Giant Mining Corp. — Interim / Quarterly Report 2021

Nov 28, 2020

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Bam Bam Resources Corp. (formerly known as KOPR Point Ventures Inc.)

Management Discussion and Analysis For the period ended September 30, 2020

This Management's Discussion and Analysis (“MD&A”) of Bam Bam Resources Corp. (the ”Company”) provides information that management believes is relevant to the assessment and understanding of the Company’s results of operations and financial condition for the period ended September 30, 2020. This MD&A supplements the condensed interim consolidated financial statements of the Company and the notes thereto for the period ended September 30, 2020, which were prepared in accordance with International Financial Reporting Standards (“IFRS”). This MD&A should be read in conjunction with the Company’s audited consolidated financial statements and corresponding notes for the fiscal year ended June 30, 2020. This MD&A is prepared as of November 27, 2020.

Except as otherwise disclosed, all dollar figures included herein are quoted in Canadian dollars. The following discussion and analysis provides information that management believes is relevant to the assessment and understanding of the Company’s results of operations and financial condition. Additional information relevant to the Company’s activities can be found on SEDAR at www.sedar.com.

FORWARD-LOOKING INFORMATION

This discussion contains “forward-looking statements” that involve risks and uncertainties. Such information, although considered to be reasonable by the Company’s management at the time of preparation, may prove to be inaccurate and actual results may differ materially from those anticipated in the statements made.

This MD&A may contain forward-looking statements that reflect the Company’s current expectations and projections about its future results. When used in this MD&A, words such as “estimate”, “intend”, “expect”, “anticipate” and similar expressions are intended to identify forward-looking statements, which, by their very nature, are not guarantees of the Company’s future operational or financial performance, and are subject to risks and uncertainties and other factors that could cause the Company’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this MD&A or as of the date otherwise specifically indicated herein.

Due to risks and uncertainties, including the risks and uncertainties identified above and elsewhere in this MD&A, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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COMPANY OVERVIEW

Bam Bam Resources Corp. (formerly KOPR Point Ventures Inc.) (“the Company”) was incorporated on March 10, 2017 under the laws of British Columbia. The address of the Company’s corporate office and its principal place of business is 2831 Wembley Drive, North Vancouver, BC.

The Company was listed on the Canadian Securities Exchange (“CSE”) under the symbol “NP” subsequent to the completion of its Initial Public Offering on December 19, 2017.

The Company’s principal business activities include the acquisition and exploration of mineral property assets. The recoverability of amount shown for exploration and evaluation asset is dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete the development of and the future profitable production from the property or realizing proceeds from its disposition.

HIGHLIGHTS

• On August 17, 2020, the Company announced the appointment of Mr. Joel Warawa to the Board of Directors. The Company accepted the resignation of Mr. Philip Kwong at the same time.

• On August 31, 2020, the shares of the Company began trading on a consolidated basis of one postconsolidation share for every ten pre-consolidation shares.

• On September 14, 2020, the Company closed an over-subscribed non-brokered private placement financing for total gross proceeds of $1,975,000. The Company has allotted and issued 9,875,000 units at a price of $0.20 per Unit. Each Unit is comprised of one common share and one warrant. Each Warrant will entitle the holder to purchase one additional common share for a period of thirty six months at a price of $0.25 per share, subject to accelerated expiry. In the event that the Company’s common shares trade at a closing price at or greater than $0.50 per share for a period of 10 consecutive trading days, the Company may accelerate the expiry date of the warrants by giving notice to the holders thereof, and in such case, the warrants will expire on the 30[th] day after the date on which such notice is given by the Company. In relation to the Private Place, the Company has paid finder’s fees of $7,200 and issued 36,000 finder’s warrants to an arm’s-length party, with each finder’s warrant exercisable into a common share at a price of $0.25 per share, subject to the same accelerated expiry as above. The Company will use the proceeds from the Private Placement towards exploring its Majuba Hill Property and general working capital. All securities issued are subject to a four-month-and-one-day hold period expiring on January 15, 2021.

• On September 15, 2020, the Company announced that its common shares traded on the OTC Markets Group Inc.’s Pink Sheets in the United States are now “DTC eligible” with The Depository Trust Company (DTC).

• On September 21, 2020, the Company announced the appointment of Mr. Yari Nieken to the Board of Directors to serve as a non-executive, independent member. Mr. Nieken has an extensive range of public company and capital market experience. As a founder of Foremost Capital Inc., an exempt market dealer, he continues to provide in depth consulting for numerous publicly listed issuers in the health care, mineral extraction, technology, and wellness industry. Throughout the years, he has served on the boards and as an officer of several public and private issuers. His involvement in those companies has led to the numerous financings that raised substantial capital in his career. He was formerly an investment adviser at Union Securities Corp., where he gained a variety of knowledge in the public market. Mr. Nieken holds a Master of Business Administration (MBA) from the Sydney Graduate School of Management and a Bachelor of Arts from the University of British Columbia.

• On September 30, 2020, the Company announced the appointment of Dr. Mike Ressel to its Board of Advisors. Dr. Ressel currently works with Mine Development Associates (a division of RESPEC), a consulting company that conducts mineral resource studies for the mining industry. Prior to MDA, Mike was an economic geologist and assistant professor for the Nevada Bureau of Mines and Geology at the University of Nevada, Reno, where he led field-based studies and published numerous papers on ore deposits of the Great Basin, conducted quadrangle mapping, taught courses and advised graduate and undergraduate students in economic geology, and engaged in extensive public service.

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• On October 13, 2020, the Company announced the appointment of Mr. Bradley J. Dixon to the Board of Directors as a non-executive, independent member. Mr. Dixon is an attorney based in Boise, Idaho, and a partner with Givens Pursley LLP. He is the co-chair of the Givens Pursley Litigation Group and focuses his practice on a variety of complex commercial litigation matters. In his 20 years of experience, Mr. Dixon has amassed a significant portfolio of trial experiences in a variety of commercial disputes including construction litigation, secured transactions, real estate, employment, and natural resources. He is a graduate of Boise State University where he earned a Bachelor of Science in Political Science (1997) with an emphasis on constitutional law and public policy and received his Juris Doctor from Willamette University College of Law (2000) in Salem, Oregon. The Company also accepted the resignation of Joel Warawa as a director of the Company.

• On October 15, 2020, the Company announced that Alan Morris, CPG, has been engaged to wire a new National Instrument 43-101 Technical Report for the Majuba Hill Property. Mr. Morris was the author of the original Technical Report written in 2017, and he has over 39 years of geologic mineral exploration experience in the Western United States, Alaska, and Yukon, Canada. He is particularly knowledgeable about early stage generative projects and mid-stage drill projects for precious and base metal projects. Mr. Morris is a Certified Professional Geologist with the American Institute of Professional Geologists, registry number 10550, a Licensed Geologist in the State of Utah, USA (5411614-2250), and a Registered Professional Geologist in the State of Alaska, USA (555). He graduated with a Bachelor of Science degree in Geology from Fort Lewis College, Durango, Colorado in 1976 and a Master of Science Degree in Geographical Information Science from Manchester Metropolitan University in 2003.

• On November 16, 2020, the Company closed an over-subscribed non-brokered private placement financing for total gross proceeds of $2,590,000. The Company has allotted and issued 5,180,000 units at a price of $0.50 per unit. Each unit is comprised of one common share and one transferrable warrant. Each warrant will entitle the holder to purchase one additional common share for a period of thirty-six months at a price of $0.80 per share, subject to accelerated expiry. In the event that the Company’s common shares trade at a closing price at or greater than $1.50 per share for a period of 10 consecutive trading days, the Company may accelerate the expiry date of the warrants by giving notice to the holders thereof, and in such case, the warrants will expire on the 30[th] day after the date on which such notice is given by the Company. In relation to the private place, the Company has paid finder’s fees of $25,200 and issued 50,400 finder’s warrants to an arm’s-length party, with each finder’s warrant exercisable into a common share at a price of $0.25 per share, subject to the same accelerated expiry as above.

• On November 16, 2020, the Company granted an aggregate of 375,000 restricted share units (the “RSUs”) to directors, officers and consultants of the Company. The RSUs are valid for a one-year term and are subject to a hold period of four months and one day expiring on March 17, 2021. The RSUs are governed by the Company’s RSU Plan, approved by the Company’s shareholders on December 2, 2019.

RESULTS OF OPERATIONS

During the period ended September 30, 2020, the Company had a net loss of $877,124, an increase of $770,205, compared to the loss of $106,919 for the period ended September 30, 2020.

The increase in operating expenses is primarily the result of an increase in business activities in relation to the development of the Majuba Hill property and expansion of market awareness.

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SUMMARY OF QUARTERLY RESULTS

		Three months ended	Three months ended
	Sept. 30, 2020	June 30, 2020	Mar. 31, 2020	Dec. 31, 2019
Net loss	(877,124)	(1,461,084)	$ (387,086)	$ (136,119)
Basic and diluted lossper share	(0.12)	(0.29)	$ (0.12)	$ (0.07)
		Three months ended
	Sept. 30, 2019	June 30, 2019	Mar. 31, 2019	Dec. 31, 2018
Net loss	$ (106,919)	$ (1,911,446)	$ (1,408,086)	$ (2,164,919)
Basic and diluted lossper share	$ (0.05)	$ (0.93)	$ (1.11)	$ (3.28)

EXPLORATION AND EVALUATION ASSETS

	Moosehead	Majuba Hill
	Property	Property	Total
	$	$	$
Acquisition costs:
Balance, June 30, 2019	125,750	181,567	307,317
Additions	–	103,405	103,405
Impairment	(125,750)	–	(125,750)
Balance, June 30, 2020	–	284,972	284,972
Additions	–	–	–
Impairment	–	–	–
Balance,September 30,2020	–	284,972	284,972
Exploration costs:
Balance, June 30, 2019	23,197	244,301	267,498
Additions	–	386,560	386,560
Impairment	(23,197)	–	(23,197)
Balance, June 30, 2020	–	630,861	630,861
Additions	–	390,155	386,560
Impairment	–	–	(23,197)
Balance,September 30,2020	–	1,021,016	1,021,016
Carrying amounts:
Balance,June 30,2020	–	915,833	915,833
Balance,September 30,2020	–	915,833	915,833

Moosehead Gold Project

On August 1, 2018, the Company acquired the Moosehead Gold Project located close to the town of Grand Falls-Windsor in North-Central Newfoundland. In addition, the Company also acquired claims on Thwart Island in St. John’s Bay. On August 17, 2018, in connection with the acquisition of the Moosehead Gold Project the Company made a cash payment of $90,000 and issued 65,000 common shares with a fair value of $35,750.

During the year ended June 30, 2020, the Company decided not to further proceed with the exploration of the property. As a result, the Company recorded a write-down of $148,947.

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Majuba Hill Copper Project

On May 28, 2018 (“Effective Date”), the Company entered into an Exploration Lease and Option to Purchase Agreement with Majuba Hill LLC, a Nevada limited liability company (the “Owner”), for the Majuba Hill Copper Project in Nevada, USA. The Owner has granted to the Company the exclusive option and right to acquire ownership of the property (the “Option”) for the final purchase price of US$4,000,000 due on or before May 28, 2028 and a series of minimum payments (“Minimum Payments”).

• i) Cash payments to be made:

• US$50,000 upon execution of the agreement; (paid)

• US$50,000 on or before May 28, 2019 (paid);

• US$75,000 on or before May 28, 2020; (paid)

• US$100,000 on or before May 28, 2021;

• US$125,000 on or before May 28, 2022 and each subsequent anniversary of the agreement date;

• ii) Shares to be issued:

• 2,500 upon execution of the agreement (issued);

• 2,500 on or before May 28, 2019 (issued);

• 2,500 on or before May 28, 2020; (issued)

• 2,500 on or before May 28, 2021; and

• iii) Exploration expenditures to be incurred:

• US$100,000 on or before May 28, 2019 (incurred);

• US$350,000 on or before May 28, 2020;

The Company will also pay to the Owner a production royalty (the “Royalty”) based on the Net Smelter Returns from the production and sale of Minerals from the Property. The Royalty percentage rate applicable to the production of Precious Metals will be three percent (3%). The Royalty percentage rate applicable to the production of Minerals, except Precious Metals, shall be one percent (1%).

The Company’s main focus is on the Majuba Hill Copper Project where several geological exploration programs were undertaken this year along with reassessment of historic drilling and exploration.

In April 2020, the Company announced that, after reassessment of historic drilling and exploration, the geological team at Majuba Hill were pleased to report that they have outlined three gold zones associated with the Majuba Hill copper (gold) porphyry project in Pershing County, Nevada. The ongoing, historical data review highlighted significant gold values associated with the copper in historic drill holes, surface rock chips, and soil sampling. This data suggests that Majuba Hill is best classified as a copper-gold porphyry.

The Company then begun mobilizing for the 2020 Phase 1 drilling program at its flagship Majuba Hill Property and Harris Exploration Drilling & Associates Inc. of Fallon, NV, mobilized a track mounted Core Rig to the project site. The two initial drill holes are targeting the high-grade copper zones containing significant gold and silver that were identified from the historic drilling. With COVID-19, Bam Bam field personnel and contractors used operational health and safety protocols consistent with ensuring the health and safety of its people, the local community, and the State of Nevada.

In May 2020, the Company announced that it had completed the first core hole for the 2020 Phase 1 drilling program. The hole was designed to expand the copper, gold, and silver mineralization identified in the historic drill data. The hole was halted after intersecting historic workings. Hole MHB-1 is a vertical core hole drilled to 311.5 feet (94.9 M).

Later that month the Company announced it had completed the second core hole, MHB-02, of the 2020 Phase 1 drilling program. The hole was designed to expand the copper, gold, and silver mineralization identified in the historic drill data. Hole MHB-02 was drilled at a -45° inclination on an 045 azimuth to 474.5 feet.

In July 2020, the Company announced that core hole MHB-1 at the Majuba Hill Nevada flagship property has returned significant copper and silver values.

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Results from core hole MHB-1 indicate the zone does continue. Using a length weighted average, the significant interval is:

• 74 feet from 210 to 284 feet @ 0.35% Cu and 10.2 ppm Ag including 5 feet from 242 to 247 feet @ 1.26% Cu and 17.4 ppm Ag and 2 feet from 257 to 259 feet @ 4.22% Cu and 103 ppm Ag.

Starting from the surface MHB-2 intersected an outstanding interval of copper and silver. Using a length weighted average, MHB-2 returned extraordinary results:

• 146 feet from 0 to 146 feet @ 1.41% Cu and 97.6 ppm Ag including 28 feet from 12 to 40 feet @ 0.74% Cu and 120.8 ppm Ag and 43 feet from 91 to 134 feet @ 4.0% Cu and 204.4 ppm Ag

The interval is the drill length, true width of mineralization is not yet known. It is comprised of 34 samples with 33 of the 34 samples greater than 0.05% copper.

The copper equivalent (“CuEq”) value for the drill interval with MHB-2 is:

• 146 feet from 0 to 146 feet @ 2.38% CuEq

Copper CuEq% was calculated by converting length weighted silver values to copper using US$17/ounce silver and US$2.50/lb. copper.

The hole also had 10 feet of good gold values with:

• 10 feet from 122 to 132 feet @ 1.283 ppm Au including 3.5 feet from 127 to 130.5 feet @ 2.33 ppm Au

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In July 2020, the Company discovered additional copper oxide while building an access road and drill sites at its flagship Majuba Hill Nevada Property.

The new road in the Majuba Extension Target Zone opened three new extensive copper oxide zones around two historic prospect pits. The new access road crossed below a small, historic prospect pit and its exposed copper oxide showings that were previously unknown, including malachite and chalcocite. Eighteen outcrop chip-channel samples were collected from five new exposures.

In August 2020, The Company completed 3,000 feet (914m) in four vertical holes on the Majuba Extension Zone. Copper oxides were observed in MHB-5 between 750 and 810 feet. These holes will drill test the Majuba Extension Ridge.

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Three core holes are planned at Majuba Extension Target Zone for the Phase 2 drilling. The plan is to drill 4,500 feet (1,371 m) in the sulfide target zone below the oxide mineralization. The holes will step out from sulfide copper mineralization intersected in MMX-24, test the high chargeability IP zone that is coincident with the high-grade copper in historic drill holes, and test the zone beneath the historic underground mine workings.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s activities have been funded through equity financings and the Company expects it will continue to be able to utilize this source of financing until it develops cash flow from future operations.There can be no assurances the Company will be successful in its endeavors. If such funds are not available or other sources of finance cannot be obtained, then the Company will be forced to curtail its activities to a level for which funding is available or can be obtained.

As at September 30, 2020 the Company had cash of $326,979 compared to a June 30, 2020 cash balance of $8,788. The Company has not pledged any of its assets as security for debt financings and is not subject to any debt covenants. As of June 30, 2020, the financial assets of the Company compared to the significant property obligations and other expenses the Company has committed to indicates the existence of a material uncertainty of the Company’s ability to continue as a going concern.

On September 14, 2020, the Company issued 9,875,000 units at a price of $0.20 per unit for gross proceeds of $1,975,000. On November 16, the Company issued a further 5,180,000 units at a price of $0.50 per unit for gross proceeds of $2,590,000.

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OFF-BALANCE SHEET ARRANGEMENT

The Company has no off-balance sheet arrangements.

RELATED PARTY TRANSACTIONS

• (a) The following fees were incurred by key management personnel (directors, officers and former directors and officers of the Company as well as other management personnel having a significant role in the decision making process): $322,000 (2019 - $52,500) for consulting fees included in operating costs.

• (b) Included in accounts payable at September 30, 2020 is $8,703 (June 30, 2020 - $88,056) due to companies with a common director and/or key management personnel.

CONTRACTUAL OBLIGATIONS

As at September 30, 2020, the Company is obligated under various leases and earn-in agreements related to its exploration and evaluation assets. These obligations are more fully described in Note 4 of the condensed interim consolidated financial statements for the period ended September 30, 2020.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

• (a) Fair Values

Fair value measurements are classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The fair value hierarchy has the following levels:

• Level 1 - valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

• Level 3 - valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair values of financial instruments, which include cash, and accounts payable and accrued liabilities, and loans payable, approximate their carrying values due to the relatively short-term maturity of these instruments.

(b) Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is in its cash. The risk in cash is managed through the use of a major financial institution which has a high credit quality as determined by rating agencies.

(c) Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to interest rate risk as it does not have any assets or liabilities that are affected by changes in interest rates.

(d) Foreign Exchange Rate Risk

Foreign exchange risk is the risk that the Company’s financial instruments will fluctuate in value as a result of movements in foreign exchange rates. As at September 30, 2020, the Company has no significant financial instruments denominated in a foreign currency; however, the Company has exploration and evaluation assets in the U.S. with mineral property option agreement obligations denominated in U.S. dollars. The Company has not entered into foreign exchange rate contracts to mitigate this risk. As at September 30, 2020, the Company is not exposed to any significant foreign exchange rate risk.

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(e) Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company requires funds to finance its business development activities. In addition, the Company needs to raise equity financing to carry out its exploration programs. There is no assurance that financing will be available or, if available, that such financing will be on terms acceptable to the Company.

(f) Price Risk

The Company is exposed to price risk with respect to commodity prices. The Company’s ability to raise capital to fund exploration and development activities is subject to risks associated with fluctuations in the market price of commodities.

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

An analysis of the material components of the Company’s general and administrative expenses is disclosed in the audited consolidated financial statements for the period ended September 30, 2020 to which this MD&A relates.

OUTSTANDING SHARE DATA

Common Shares

As at November 27, 2020, the Company had 21,619,151 common shares issued and outstanding.

Share Purchase Warrants

As at November 27, 2020, the following share purchase warrants were outstanding:

Number of	Exercise
warrants	price
outstanding	$	Expiry date
2,620,200	0.80	August 25, 2021
23,200	0.50	August 25, 2021
8,811,000	0.25	September 14, 2023
5,227,600	0.80	November 16, 2023
16,682,000

Stock Options

As at November 27, 2020, the following stock options were outstanding:

Number of	Exercise
options	price
outstanding	$	Expiry date
50,000	0.60	April 15, 2021
130,000	1.60	May 25, 2021
180,000

Restricted Share Units

As at November 27, 2020, the Company had 375,000 restricted share units outstanding, allowing the holder to receive a common share of the Company without further consideration, vesting on March 17, 2021 and expiring on November 16, 2021.

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CORONAVIRUS PANDEMIC

The current outbreak of COVID-19 and any future emergence and spread of similar pathogens could have an adverse impact on global economic conditions, which may adversely impact the Company’s operations, and the operations of its suppliers, contractors, and service providers, the ability to obtain financing and maintain necessary liquidity. The outbreak of COVID-19 and political upheavals in various countries have caused significant volatility in commodity prices. While these effects are expected to be temporary, the duration of the business disruptions internationally and related financial impact cannot be reasonably estimated at this time.

Similarly, the Company cannot estimate whether or to what extent this outbreak and the potential financial impact may extend to countries outside of those currently impacted. Travel bans and other government restrictions may also adversely impact the Company’s operations.

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