July 09, 2022.

On December 15, 2020, the the Company issued 3,052,500 flow-through units at $0.16 per unit for total proceeds of $488,400. Each unit consists of one common share that qualifies as a flow-through share and one share purchase warrant exercisable at $0.20 for 18 months from the date of issuance. The Company paid finder’s fees totalling $27,160 and issued 67,500 agents’ warrants fair market valued at $7,378, exercisable at $0.20 per share for a period of 18 months after closing.

For the period ended December 31, 2020, the Company issued 62,500 shares for gross proceeds of $28,125 on the exercise of share purchase warrants.

Reclamation Bond

The Company posted a non-interest-bearing reclamation bond in August 2019 against any potential land restoration costs that may be incurred in the future on its mineral properties. The funds are held in trust and may be released after any required reclamation is satisfactorily completed.

As at December 31, 2020, the amount on deposit is $21,500 with respect to the Gold Drop Property.

Investments

The Company classifies its investments in shares of private companies as FVTPL (fair value through profit and loss). They are carried at cost as they do not have a quoted price in an active market and their fair value cannot be reliably measured.

a) The J2 Syndicate

In July 2017, the Company acquired a 9% interest in the private J2 Syndicate (the “Syndicate”) for a cash payment of $225,000. The Syndicate was formed to pool resources amongst its members, with the objective of identifying and exploring mineral properties in northwestern British Columbia and marketing any resulting property interest with the intention to option or sell the property interests.

During the year ended June 30, 2017, the Company received $27,000 and 891,100 units of Goliath Resources Inc with a fair value of $89,100 for the option of four of Syndicate mineral properties. This Syndicate distribution represented the Company’s 9% share of the option payments and was recorded as a credit against the cost of the Syndicate investment.

In fiscal 2018, the Company received a disbursement of $54,000 from the Syndicate, along with 1,476,000 shares of Juggernaut Exploration Ltd. ( formerly Ardonblue Ventures Inc.) , with a value of $221,400. The Company recorded a gain on investments of $269,055 for the year ended June 30, 2018.

During the year ended June 30, 2020 the Company received 73,800 Juggernaut shares with a fair market value of $12,546 for the option of two properties. This Syndicate distribution represented the Company’s 9% share of the option payments and was recorded as a credit to investment income. The Company recorded a loss on sale of marketable securities investments of $20,216 for the year ended June 30, 2020 (2019 - $35,697 (gain)).

For the period ended December 31, 2020, the Company received 306,000 shares with a fair market value of $48,960.

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Management Discussion & Analysis

(formerly Revolver Resources Inc.) For the Period Ended December 31, 2020

b) Goliath Resources Ltd.

The Company’s investment in Goliath Resources Inc (“Goliath Inc”) consisted of 891,000 common shares with a value of $45,090 and 891,000 warrants with a value of $44,010. Goliath Inc was a private junior exploration company in British Columbia and was acquired by Bitumen Capital Inc. (“Bitumen”), with the resulting entity being Goliath Resources Limited (“Goliath”), a public company listed on the TSX-V.

These shares and warrants were received as a result of 891,000 units of Goliath Inc being distributed from the Syndicate during the year ended June 30, 2017. The value of the units was determined to be $0.10 per unit based on the most recent private placement subscription price of Goliath Inc’s units on the date the units were issued. The unit value was first allocated to the attached warrants using the Black-Scholes option pricing model, and the balance was allocated to the shares.

On October 17, 2017, Goliath completed the reverse take-over and the Company received 1,376,550 common shares with a value of $0.10 per unit and 1,376,550 warrants with a value of $0.10 per unit. The 1,376,550 common shares and warrants are in replacement of 891,000 common shares and warrants subject to value escrow, released over 36 months, every six months in release of 10% and 15% thereafter.

For the year ended June 30, 2020, based on 793,450 warrants held by the Company, the warrants were fair valued at $166,070 (2019 – NIL) using the Black-Scholes option pricing model.

On May 5, 2020, the Company received 351,000 Goliath shares with a fair value of $49,140 as part of an amended agreement. This Syndicate distribution represented the Company’s 9% share of the option payments and was recorded as a credit to investment income. During the period ended September 30, 2020, the Company sold the shares and recognized a loss of $7,905 on the sale.

Marketable Securities

Marketable securities consist of a portfolio of investments held for trading. The fair value of the marketable securities has been determined directly by reference to public price quotations in an active market. These marketable securities are comprised of common shares of publicly traded companies and are classified as fair value through profit or loss and measured at fair value with unrealized gains and losses recognized through the consolidated statement of operations.

Opening Balance Marketable Securities Received at their Fair Value Marketable Securities Purchased (Cost) Marketable Securities Sold (Cost) Write-(Down) Up Marketable Securities to Market Value	December 31, 2020 June 30, 2020 $ $
	80,248 66,075 48,960 61,686 - - (99,951) (55,632) (14,827) 8,119
	14,430 80,248

Mineral Property

Gold Drop, British Columbia, Canada

On June 21, 2016, the Company entered into an option agreement with Ximen Mining Corp. (“Ximen”), a company with a common director and a common officer, to acquire a 100% interest in the Gold Drop Property located about nine kilometers northeast from Greenwood, British Columbia, in the Greenwood Gold Mining district. Pursuant to the option payments, the Company is required to make cash payments, issue shares, and meet exploration expenditure requirement as follows:

Cash Payments

On Execution of the Agreement (Paid) Upon TSX-V approval on July 26, 2016 (Paid) On or Before July 26, 2017 (Paid) On or Before July 26, 2018 (Equivalent Value in Shares Issued) On or Before July 26, 2019 (Paid)	$ 50,000 50,000 100,000 100,000 100,000
	400,000

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Management Discussion & Analysis (formerly Revolver Resources Inc.) For the Period Ended December 31, 2020

Share Issuances

Pursuant to the option agreement, the Company issued 333,333 common shares with a fair value of $200,000 on July 27, 2016 following TSX Venture approval. In July 2017 and March 2018, the Company issued, respectively, 250,000 common shares with a fair value of $150,000, and 833,333 common shares with a fair value of $250,000. The Company is required to issue additional common shares with a value of $150,000 on or before July 26, 2019. On August 21, 2019, the Company issued 600,000 common shares with a fair value of $159,000.

Exploration Expenditures

Work commitments of $1,000,000 are required to be performed on or before July 26, 2019, but not less than $150,000 per year on or before July 26, 2017, July 26, 2018, and July 26, 2019. The option agreement was completed in the year ended June 30, 2020. The Company has earned a 100% interest in the Gold Drop Property.

Ximen will retain a 2.5% net smelter return royalty (the “NSR Royalty”) which the Company may buy down 1% of the NSR Royalty by paying $1,000,000.

The Company records its expenditures related to the acquisition, exploration, and development of mineral properties in profit or loss in the period in which they are incurred. Cumulative acquisition and exploration costs incurred by the Company to December 31, 2020 on its mineral property are summarized below.

Company to December 31, 2020 on its mineral property are summarized below.
Balance, June 30, 2019 Acquisition Costs Exploration Costs Balance, December 31, 2019 Balance, June 30, 2020 Acquisition Costs Exploration Costs Balance, December 31, 2020	$ 4,492,693 259,000 518,386
	5,270,079 5,424,536 - 1,165,560
	6,590,096

Since acquiring the Gold Drop Property in 2016, the Company has conducted prospecting, rock / soil geochemical sampling, trenching and diamond drilling. The work has been focused in the Gold Drop Southwest Zone in the area of the COD and Everest gold and silver bearing quartz veins. All diamond drilling was conducted in the area of these veins. This consisted of 31 holes (1,517 meters) in 2017 and 79 holes (5,222 meters) in 2018. The trenches exposed gold bearing quartz veins. Chip samples collected in 2017 across the approximate 0.4 meter wide Everest Vein exposure returned up to 52.8 grams per tonne (g/t) gold (Au) and 377 g/t silver (Ag) while a grab sample of a quartz vein boulder broken off the outcrop by the excavator returned 81.8 g/t gold and 630 g/t silver. Numerous drill holes in the area of the trenches intersected significant mineralization. Some of the higher grade gold drilling intersections include (core length):

COD17-14: 4.59 g/t Au over 16.03 meters. COD18-3: 14.62 g/t Au over 2.1 meters COD18-26: 10.3 g/t Au over 1.4 meter recovered core (within 2.35 meter interval) COD18-28: 11.3 g/t Au over 0.51 meters COD18-33: 8.65 g/t Au over 2.98 meters COD18-34: 6.16 g/t Au over 3.41 meters COD18-37: 8.23 g/t Au over 3.95 meters COD18-45: 50.1 g/t Au over 2.05 meters COD18-46: 54.9 g/t Au over 1.47 meters COD18-49: 9.52 g/t Au over 1.47 meters COD18-54: 7.60 g/t Au over 1.66 meters EVE18-5: 10.55 g/t Au over 0.45 meters EVE18-12: 12.45 g/t Au over 0.85 meters

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Management Discussion & Analysis

(formerly Revolver Resources Inc.) For the Period Ended December 31, 2020

Prospecting during 2018 in the east region of the property yielded significant results including 297 g/t gold and 1290 g/t silver in a sample of quartz from a dump pile from what is believed to be the southern Silent Friend showing. Samples from a mineshaft dump pile north of this exposure returned 6.98 g/t gold and 38.6 g/t silver. A sample collected from a mineshaft speculated to be the Ken mineshaft returned 4.47 g/t gold and 23.0 g/t tonne silver.

Results of Operations

Net Gain/Loss and Operating Expenses

During the period ended December 31, 2020 the Company reported a net loss of $907,534 compared to $1,317,299 for the same period in the prior year. Notable changes in expenditures for the period are a decrease in advertising, management and transfer and regulatory fees, as well as office expense. The issuance of one million stock options in 2019 compared to 400,000 in 2020 created share compensation expense in 2019 in the amount of $205,992 compared to $63,870 in the current year. The Company also recorded a tax mining refund in the amount of $439,672 in the current year which offset many of the expenses for the period.

During the three months ended December 31, 2020 the Company reported a net loss of $843,890 compared to $269,550 for the same period in the prior year. Notable changes in expenditures for the three-month period are a decrease in advertising, management and transfer and regulatory fees. The current quarter, however, had a large increase in exploration and acquisition spending, an increase of $580,681 compared to the same quarter in the prior year. The issuance of one 400,000 stock options in July 2020 also resulted a share compensation expense of $63,870.

The Company continues to be active in searching for mineral properties and advancing the Gold Drop Property.

Administrative and General Expenses

EXPENSES Advertising and Promotion Consulting Depreciation Exploration and Acquisition Costs Insurance Management and Administration Office and Miscellaneous Professional Fees Rent Share-Based Compensation Transfer Agent and Regulatory Fees Travel LOSS BEFORE OTHER ITEMS Syndicate Investment Income Write-Down of Marketable Securities to Market Gain (Loss) on the Sale of Marketable Securities BC Mining Tax Credit NET LOSS AND COMPREHENSIVE LOSS		Three Months Ended Six Months Ended December 31, December 31, 2020 2019 2020 2019 $ $ $ $ 4,912 10,125 9,239 52,137 25,200 - 50,200 72,076 619 619 1,238 1,238 735,897 155,216 1,165,560 777,386 4,500 - 4,500 - 10,500 27,900 21,000 91,800 1,108 1,686 3,106 16,276 16,000 9,000 25,000 18,000 10,500 10,500 21,000 21,000 63,870 - 63,870 205,992 6,779 10,924 9,826 24,897 - 219 - 1,394 (879,885) (226,189) (1,374,539) (1,282,196) 48,960 - 48,960 - (14,070) (20,648) (6,800) (12,390) 1,105 (22,713) (14,827) (22,713) - - 439,672 -
		(843,890) (269,550) (907,534) (1,317,299)

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Management Discussion & Analysis (formerly Revolver Resources Inc.) For the Period Ended December 31, 2020

For the period Ended December 31, 2020:

• Advertising and Marketing of $9,239 (2019 - $52,137) comprise of advertising fees.

• Consulting fees of $50,200 (2019 – $72,076) was paid to various consultants for strategic planning, as well as corporate financing and project evaluation.

• Management and administrative fees of $21,000 (2019 – $91,800) paid to companies for general administrative services, overseeing regulatory filings requirement, accounting fees and secretarial services.

• Office and miscellaneous of $3,106 (2019 – $16,276) included telephone, printing, shareholder costs, miscellaneous office expenses, interest and bank charges and foreign exchange.

• The Company incurred $1,165,560 (2019 – $777,386) of exploration expenditures and acquisition costs on the company’s Gold Drop Property. Exploration and Evaluation Expenditures see above.

• Professional fees of $25,000 (2019 – $18,000) comprise of legal and audit accruals.

• Transfer agent and regulatory fees of $9,826 (2019 – $24,897) consisted of fees paid to regulatory bodies in Canada and the Company’s transfer agent.

• Travel and accommodations expenses of $Nil (2019 – $1,394). Management traveled to visit the Company’s property and attending various geological conferences and meetings.

• The Company recorded share-based compensation of $63,870 (2019 - $205,992) for the issuance of 400,000 (2019 - 1,000,000) stock options.

Summary of Quarterly Reports

Results for the most recent quarters ending with the last quarter for the period ended December 31, 2020:

Revenue Net Income (Loss) Basic and diluted loss per share Revenue Net Income (Loss) Basic and diluted loss per share	Three Months Ended December 31, 2020 $ September 30, 2020 $ June 30, 2020 $ March 31, 2020 $
	Nil Nil Nil Nil (843,890) (63,644) 236,926 (82,259) (0.03) (0.00) 0.01 (0.00)
	Three Months Ended December 31, 2019 $ September 30, 2019 $ June 30, 2019 $ March 31, 2019 $
	Nil Nil Nil Nil (269,550) (1,047,749) (725,460) (292,409) (0.01) (0.05) (0.04) (0.01)

Mineral exploration is typically a seasonal business, and accordingly, the Company’s operating expenses, and cash requirements will fluctuate depending upon the season and the level of activity. The Company’s primary source of funding is through the issuance of share capital. When the capital markets are depressed, the Company’s activity level normally declines accordingly. As capital markets strengthen and the Company can secure equity financing with favorable terms, the Company’s activity levels and the size and scope of planned exploration projects will typically increase.

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Management Discussion & Analysis

(formerly Revolver Resources Inc.) For the Period Ended December 31, 2020

Liquidity and Capital Resources

At December 31, 2020, the Company had cash of $175,062 and working capital deficit of $1,042,377.

Total Assets Total Liabilities Shareholders’ Deficiency Working Capital Deficiency	December 31, June 30, 2020 2020 $ $
	455,510 309,829
	1,287,104 933,060
	(831,594) (623,231)
	(1,042,377) (819,175)

The Company does not generate enough cash flow from operations to fund its exploration activities, its acquisitions, and its administration costs. The Company is reliant on equity financing to provide the necessary cash to continue its operations.

Cash Used in Operating Activities Cash Used in Investing Activities Cash Provided by Financing Activities Change in cash	December 31, December 31, 2020 2019 $ $
	(536,895) (1,382,806) 74,864 18,583 635,301 1,365,313
	173,270 1,090

Transactions with Related Parties

At the Report Date, key management consists of Barry Brown (CEO and Chairman of the Board), George Sookochoff (former President), Nicolette Keith (CFO), Quinn Field-Dyte, Scott Kent and Stu Hughes (independent, Directors of the Company).

a) Related Party Balances

Amounts owed to related parties are non-interest bearing, unsecured, and have no specified terms of repayment.

Due to a company with a common director and an officer for exploration expenditures and other expenses b) Compensation of Key Management Personnel Management and Administrative Fees (i) Share-Based Compensation (ii)		December 31, 2020 June 30, 2020 $ $
		89,082 89,082
		December 31, December 31, 2020 2019 $ $
		12,000 48,000 7,984 113,300
		19,984 161,300

• i) During the period ended December 31, 2020 the Company incurred management and administrative fees of $12,000 (2019 – $48,000) to an officer and director.

• ii) During the period ended December 31, 2020, the Company incurred share-based compensation of $7,984 (2019 - $113,300) to directors and officers relating to the issue of stock options.

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Management Discussion & Analysis

(formerly Revolver Resources Inc.) For the Period Ended December 31, 2020

Off Balance Sheet Agreements

The Company has not entered into any material off-balance sheet arrangements such as guarantee contracts, contingent interests in assets transferred to unconsolidated entities, derivative instrument obligations, or with respect to any obligations under a variable interest entity arrangement.

Changes in Accounting Policies and Accounting Pronouncements

In preparing these interim financial statements as at December 31, 2020, the significant judgements made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the annual financial statements for the year ended June 30, 2020.

Critical Accounting Policies and Estimates

The details of GGX’s accounting policies are presented in Note 3 of the financial statements ended June 30, 2020. These policies are considered by management to be essential to understanding the processes and reasoning that go into the preparation of the Company’s financial statements and the uncertainties that could have a bearing on its financial results.

Financial Instruments and Risk Management

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 – 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 carrying values of cash and accounts payable and accrued liabilities approximate their fair values because of the short-term nature of these financial instruments.

The Company’s financial instruments are exposed to the following financial risks:

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations when they become due. The Company ensures, as far as reasonably possible, that it will have enough capital in order to meet short-term business requirements, after considering cash flows from operations and the Company’s holdings of cash.

As at December 31, 2020, the Company had a cash balance of $175,062 to settle current liabilities of $1,287,104. Management expects to fund those liabilities through the issuance of common shares and loans from related parties over the coming year. There can be no assurance that the Company will be successful with generating and maintaining profitable operations or will be able to secure future debt or equity financing for its working capital and exploration activities.

Credit Risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to its liquid financial assets including cash. Management believes that its credit risk is not significant.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s amounts due to related parties are non-interest bearing, and as such, the Company is not exposed to significant interest rate risk.

Foreign Currency Risk

The Company is exposed to foreign currency risk on fluctuations related to cash and accounts payable and accrued liabilities that are denominated in U.S. Dollars. The Company’s financial instruments denoted in U.S. Dollars are insignificant and any fluctuation in foreign currency exchange rates would have no significant impact.

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Management Discussion & Analysis (formerly Revolver Resources Inc.) For the Period Ended December 31, 2020

Commodity Price Risk

The Company is subject to price risk from fluctuations in the market prices of commodities as it relates to the possible underlying values of its commodity based mineral properties and the corresponding ability to raise funds for future operations. Management closely monitors commodity prices to determine the appropriate course of actions to be taken in its investing and financing activities. As the Company has not yet developed commercial mineral interests, it is not exposed to significant commodity price risk.

Capital Risk Management

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to support the acquisition, exploration, and development of its exploration and evaluation assets.

The Company manages its share capital as capital, which as at December 31, 2020, was $10,392,269 (June 30, 2020 – $9,764,346). The Company manages the capital structure and makes adjustments 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 issue common shares or dispose of assets.

The Company does not have any externally imposed capital requirements to which it is subject. There were no changes in the Company’s approach to capital management during the period ended December 31, 2020.

Risk and Uncertainties

There are no significant changes relating to the risk factors since the filing of the annual MD&A of June 30, 2020.

Internal Control over Financial Reporting

In connection with National Instrument (“NI”) 52-109 (Certification of Disclosure in Issuer’s Annual and Interim Filings) adopted in December 2008 by each of the securities commissions across Canada, the Chief Executive Officer and Chief Financial Officer of the Company will file a Venture Issuer Basic Certificate with respect to the financial information contained in the unaudited interim financial statements and the audited annual financial statements and respective accompanying Management’s Discussion and Analysis. The Venture Issuer Basic Certification does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109.

This MD&A, which contains certain forward-looking statements, are intended to provide readers with a reasonable basis for assessing the financial performance of the Company. All statements, other than statements of historical fact, are forward-looking statements. The words “believe”, “expect”, “anticipate”, “contemplate”, “target”, “plan”, “intends”, “continue”, “budget”, “estimate”, “may”, “will”, “schedule” and similar expressions identify forward looking statements. Forward looking statements are necessarily based upon several estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic and competitive uncertainties and contingencies.

- Coronavirus (COVID 19) Pandemic

The outbreak of the COVID-19 virus and the worldwide pandemic has impacted the Company’s plans and activities. The Company may face disruption to operations, supply chain delays, travel and trade restrictions, and impacts on economic activity in affected countries or regions can be expected and are difficult to quantify. Regional disease outbreaks and pandemics represent a serious threat to hiring and maintaining a skilled workforce and could be a major health-care challenge for the Company. There can be no assurance that the Company’s personnel will not be impacted by these regional disease outbreaks and pandemics and ultimately that the Company would see its workforce productivity reduced or incur increased medical costs and insurance premiums as a result of these health risks.

In addition, the pandemic has created a dramatic slowdown in the global economy. The duration of the outbreak and the resulting travel restrictions, social distancing recommendations, government response actions, business disruptions and business closures may have an impact on the Company’s exploration operations and access to capital. There can be no assurance that the Company will not be impacted by adverse consequences that may be brought about by the pandemic’s impact on global industrial and financial markets which may reduce metal prices, share prices and financial liquidity thereby severely limiting access to essential capital.

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Management Discussion & Analysis

(formerly Revolver Resources Inc.) For the Period Ended December 31, 2020

Additional Information in relation to the Company

Additional information relating to the Company is available:

• (a) On SEDAR at www.sedar.com

• (b) On the Company’s website at www.ggxgold.com

• (c) In the Company’s annual audited financial statements for the year ended June 30, 2020.

Outstanding Shares Data

utstanding Shares Data
Common Shares (February 12, 2021) Stock Options Stock Options Stock Options Stock Options Stock Options Stock Options Stock Options Warrants Warrants Warrants Warrants Warrants Warrants Warrants Warrants Warrants Warrants Warrants Warrants Warrants Warrants Warrants Warrants Warrants Warrants Agents’ Warrants Agents’ Warrants *Agents’ Warrants Agents’ Warrants Agents’ Warrants Agents’ Warrants	Number Exercise Price Expiry Date
	$ 30,566,767 n/a n/a 31,667 0.300 March 7, 2021 183,333 0.795 October 27, 2021 283,333 0.300 April 10, 2022 250,000 0.600 August 1, 2022 166,667 0.300 April 25, 2024 1,000,000 0.220 August 30, 2024 400,000 0.220 July 25, 2025 815,000 0.300 January 11, 2021 250,000 0.350 January 29, 2021 1,087,500 0.350 February 8, 2021 1,565,000 0.300 February 8, 2021 40,000 0.350 February 9, 2021 40,000 0.240 February 19, 2021 305,000 0.300 February 28, 2021 85,000 0.350 February 28, 2021 216,666 0.450 April 05, 2021 900,000 0.450 April 06, 2021 73,333 0.450 April 15, 2021 936,389 0.450 May 24, 2021 100,000 0.450 June 04, 2021 2,000,000 0.120 June 10, 2022 3,052,500 0.200 June 15, 2022 233,333 0.600 July 05, 2022 2,000,000 0.120 July 9, 2022 783,333 0.750 August 17, 2022 40,000 0.350 January 29, 2021 66,000 0.350 February 8, 2021 21,000 0.350 February 28, 2021 67,500 0.200 June 15, 2022 1,000 0.600 July 5, 2022 69,167 0.750 August 27, 2022

*Expire Subsequent to the period ended December 31, 2020

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