Glen Eagle Resources Inc. — Interim / Quarterly Report 2020

Sep 1, 2020

Management's Discussion and Analysis Glen Eagle Resources Inc.

Second quarter ended June 30, 2020

(in Canadian dollars, unless otherwise stated)

	MANAGEMENT'S DISCUSSION AND ANALYSIS3
1.1	RESPONSIBILITY OF FINANCIAL REPORTS3
1.2	FORWARD LOOKING STATEMENTS3
1.3	NATURE OF ACTIVITIES4
1.4	FINANCIAL HIGHLIGHTS5
1.5	KEY ECONOMIC TRENDS7
	Gold market7
	Phosphate market9
1.6	Discussion on exploration and exploitation activities9
	GOLD PROPERTIES9
	Cobra Oro de Honduras S.A. (100% wholly owned subsidiary)9
	PHOSPHATE PROPERTIES11
	Moose Lake, Lac St-Jean area (Quebec)11
1.7	CHANGES IN ACCOUNTING POLICIES11
1.8	SELECTED FINANCIAL INFORMATION12
	A)STATEMENT OF CONSOLIDATED NET INCOME AND COMPREHENSIVE INCOME12
	B)CONSOLIDATED FINANCIAL POSITION FOR THE YEARS ENDED June30, 2020 and 201920
1.9	INVESTING ACTIVITIES22
1.10	FINANCING ACTIVITIES24
1.11	SUMMARy OF QUARTER RESULTS25
1.12	RELATED PARTY TRANSACTIONS26
1.13	LIQUIDITY AND CAPITAL RESOURCES27
1.14	OFF-BALANCE SHEETS ARRANGEMENTS27
1.15	CRITICAL ACCOUNTING POLICIES AND ESTIMATES27
1.16	RECENT ACCOUNTING STANDARDS27
1.17	FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS28
1.18	NON-IFRS MEASURES28
1.19	RISKS AND UNCERTAINTIES28
1.20	SUBSEQUENT EVENTS33
1.21	QUALIFIED PERSON33
1.22	OUTLOOK33
1.23	DISCLOSURE OF OUTSTANDING SHARE AND WARRANT DATA33
1.24	ADDITIONNAL INFORMATION AND CONTINUOUS DISCLOSURE34
	CORPORATE INFORMATION34

MANAGEMENT'S DISCUSSION AND ANALYSIS

This management's discussion and analysis ("MD&A") follows rule 51-102A of the Canadian Securities administrators regarding continuous disclosure for reporting issuers. It is a complement and supplement to Glen Eagle Resources Inc.'s (the "Corporation") consolidated financial statements and related notes for the quarter ended June 30, 2020 and should also be read in conjunction with both the consolidated audited financial statements for the year ended December 31, 2019 and the annual MD&A for the year ended December 31, 2019 to provide further information on historical and past performance. This MD&A represents the views of management on current activities and past and current financial results of the Corporation, as well as an outlook of the activities of the coming months. The Corporation's significant accounting policies are set out in Note 3 of the audited consolidated financial statements for the year ended December 31, 2019. This report should be read in conjunction with the Corporation's consolidated financial statements prepared in accordance with the International Financial Reporting Standards (''IFRS'') as issued by the International Accounting Standards Board.

1.1 RESPONSIBILITY OF FINANCIAL REPORTS

This MD&A constitutes management's review of the factors that affected the Corporation's financial and operating performance for the quarter ended June 30, 2020. Management is responsible for the preparation of the Financial Statements and the MD&A. The Board of Directors (the "Board") has the responsibility to ensure that management assumes its responsibilities with regards to the preparation of the Financial Statements and the MD&A. To assist management, the Board has created an Audit Committee. The Audit Committee meets with management to discuss the operating results and the financial situation of the Corporation. It then makes its recommendations and submits the Financial Statements and the MD&A to the Board for their review and approval. Following the recommendation of the Audit Committee, the Board has approved the Financial Statements and the MD&A on August 30, 2020.

Glen Eagle Resources is a publicly traded Corporation listed on the TSX Venture Exchange ("TSX-V") under the symbol "GER".

1.2 FORWARD LOOKING STATEMENTS

This MD&A contains forward-looking statements that are based on the Corporation's expectations, estimates and projections regarding its business, the mining industry in general and the economic environment in which it operates as of the date of the MD&A. These statements are reasonable but involve a number of risks and uncertainties, and there can be no assurance that they

will prove to be accurate. Therefore, actual outcome and results may differ materially from those expressed in or implied by these forward-looking statements. The estimates contained therein to date are preliminary in nature and are based on a number of assumptions, any one of which, if incorrect, could materially change the projected outcome. Factors that could affect the outcome include, among others: the actual results of current production and exploration, price of gold, silver and phosphate, competition, general business, economic, political and social uncertainties, pandemics, environmental issues, additional financial requirements and the Corporation's ability to meet such requirements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ from those anticipated.

1.3 NATURE OF ACTIVITIES

The Corporation's current activities consist in the production of gold and silver from the purchasing and processing of material in Honduras. They also consist in owning mining concessions in Honduras such as ''La Cobra''since May 2017, which is in the social acceptance phase, with the intention to proceed with an exploration and evaluation program on the property. The Corporation plans to make other concession acquisitions and will develop by exploration and evaluation program the properties or sell as exploration assets. A transaction for the acquisition of ''Piedra Dora'' is in the final stage and the Corporation is preparing for an exploration program to resume shortly. Finally, the activities consist in the exploration and evaluation of its phosphate property called ''Moose Lake' located in Quebec (Canada).

The Corporation currently receives low grade material, from a local deposit, and higher grade material purchased from nearby small mining operations to be processed at its wholly-owned milling facility to produce gold and silver which is sold internationally at market prices.

The recovery of the exploration and evaluation assets is dependent upon: the discovery of economically recoverable reserves and resources, securing and maintaining title and beneficial interest in the properties, the ability to generate cash flow or obtain the necessary financing to complete exploration, evaluation, development and construction of processing facilities, obtaining certain government approvals and proceeds from disposal of assets.

1.4 FINANCIAL HIGHLIGHTS

For the period ended June 30, 2020, the Corporation recorded total sales of $284,892 ($356,680 in Q2-2019), with a negative operating margin of $72,056 ( negative $263,092 in Q2-2019) and a consolidated net comprehensive loss of $381,001 (loss of $647,157 in Q2-2019).

Highlights for the perio ended Q1-2020

Operational

• During Q2-2020, the company produced 48 onces of gold (135 onces in Q2-2019) and 206 ounces of silver (361 onces of silver in Q2-2019).
• During Q2-2020, the plant processed 726 tons of material, for an average of 19 t/day, representing 27% of the plant production capacity. This compares to tons of material, for an average of 30 t/day representing 45% of the plant capacity in Q2-2019.
• During Q2-2020, the average material recovery rate was 49% compared to 52% in Q2- 2019 and 61% for the year 2019.
• During Q2-2020, the average grade per ton of material processed was 4.2 gr/t compared to an average 3.4 gr/t in Q2-2019 and 3.8 gr/t for the year 2019. The average grade was stable during the periods.
• The average material cost per ton processed during Q2-2020 was $68/ ton at 4.2 gr/t , compared to $58/ton for year 2019 at a 3.4 gr/t .

Financial

• Consolidated net loss of $268,764 in Q2-2020 compared to a consolidated net loss of $577,428 in Q2-2019.
• Negative EBITDA of $274,840 in Q2-2020 compared to a negative $569,519 in Q2-2019.
• Negative cash flows of $40,941 from operating activities before change in working capital in Q2-2020 compared to a negative cash flows of $349,280 in Q2-2019.

Strategy for 2020

Improvement of the production capacity usage and of the material recovery ratio

• The production process was in a maintenance and repair program mode during the fourth quarter of 2019. The material recovery increased to 67% in Q1-2020, compared to the previous quarter of 50% in Q4-2019. During Q2-2020, as the Covid 19 closed all business for almost all quarter, local management was proceeding with daily review of equipments and the monitoring of an adequate spare parts inventory. The Corporation intends to increase the investment in funds for spare parts, to help in reducing the number of days of production stops.
• The material recovery ratio situation was addressed, is analysed and will improved with the assistance of metallurgist with knowledge of the different geology at various sites where Cobra suppliers are located.
• The reduction of ton per day and usage of the production capacity was the result of stops in material suppliers activity. The extent of the impact of the COVID-19 on our operational and financial performance, including our ability to execute our 2020 business plan in the expected time frame, will depend on future developments, including the duration and severity of the pandemic and related restrictions, all of which are uncertain and cannot be predicted.

Reduction of material cost per ton (gram processed)

• Management is meeting material suppliers to increase the daily volume of material processed at the plant and to increase the average grade per ton processed to a minimum of 4 gr/t during 2020.

• Management believes that in order to minimize the cost of material, the plant should also be feeded with material produced on its own concession during 2020. For that reason, since many months, it is actively searching for new concessions to ensure constant material availability to the plant, at the lowest cost. It has concluded final agreement in the acquisition of Pidra Dorada, and intends to proceed with an exploration program on that property.

• (1) EBITDA: "Earnings before interest, taxes and depreciation" is a non-IFRS financial performance measure with no standard definition under IFRS. It is therefore possible that this measure could not be comparable with a similar measure of another corporation. The Corporation uses this non-IFRS measure as an indicator of the cash generated by the operations and allows investor to compare the profitability of the Corporation with others by canceling effects of different assets bases, effects due to different tax structures as well as the effects of different capital structures. EBITDA is calculated on p.18 of this MD&A. See the "Non- IFRS Measures" section 1.18 of this MD&A.

• (2) Cash-flow per share is a non-IFRS financial performance measure with no standard definition under IFRS. It is therefore possible that this measure could not be comparable with a similar measure of another corporation. This measure is calculated on p.18 of this MD&A. See the "Non-IFRS Measures" section 1.18 of this MD&A. The Corporation uses this non-IFRS measure which can also be helpful to investors as it provides a result which can be compared with the Corporation market share price.

1.5 KEY ECONOMIC TRENDS

Subsequent to year-end, an outbreak of a new strain of coronavirus (COVID-19) resulted in a major global health crisis which continues to have impacts on the global economy and the financial markets at the date of completion of the financial statements. These events may cause in the future significant changes on the Corporation's ability to complete planned exploration and evaluation activities, execute its 2020 business plan in the expected time frame, or our ability to obtain debt and equity financing.

Following these events, the Corporation has taken and will continue to take action to minimize the impact. However, it is impossible to determine the financial implications of these events for the moment.

Gold market

During the current period ended on June 30, 2020, gold price rose steadily with a closing price of $1,782/oz compared to $1,519/oz at the end of 2019 for an increase of 17% since December 31, 2019.During the second quarter ended June 30, 2020, the averaged market price for gold was $1,655/oz compared to $1,392/oz during 2019.

The price of gold and exchange rates influenced the selling revenue of metals and the exchange rate between the US and Canadian dollars had an impact on transfers of funds between the entities.

So far, the market was driven by the following developments:

It's late in the credit cycle, and it appears the end of the expansion phase is in sight. This being the case, we can see that government deficits are going to increase, due to lower tax receipts and higher welfare commitments as economic activity contracts. This will be covered by an increase in the rate of monetary inflation, which we are already seeing.

Besides the decline in global trade being a clear signal that the global economy is in trouble, the budget deficit in the US will rise and therefore the trade deficit will tend to rise as well. This is bound to provoke the Fed into financing the US government deficit through yet more QE.

Expectation that the U.S. Federal Reserve will not hike interest rates and curb its asset purchase program;

The overarching driver of the gold price for the year 2020 and beyond will be the development of the global financial situation including the levels of debt piled by Western governments. The present situation preserves gold as an attractive insurance asset or store of value for many conservative investors. Geopolitical risks will also further support this position of gold as a safe haven. Some analysts estimate that the Chinese debt, yuan devaluation, Real Estate situation and US/China trade war could be the determining factors supporting steep rises in the price of gold as they expect a correction over the next 12 to 18 months, as the market in these sectors of economy, seems to be overbought.

The main economies in Asia (China, Russia, India and Iran) are all turning their backs on the dollar for trade settlement. This will have a profound effect on central bank reserves not just in Asia, but elsewhere as well, with the dollar being sold. Some countries, notably Russia, are buying gold instead.

Exchange rates

The quarter end and quarterly exchange rates for 2020 and 2019 were as follows:

	$US/$CAD		HNL/$CAD
	2020	2019	2020	2019
March 31 (closing rate)	1.419	1.335	0.0571	0.0543
Q-1 (average rate)	1.341	1.329	0.0542	0.0544
June 30 (closing rate)	1.366	1.311	0.0549	0.0531
Q-2 (average rate)	1.388	1.338	0.0558	0.0547

The price of gold and exchange rates influenced the price per onze sold and the exchange rate between the US and Lempiras, compared to Canadian dollar, had an impact on transfers of funds between the entities.

Phosphate market

The continued unstable political situation in the western Sahara, where a large portion of the world supply of phosphate is mined continues to put pressure on investors and fertilizer producers (which are all highly integrated) to develop safer more stable sources. North America runs a deficit of roughly 4 million tonnes per year expected to increase to 8 million tonnes per year by 2020. Global demand for phosphate is increasing at approximately 3% per year due to global population growth and a shift in dietary habits towards more protein-rich foods.

These factors contribute to the accelerated development of projects in North America, and specifically in the province of Québec where several high phosphate concentrate deposits have been identified.

1.6 DISCUSSION ON EXPLORATION AND EXPLOITATION ACTIVITIES

GOLD PROPERTIES

Cobra Oro de Honduras S.A. (100% wholly owned subsidiary)

Production development

During the second quarter of 2020, the Corporation experienced a low material recovery ratio, due to problems with the thickener system equipment and due to an insufficient level of production supplies in its spare parts inventory. As the lead time to receive parts from the international suppliers is around two months, more funds will have to be allocated to increase the number of spare parts, equipment and production supplies in this inventory, in order to minimize the time needed to repair equipments.

During thesecond quarter, the plant operations was not active as the government stopped the activity for all business in Honduras. Only by the end of May, the government allowed a special permit to reopen the plant. The company has orders parts for equipment that should be arriving in the next couple of weeks, allowing better material recovery.

Material supply

On May 17, 2017, the Corporation acquired through its wholly owned Hondurian subsidiary, the mining claim for the property called "La Cobra", which was assigned to the Corporation by the Ministry of Mines of Honduras. The property covers approximately 775 hectares, is located in Nacaome Department, Honduras.

During the first quarter of 2019, the Corporation signed agreements with local material providers that can provide high grade materials to the plant. Through its new partnership, Minera Moloncosa has committed to supply Cobra Oro with high grade ore coming from its private underground mine. The mine has been in operation for more than 30 years and currently employs 160 direct workers. The event was publicly announced on Choluvision, the main TV channel in Southern Honduras based on the importance and impact of the alliance on the small mining community in Southern Honduras.

On April 14th , 2019, the Ministry of Mines of Honduras, in conjunction with the Small Miners Cooperative ("COOP") of the municipality of el Corpus, Choluteca, Honduras, have called a meeting with Cobra Oro, Glen Eagle's production subsidiary in Honduras. The miners wish to discuss forming a joint venture between Cobra Oro and the COOP under the Ministry's umbrella. The Corpus concession is located 20 minutes away from Cobra Oro's Gold Mill.

On May 7th , 2019, the Company announced that a one (1) year contract was signed with Inception Mining (Clavo Rico), for the supply of mineral accessible on a paved road and located less than 30 minutes away from its gold processing plant in Choluteca, Honduras.

On June 4th , 2019, the Company signed an agreement with Sociedad Industria Extractiva S.A., being the third contract added this to secure the supply of material at the plant.

Although, during 2019, the property ''La Cobra'' was in process of socialization with the community, the Corporation was always searching for other concessions available to ensure future feed to the plant at the lower cost to ensure maximum profitability.

Since April 27th, 2020, the company is in the final stage of completing the acquisition of Piedra Dorada mining concession located in the rich mining district of El Corpus in Honduras. The concession is easily accessible all year long by the main road and covers 10 square kilometers of land located in the center of a 25 km wide corridor known to contain highly elevated gold values. A swap between property La Cobra and Piedra Dorada is being engineered. The agreement for the acquisition of Piedra Dorada, was finalized by the parties and is subject to final approval by the Ministry of Mines.

Permits

On November 24, 2016, the Corporation announced that the most valuable permit (beneficiary permit) to meet mining compliance in Honduras has been renewed irrevocably in favor of Cobra Oro for the next fifteen years while its environmental permit was approved and validated. This confirmed that the Hondurian minister of mine reviewed Cobra Oro production facilities and approved the production process applied by the Corporation.

PHOSPHATE PROPERTIES

Moose Lake, Lac St-Jean area (Quebec)

On February 18, 2015, the Corporation announced the results of a very successful drilling program on Moose Lake located near highway 172, approximately 100 km North of Chicoutimi, Quebec. A total of 3,300 meters were drilled and designed with a two folds purpose which was to deepen 11 holes previously drilled in 2012 that did not cross at depth the entire phosphate bearing unit. The current drilling program successfully increased the phosphate intercepts at depth in every hole. This section of the drill program accounted for 585 meters. The main phosphate bearing body which was estimated to be 1.5 kilometer long by 250 meters wide can now be confirmed with a greater degree of certainty. The program seems to have tested the outer limit of the deposit along strike to the East as grade and thickness of the mineralization decreased with drill holes LO-14-16 to LO-14-20 intercepting limited widths. Since 2017, no exploration work was done, as the focus is on the Honduras project and as market conditions for financing are difficult.

The Corporation plans an exploration program when phosphate market conditions are favorable.

1.7 CHANGES IN ACCOUNTING POLICIES

Exploration and Evaluation Expenses

On October 1st , 2019, the Company changed its accounting policy related to exploration and evaluation expenses, which previously consisted in capitalizing all such expenditures. The Company believes that expensing early stage exploration and evaluation costs as incurred provides more reliable and relevant financial information. Under the new policy, the cost of acquiring prospective properties and exploration rights continues to be capitalized and exploration and evaluation costs, subsequent to acquisition, are expensed until it has been established that a mineral property is commercially viable and a mine development decision has been made by the Company.

Thereafter, the Company will capitalize expenditures incurred to develop the mine, prior to the start of mining operations.

The audited consolidated financial statements as at and for the period ended December 31, 2018 have been adjusted retroactively to reflect adjustments made as a result of this change in accounting policy.

1.8 SELECTED FINANCIAL INFORMATION

The Corporation prepared its consolidated financial statements in accordance with IFRS, as published by the International Accounting Standards Board. The Corporation's consolidated financial statements are presented in Canadian dollars, which is also the functional currency of the Corporation.

A) STATEMENT OF CONSOLIDATED NET INCOME AND COMPREHENSIVE INCOME

Years ended June 30, 2020, 2019 and 2018

REVENUESAND EXPENSES	2020	2019	2018
	$	$	$
Sales			(Adjusted –
			section 1.7)
Gold & silver	284,892	356,680	818,497
Cost of sales
Stock pile ore	(36,908)	(96,284)	(122,610)
Consumables	(12,271)	(41,134)	(18,832)
Salaries, benefits and other employee expenses	(70,040)	(134,098)	(122,517)
Electricity	(12,554)	(54,141)	(67,626)
Equipment repair and maintenance	(10,102)	(43,420)	(31,055)
Production supplies	(32,589)	(66,893)	(48,419)
Depreciation of plant and equipement	(42,054)	(41,202)	(25,810)
Depreciation transportation	(6,732)	(6,596)	(6,628)
Variation of finished goods	26,474	(153,786)	(99,679)
Variation of work in process inventory	(160,172)	17,782	-
Total Cost of sales	(356,948)	(619,772)	(543,176)
Gross operating Income (loss)	(72,056)	(263,092)	275,321
General and administration charges

Office expenses and rent	(7,824)	(30,908)	(19,487)
Consulting and management fees	(60,170)	(60,518)	(58,149)
Share basedpayments	-	(114,886)	-
Professional fees	(33,566)	(22,360)	(18,289)
Public company expenses	(8,012)	(11,353)	(13,314)
Depreciation and amortization	(10,786)	(10,565)	(10,617)
Business development	(5,458)	(16,087)	(29,897)
Total G&A	(125,816)	(266,677)	(149,753)
Selling expenses	(23,947)	(27,358)	(25,844)
General exploration, net of tax credits	-	(400)	(1,710)
Impairment of exploration and evaluation
assets			-
Operating loss	(221,819)	(557,527)	98,014
Interest income	-	83	428
Interest expense and bank charges	(46,589)	(19,390)	(1,752)
Other expenses		-	-
Foreign exchange loss	(356)	(594)	20,109
Net lossfor the period	(268,764)	(577,428)	116,799
Other comprehensive loss (income) net of
incometax:Currencytranslationadjustment	(112,237)	(69,725)	20,933
Comprehensiveloss for the year	(381,001)	(647,153)	137,732
Basic and diluted
Netloss per share	(0.00)	(0.01)	(0.00)

No dividends were declared or paid in 2019, 2018 and 2017.

Until March 31, 2017, the Hondurian subsidiary (Cobra Oro De Honduras) was considered in a preproduction stage; therefore, gold and silver revenues earned and production expenses incurred up to that date, were recorded as a reduction or increase of the property and equipment costs which were capitalized at the Consolidated Statement of Financial Position.

OVERALL PERFORMANCE

SALES

During the period ended June 30, 2020, gold and silver sales amounts to $284,892 (131 gold onces equivalent) while for the same period in 2019, sales amounted to $356,680 (202 gold onces equivalent). The total sales for the current period decreased by 20% compared to total sales for the period ended on June 30, 2019.

During the second quarter ended June 30, 2020, the gold price continued its increase trend between $1,583 us and $1,782 us per ounce on June 30, 2020 with an average price of $1,655 us per ounce sold during the current quarter ($1,392 us during 2019). This variation of the price per once coupled with the variation in the foreign exchange impacted favorably the sales level.

Two important production factors to improve for increasing sales level in 2020.

Material recovery rate

Recovery rates for the second quarter of 2020 compared to the first quarter in 2020 are listed in the table below in the cost of sales section. There was no improvement considering that the parts ordered to improve the recovery, could not be received at the plant, as the international supplies were stopped due to Covid 19. Therefore, during Q2-2020, the recovery of 49% was similar to the 52% realized in Q2-2019. During the year 2019, only the third quarter gave an encouraging signal with 83% recovery.

The maintenance of an adequate spare parts inventory, results in ensuring that defective production units can be repaired or replaced promptly. Because of the lead time of two months to receive spare parts and supplies from its suppliers, the Corporation still has to invest more funds in order to increase the number of items stored in its inventory, which ultimately will lower the time needed for solving a production problem. This would reduce production stoppage due to the lack of available spare parts.

Management is analysing all production processes to determine the reasons for the weak material recovery, as it considers that a minimum of 80% recovery is necessary.

Usage of production capacity

During the quarter ended Q2-2020, the Corporation processed 726 tons representing 27% usage of the production capacity, compared to 2,372 tons in Q2-2019 representing 45% of the production capacity.

During Q2-2020, the production was stopped 73 days compared to 40 days during Q2-2019. During the current quarter, the lack of acceptable material also resulted in production stops as management want to avoid non-profitable machinery depreciation. Local management is focusing on finding quality material that will allow an higher usage of the plant. From the middle of March, the plant was closed as other business, on the authority request because of the covid-19. It was reopen two months later on May 15th . However, some suppliers could not deliver material due to health employee problems.

Local management is focused to correct the production problems to improve material recovery ratio and production usage capacity.

COST OF SALES

Material supplies

Material purchased - grade per ton

During Q2-2020, the grade per ton of the material processed increased to 4,2 g/t compared to an average 3,4 g/t of material processed during Q2-2019.

The Corporation has tested materials from various suppliers and is presently negociating agreements to obtain sufficient material at a higher grade (3gr/t +), for ensuring full production capacity and an optimized grade per ton material processed. Management is meeting material suppliers with the objective of increasing the average grade processed at the plant to a minimum of 4 gr/t.

Local management is dedicated to find new material with higher grade, to improve the profitability of the plant.

Cost per ton purchased

During Q2-2020, material costs (incl. consumables) incurred amounted to $49,179 on sales of $284,892 resulted in material cost representing 17% of sales compared to Q2-2019 where the material cost of $137,418, on sales net of $356,680 represented 38% of sales. During Q2-2020, the company paid a lower price than during Q2-2019, because the plant was closed from March 15 up to May 15th and as the material was not available due to Covid 19 pandemic, the company processed its own tailings to recover any gold left in these. There was no cost for this material, except handling, for that material which caused the drop of material on sales ratio to be reduced at 17%.

Management believes that the lowest cost for materal will be paid when the plant is feeded with material produced on its own concession. A new concession will ensure constant material availability to the plant, at a lower cost.

Table of statistics:	Tonsday	peraverage	% usageplant capacity (**)	% Materialrecovery rate (*)	Gradeper ton
YEAR 2019-average
Period January 1stDecember 31th–		51	63%	61%	3.8
Q1-2019
January 1st –March 31th		42	60%	62%	5.3
Q2-2019
April 1st–June 30th		30	45%	52%	3.4
Q3-2019
Jul 1st-September 30th		69	77%	83%	2.5
Q4-2019
October 1st –December 31th		58	64%	50%	4.7
YEAR 2020-average
Period January 1stDecember 31th–		27	39%	61%	3.7
Q1-2020
January 1st–March 31th		32	46%	67%	3.5
Q2-2020
stApril1–June 30th		19	27%	49%	4.2

(*) Excludes the silver ounces recovered as the Corporation is paying the material supplies received from locals, based on the gold grams determined to be in the material, after laboratory analysis. During 2019, the silver content represents an additional 1% to 2% recovery rate not considered. (**)Since January 1st 2018, the tons per day achievable considering all equipments in place is 70 tons per day for 26 days per month. For the second part of 2019, the standard was revised to 90 tons per day but as recovery could not follow, it was brought back to 70 tons per day for the time being.

Salaries

During the period ended June 30, 2020, labor costs amounted to $70,040 ($96/ton processed) , compared to $134,098 ($56/ton processed) for Q2-2019. This situation is due to the stop in production for most of the quarter for Covid19 pandemic.

Electricity

During the period ended June 30, 2020, electricity cost amounted to $12,554 ($17/ton processed) compared to $54,141 ($23/ton processed) for Q2-2019. This situation is due to the stop in production for most of the quarter for Covid19 pandemic.

Equipment repair and maintenance

During the period ended June 30, 2020, the cost for repair and maintenance amounted to $10,102 ($14/ton processed) , compared to $43,420 ($18/ton processed) for Q2-2019. This situation is due to the stop in production for most of the quarter for Covid19 pandemic.

Production supplies

During the period ended June 30, 2020, the cost for production supply amounted to $32,589 ($45/ton processed) , compared to $66,893 ($28/ton processed) for Q2-2019. This situation is due to the stop in production for most of the quarter for Covid19 pandemic.

Gross operating margin

During the current quarter ended June 30, 2020, a gross operating loss of $72,056 was recorded compared to a loss of $263,092 during Q2-2019. These negative margin are attributable to a low material recovery rate of 49% and a low production capacity usage of 27% during the current quarter. This situation is due to the stop in production for most of the quarter for Covid19 pandemic.

Management is working on improving each of these issue to ensure profitability during 2020.

G&A

The general and administration total expense of $125,816 for Q2-2020 and $266,677 for Q2-2019 were reduced significantly. When excluding the charge for Share base payments of $114,886 for Q2-2020, the G&A expenses for Q2-2020 were $125,816 compared to $151,791.

Currency translation adjustment

During the current quarter, the company recorded an unrealized gain on currency translation. This situation occurred as the assets of the subsidiary Cobra Oro de Honduras, being valued at $3,505,000 were translated in Canadian dollars at a lower cad/Lempiras ratio, due to the depreciation of the Lempiras resulting in a loss of $112,237.

In summary:

During Q2-2020, the level in the production capacity usage of 27%, a material recovery ratio of 49% resulted in the lack of revenue and an higher material cost per ton, therefore the operating loss of $268,764.

By improving the maintenance procedures and determining with more accuracy the spare parts to be inventoried, the Corporation can reduce the production stoppages and therefore increase plant efficiency as it did during the third quarter of 2019 with 77% of usage of production capacity and 83% of material recovery.

By improving the quality of material and processing higher grade, the material recovery will increase. Since few quarters, the Corporation is testing materials from various suppliers. It intends to finalize agreements in order to obtain sufficient quality material (4grams+) to be processed at the plant.

To reduce the material cost per ounce produced, local management is actively searching new concessions to ensure constant material availability and reduce the material cost.

The production started back on May 15th, by special decree on covid 19 but not all suppliers have started back their operations on that date.

Managements expects that the overall operations will make a return to profitability, as material suppliers get their operations back on track and as the covid 19 pandemic slows down.

RECONCILIATION OF NET LOSS AND COMPREHENSIVE LOSS TO EBITDA

EBITDA reconciliation

	Q2-2020	Q2-2019
		Adjusted
		section 1.7
Reconciliation of net comprehensivelosstoEBITDA (1)
Net and comprehensive loss	(381,001)	(647,153)
Financial expense	46,589	19,390
Depreciation	59,572	58,363
(1)EBITDA	(274,840)	(569,519)

Reconciliation of net cash flow from operating activities before change in working capital items per share (2) Net cash flow used in operating activities before change in working capital items (2) (40,941) (349,280) Basic weighted average number of common shares outstanding 82,868,108 82,868,108

• (1) EBITDA: "Earnings before interest, taxes and depreciation" is a non-IFRS financial performance measure with no standard definition under IFRS. It is therefore possible that this measure could not be comparable with a similar measure of another Corporation. The Corporation uses this non-IFRS measure as an indicator of the cash generated by the operations and allows investor to compare the profitability of the Corporation with others by canceling effects of different assets bases, effects due to different tax structures as well as the effects of different capital structures. See the "Non-IFRS Measures" section 1.18 of this MD&A.
• (2) Net cash-flow from operating activities before change in working capital per share is a non-IFRS financial performance measure with no standard definition under IFRS. It is therefore possible that this measure could not be comparable with a similar measure of another Corporation. See the "Non-IFRS Measures" section 1.18 of this MD&A. The Corporation uses this non-IFRS measure which can also be helpful to investors as it provides a result which can be compared with the Corporation market share price.

General exploration and evaluation expenditures for the period ended June 30, 2020, 2019 and 2018.

The general exploration charge net of tax credits during the period ended June 30, 2020 of nil [$400 in 2019 and $1,710 in 2018] represents exploration expenses incurred where the Corporation did not have the option to acquire the claims.

B) CONSOLIDATED FINANCIAL POSITION FOR THE PERIOD ENDED June 30, 2020 and December 2019

As at June 30, 2020, the total assets amount to $3,505,438 ($3,589,988 on December 31, 2019). The property and equipment amounts to $3,062,184 [$3,066,089 on December 31, 2019] and the variation is for the most part, resulting from the depreciation and variation in foreign exchange. The exploration and evaluation assets amounts to $214,727 as at June 30, 2020 [$214,727 on December 31, 2019] capitalized as per the policy modification described in section 1.7. As at June 30, 2020, the current liabilities of $1,236,944 [$1,002,887 as at December 31, 2019] includes an amount of $431,736 for tax and other non-compliance penalty for which no scheduled payment terms have been determined and an amount of interest due to insiders of $110,402; a provision for asset retirement obligations for an amount of $69,428 was recorded on June 30, 2020 ($65,678 on December 31, 2019).

	June 30, 2020	December 31, 2019
Financial Position	$	$
		(Adjusted-1.7)
Current assets	228,527	309,172
Property and equipment	3,062,184	3,066,089
Exploration and evaluation assets	214,727	214,727
Total Assets	3,505,438	3,589,988
Current liabilities	1,236,944	1,002,887
Term loans	660,000	660,000
Provision	69,428	65,678
Convertible debentures	142,524	137,596
Shareholders' equity	1,396,542	1,723,827
Total liabilities and Equity	3,505,438	3,589,988

Property and equipment (P&E)

	Land$	Building$	Plantequipment$	Vehicle$	Machinery andEquipment$	Total$
Cost
As at January 1, 2020Additions	524,017-	394,993-	2,148,032-	18,306-	517,1844,951	3,602,5324,951
Foreign exchange	18,399	13,867	75,419	643	18,672	127,000
As at June 30,2020	542,416	408,860	2,223,451	18,949	540,807	3,734,483
Accumulated depreciation
As at January 1, 2020DepreciationForeign exchange	---	(78,332)(22,658)(2,719)	(353,292)(74,771)(12,301)	(9,967)(1,879)(348)	(94,850)(17,876)(3,306)	(536,441)(117,184)(18,674)
As at June 30, 2020	-	(103,709)	(440,364)	(12,194)	(116,032)	(672,299)
Net book valueJune 30, 2020	542,416	305,151	1,783,087	6,755	424,775	3,062,184
	Land	Building	Plantequipment	Vehicle	Machinery andEquipment	Total
Cost	$	$	$	$	$	$
As at January 1, 2019Additions	550,366-	414,853-	2,256,039-	19,227-	492,40549,464	3,732,89049,464
Foreign exchange	(26,349)	(19,862)	(108,007)	(921)	(24,685)	(179,824)
As at December 31, 2019	524,017	394,991	2,148,032	18,306	517,184	3,602,530
Accumulated depreciation
As at January 1, 2019DepreciationForeign exchange	---	(36,354)(44,548)2,570	(219,532)(147,005)13,245	(6,662)(3,693)388	(63,394)(35,145)3,689	(325,942)(230,391)19,892
As at December 31, 2019	-	(78,332)	(353,292)	(9,967)	(94,850)	(536,441)

Exploration and evaluation assets (E&E) – section 1.9

Capitalized exploration and evaluation assets are comprised of wholly owned mining rights, undivided interests in properties as described in the section 1.9:

Costs of E&E assets at the end of the year:

Mining properties	Moose LakeCanada(phosphate)$	La Cobra -Honduras(gold)$	Total$
Balance January 1, 2019	210,160	1	210,161
Additions	4,566	-	4,566
Balance December 31, 2019Additions	214,726-	1-	214,727-
Balance June 30, 2020	214,726	1	214,727

During the period, the Corporation has not spent on exploration and evaluation assets as funds were allocated to the Honduran processing plant.

During the quarter, the Corporation concluded a final agreement to obtain ownership of the Piedra Dorada concession in the municipality of El Corpus, Choluteca in Honduras. The property La Cobra was remitted in exchange of 80% of the concession Piedra Dorada owned by a private company in Honduras. The owner will keep 20% of the property and will be responsible for 20% of the exploration costs.

1.9 INVESTING ACTIVITIES

GOLD PROPERTIES

Piera Dorada – El Corpus – Honduras

On November 24, 2016, Cobra Oro de Honduras obtained the renewal for a period of 15 years, of the ''Beneficiary permit'' which confirms that the Corporation meets mining compliance in Honduras; the environmental permit was approved and validated.

On May 17, 2017, the Corporation acquired through its wholly owned Honduran subsidiary, the property called "La Cobra", which was assigned to the Corporation by the Ministry of Mines of Honduras. The property covering approximately 775 hectares, is located in the Valle Department, Honduras.

During the quarter, the Corporation concluded a final agreement to obtain ownership of the Piedra Dorada concession in the municipality of El Corpus, Choluteca in Honduras.

Land purchase

On February 2, 2018, the Corporation purchased an additional land adjacent to the current plant facilities for $161,727 us ($199,118 cad). This acquisition of 4,967 square meters of land was to build a tailings pound, to allow increased production throughput.

PHOSPHATE PROPERTIES

Moose Lake – (Lac St-Jean Quebec).

On October 12, 2011, the Corporation entered into an option agreement with a private company and two individuals, to acquire a 100% interest in a phosphate property ("Moose Lake"), composed originally of 90 claims, located in St-Jean Lake area (Quebec), approximately 150 km South of Lisette Lake. As per the agreement, the Corporation has agreed to pay an amount of $428,000 in cash or in share equivalent and to spend $400,000 on E&E work over a seven year period. Under the terms of the agreement, the vendors agreed to grant the Corporation the exclusive and irrevocable right to earn a 100% interest in the property in consideration of the following: i) upon acceptance by the TSX Venture Exchange, the Corporation issued to the Vendors 200,000 shares representing a $93,000 payment; ii) after six months, the Corporation shall pay $100,000 (paid in share equivalent); iii) at the first anniversary date of the signing of the agreement, the Corporation shall pay $75,000 (paid in share equivalent); iv) after 20 months of the signing of the agreement, the Corporation must have spent $100,000 in E&E work (completed); v) at the second anniversary date of the signing of the agreement, the Corporation shall pay $60,000 (paid in share equivalent); vi) at the third anniversary date of the signing of the agreement, the Corporation shall pay $60,000 (in cash or in share equivalent), and have spent an additional $100,000 on E&E work on the property(completed); vii) at the fourth anniversary date of the signing of the agreement, the Corporation shall pay $40,000 (in cash or in share equivalent) (revised from $60,000) payable by one payment of $10,000 on December 15, 2015 and three yearly payments of $10,000 starting September 30th, 2016 (paid), September 30th, 2017 (paid) and on September 30th, 2018 (paid), and have spent an additional $200,000 (completed) on E&E work on the property; as the obligations of the option agreement are fully respected, the right to property was transferred to the Corporation.

Following an addendum to the original agreement, the Corporation could stake claims adjacent to the Moose property and therefore, more than doubled the size of the property. All claim charges for annual fees and costs for transferring and managing the claims will be at the charge of the Corporation. The vendor, being an exploration company, will be in charge of the realization of the E&E work on the field. Furthermore, when claims are transferred, the Corporation will assume a 1% NSR payable to the vendor and redeemable by tranche of 0.5% for $500,000 each.

On December 31, 2018, the Corporation abandoned 60 claims which resulted in an impairment charge of $69,347.

The Corporation complied with all obligations to maintain the rights on the property. The Corporation owns a total of 81 claims.

1.10 FINANCING ACTIVITIES

The Corporation is pursuing its financing alternatives mainly through the issuance of new equity and with the collaboration of its financial advisors.

CONVERTIBLE DEBENTURE

On December 13th, 2018, the Corporation completed the financing of a $150,000 convertible debenture bearing interest at a rate of 12% per annum and maturing on December 12, 2021. The principal amount of the debenture will be payable at the maturity date and accrued interest will be paid on June 30 and December 31 of each year until maturity date. The debenture is convertible at $0.20 into units, composed of one common share and one common share purchase warrant. The unit is to be converted at $0.20 a share until maturity date for a total of 750,000 shares and 750,000 common share purchase warrants to be exercised at $0.30 for two years after conversion of the debenture.

TERM LOANS

A first loan of $100,000 by an insider, is a non-guaranteed loan due on April 30th, 2021, that was closed on October 20, 2018, bears interest at an annual rate of 15%. The interest are payable twice a year on June 30 and December 31st. An Officer of the Corporation has guaranteed this loan.

A second loan of $150,000 by an insider, is a non-guaranteed long term loan due on April 30, 2021, that was closed on October 20, 2018, bears interest at an annual rate of 15%. The interest are payable twice a year on June 30 and December 31. The two loans were contracted with an insider of the Corporation.

A third loan of $410,000 by an insider, is a non-guaranteed loan due on May 29, 2023, that was closed on May 30, 2019, bears interest at an annual rate of 12%. The interest are payable monthly.

EXERCICE OF WARRANTS

There are no outstanding warrants left as all warrants were all exerciced.

1.11 SUMMARY OF QUARTER RESULTS

The following table contains a summary of quarterly results of the last eight quarter-ends.

	Net	Comprehensive	Netearnings/(loss)
Quarter ended	income (loss)	Income (loss)	per share
June 30, 2020	(268,764)	(381,001)	(0.00)
March 31, 2020	(235,163)	(18,117)	(0.00)
December 31, 2019	(130,578)	(171,819)	(0.00)
September 30, 2019	(52,184)	(10,801)	(0.00)
June 30, 2019	(577,428)	(647,153)	(0.01)
March 31, 2019	(288,627)	(374,217)	(0.00)
December 31, 2018	(413,975)	(290,992)	(0.00)
September 30, 2018	(182,930)	(264,412)	(0.00)

During the quarter ended June 30, 2020, a net loss of of $268,764 was recorded compared to a net loss of $577,428 for the same period in 2019; the variation is mainly due to the variation in gross margin for $191,036 and in the G&A where share base payments for $114,886 can explain the variance.

During the quarter ended March 31, 2020, a net loss of $235,163 was recorded compared to a net loss of $288,627 for the same period in 2019; this positive variation was due to a reduction in the G&A expenses. The $217,046 income between the net income and comprehensive income is a currency translation adjustment resulting from he increase in value of the Lempiras compared to the Canadian dollar, during Q1-2020.

During the quarter ended December 31, 2019, a net loss of $130,578 was recorded compared to a net loss of $413,975 for the same period in 2018; the variation is mainly due to the variation in the gross margin between the two periods.

During the quarter ended September 30, 2019, a net loss of $52,184 was recorded compared to a net loss of $182,930 for the same period in 2018; the variation is mainly due to the variation in the gross margin of $166,371 between the two periods.

During the quarter ended June 30, 2019, a net loss of $577,428 was recorded compared to a net gain of $116,799 for the same period in 2018; the variation is mainly due to the variation in the gross margin of $655,541 between the two periods.

During the quarter ended March 31, 2019, a net loss of $288,627 was recorded compared to a net loss of $172,754 for the same period in 2018; the variation is mainly due to the variation in the gross margin of $127,792.

During the quarter ended December 31, 2018, a net loss of $413,975 was recorded compared to a net loss of $275,477 for the same period in 2017. The variation is explained by the high cost of ore material and depreciation during 2017. This was the result of a poor recovery rate of 51% for the period.

During the quarter ended September 30, 2018, a net loss of $182,930 was recorded compared to a net loss of $194,428 for the same period in 2017; the variation is mainly due to the gross operating loss during Q3-2018 compared to Q3-2017.

During the quarter ended June 30, 2018, a net income of $116,799 was recorded compared to a net loss of $572,620 for the same period in 2017; the variation is mainly due to the variation in gross margin for $462,815, share base payments for $122,996 and Impairment of exploration and evaluation assets for $83,301.

1.12 RELATED PARTY TRANSACTIONS

Remuneration of key management

Key management includes directors and senior executives of the parent company and its subsidiary. The compensation recognized as an expense and paid to key management for services is presented below:

Related party transactions	June 302020$	June 302019$
Management fees	52500	50,880
Share based payments	-	109,171
	52,500	160,051

During the period, companies controlled by officers and directors charged an amount of $3,600 ($3,600 - 2018) for office expenses and rent. An amount of $104,400 is due to Officers of the Corporation at the end of the period. Out of this amount due, on February 11th, 2020, the Corporation contracted a share or debt transaction with an Officer by which consulting fees for an amount of $40,000, are converted at $0.08 per share into 500,000 shares. This transaction is subject to TSX and desinterested shareholders approval.

1.13 LIQUIDITY AND CAPITAL RESOURCES

As at June 30, 2020, the Corporation has a negative working capital of $1,008,417 (negative of $693,715 as at December 31, 2019). In the event that cash flows from its operations in Honduras would be insufficient, management is of the opinion that additional financings would be necessary to maintain the status of its current and future obligations.

The Corporation's principal source of financing is equity financing, the success of which depends on capital markets, the attractiveness of exploration companies to investors, and metal prices. To continue its future exploration activities and be able to support its ongoing operations, the Corporation will need to maintain and expand its relationships with the financial community in order to obtain further equity financing which is often necessary to support exploration programs.

Management estimates that current funds will not be sufficient to meet the Corporation's obligations and budgeted expenses through December 31, 2020. Any additional funding may be met in the future in a number of ways including but not limited to, increase in production, the issuance of new equity instruments and debt financing.

1.14 OFF-BALANCE SHEETS ARRANGEMENTS

The Corporation has not entered into any off-balance sheet arrangements including, without limitation, in respect of guarantee contracts, contingent interests in assets transferred to unconsolidated entities, derivative financial obligations, or in respect to any obligation under a variable interest equity arrangement.

1.15 CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. There is a full disclosure and description of the Corporation's significant accounting policies, critical policies estimates, judgments and assumptions in notes 3 and 4 of the audited financial statements for the year ended December 31, 2019. Management has established these amounts in a reasonable manner, in order to ensure that the financial statements are presented fairly in all material respects.

1.16 RECENT ACCOUNTING STANDARDS

New standards and interpretations adopted

There is no new accounting standards to be adopted in 2020.

1.17 FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

Financial assets and liabilities have been classified into categories that determine their basis of measurement and, for items measured at fair value, whether changes in fair value are recognized in the consolidated statement of income or comprehensive income. Those categories are: fair value through profit or loss; loans and receivables; available for sale financial assets; and, for liabilities, amortized cost. The table reproduced in the consolidated financial statements as at December 31, 2019, shows the carrying values and fair values of assets and liabilities for each of these categories as at June 30th, 2020 and December 31th, 2019. Furthermore, financial risks factors are well described in these financial statements.

1.18 NON-IFRS MEASURES

Throughout this document, the Corporation has provided measures prepared according to IFRS as well as some non-IFRS financial performance measures. Because the non-IFRS performance measures do not have any standardized definition prescribed by IFRS, they may not be comparable to similar measures presented by other companies. The Corporation provides these non-IFRS financial performance measures as they may be used by some investors to evaluate our financial performance. Accordingly, they are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These non-IFRS financial performance measures were reconciled to reported IFRS measures within the document. (Refer to section 1.8 for description and reconciliation of those non-IFRS measures).

1.19 RISKS AND UNCERTAINTIES

An investment in the common shares of the Corporation should be considered highly speculative for a variety of reasons. The following is a general description of certain significant risk factors which should be considered:

a) Mining industry and mining projects

Exploration and development projects have no operating history upon which to base estimates of future operating costs and capital requirements. Mining projects frequently require a number of years and significant expenditures during the mine development phase before production is possible. Development projects are subject to the completion of successful feasibility studies, obtaining the necessary governmental permits and securing necessary financing. The economic feasibility of such development projects is based on many factors such as estimation of reserves, metallurgical recoveries, future metal prices, and capital and operating costs of such projects. Exploration and development of mineral deposits thus involve significant financial risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. In fact, a mine must generate sufficient revenues to offset operating and development costs such as the costs required to establish reserves by drilling, to develop metallurgical processes, to construct facilities and to extract and process metals from the ore. Once in production, it is impossible to determine whether current exploration and development programs at any given mine will result in the replacement of current reserves with new reserves. The Corporation is subject to risks and hazards inherent to the mining industry, including fluctuations in metal prices, costs of constructing and operating a mine as well as processing and refining facilities in a specific environment, availability of economic sources of energy and adequacy of water supply, adequate access to the site, unanticipated transportation costs, delays and repair costs resulting from equipment failure, changes in the regulatory environment (including regulations relating to prices, royalties, duties, taxes, restrictions on production, quotas on exportation of minerals, as well as the costs of protection of the environment and agricultural lands), and industrial accidents and labor actions or unrest. The occurrence of any of these factors could materially and adversely affect the development of a project and as a result materially and adversely affect the Corporation's business, financial condition, results of operations and cash flow.

b) Licence and permits

Should the exploration activities be conducted by the Corporation and be successful, it may not be able to obtain the necessary licenses or permits to conduct or pursue its exploration and mining operations on its properties, and thus would realize no benefit from its exploration activities on its properties. Furthermore, as part of its ore processing activities, the Corporation is required to obtain several permits. Although the Corporation believes it will obtain the required permits, it may face administrative delays in doing so, which could impact its operations.

c) Political and country risk

The principal interest of the Corporation is located in Honduras. The Corporation believes that government of Honduras supports the development of its natural resources by foreign companies. However, there is no assurance that future political and economic conditions in Honduras will not result in the government adopting different policies regarding foreign ownership of mineral resources, taxation, exchanges rates, environmental protection, labor relations, and the repatriation of funds. The possibility that a future government may adopt substantially different policies, which might extend to the expropriation of assets, cannot be ruled out. The Corporation's current and future mineral exploration and mining activities could be impacted by widespread civil unrest and rebellion. Country risk refers to the risk of investing in a country, dependent on changes in the business environment that may adversely affect operating profits or the value of assets in a specific country. For example, financial factors such as currency controls, devaluation or regulatory changes, or stability factors such as mass riots, civil war and other potential events contribute to companies' operational risks. Currently and since its operation began in Honduras, the Corporation has not suffered any of these risks.

d) Supply and quality of feedstock

The Corporation's operations involve the purchase of mineral ore from local producers which is then converted to supply the production of its plant. The increase in production and revenues of the Corporation will depend on the availability of the mineral ore being supplied by the local producers. To mitigate this risk, the Corporation is increasing the number of suppliers of mineral ore.

As the Corporation does not mine its own ore, it does not have entire control over the ore grade supplied from its suppliers. Therefore this situation can have an impact over the volume of gold produced and gold sales. The Corporation mitigates this risk by working with a minimum cutoff purchase grade when possible to ensure best efficiency and profitability of its plant operations.

e) Competition

The Corporation is in competition with other processing companies in Honduras. Although the Corporation has been able in the past, to maintain and even increase its market share and build a good reputation with its suppliers, in that field of operation, there can be no assurance that it will indefinitely retain its position in this market. The Corporation is increasing efforts on the ground to develop the growth of its processing business. The Corporation is also in competition with other mining companies for the acquisition of interests in precious and base metal mining exploration properties. In the pursuit of such acquisition opportunities, the Corporation competes with several Canadian and foreign companies that may have substantially greater financial and other resources. Although the Corporation has acquired many such assets in the past, there can be no assurance that its acquisition efforts will succeed in the future.

f) Dependance on management

The success of the operations and activities of the Corporation is dependent to a significant extent on the efforts and abilities of its management team. See "Directors and Officers" for details of the Corporation's current management. Investors must be willing to rely to a significant extent on their discretion and judgment. The Corporation does not maintain key employee insurance on any of its employees. The Corporation depends on key personnel and cannot provide assurance that it will be able to retain such personnel. Failure to retain such key personnel could have a material adverse effect on the Corporation's business and financial condition.

g) Regulation and Environmental Requirements

The activities of the Corporation require permits from various governmental authorities and are governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, environmental protection and other matters. Increased costs and delays may result of the need to comply with applicable laws and regulations. If the Corporation is unable to obtain or renew licenses, approvals and permits, it may be curtailed or prohibited from proceeding with exploration or development activities.

h) Capital Needs

The exploration and evaluation, development, mining and processing of the Corporation's properties may require substantial additional financing. The only current source of future funds available to the Corporation is the sale of additional equity capital and the borrowings of funds. There is no assurance that such funding will be available to the Corporation or that it will be obtained on terms favourable to the Corporation or will provide the Corporation with sufficient funds to meet its objectives, which may adversely affect the Corporation's business and financial position.

In addition, any future equity financings by the Corporation may result in a substantial dilution of the existing shareholders. Failure to obtain sufficient financing may result in delaying or indefinite postponement of further exploration and evaluation, development or production on any or all of the Corporation's properties or even a loss of property interest.

i) Commodity Prices

The market price of the Corporation's common shares, its financial results and its exploration and evaluation, development and mining activities have previously been, or may in the

future be, significantly adversely affected by the volatility in the price of precious or base minerals, including gold, and phosphate.

j) Uninsured Risks

The Corporation's business is subject to a number of risks and hazards, including environmental conditions adverse, environmental regulations, political uncertainties, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to the Corporation's properties or the properties of others, delays in mining, monetary losses and possible legal liability.

k) Going Concern

The future of the Corporation depends on its ability to finance its activities and to develop its assets. Failure to obtain sufficient financing may result in the Corporation not being able to continue its operations, realize its assets and discharge its liabilities in the normal course of business in the foreseeable future.

l) Uncertainty due to COVID-19

The duration and full financial effect of the COVID-19 pandemic is unknown at this time, as are the measures taken by governments, companies and others to attempt to reduce the spread of COVID-19. Any estimate of the length and severity of these developments is therefore subject to significant uncertainty, and accordingly estimates of the extent to which the COVID-19 may materially and adversely affect the Company's operations, financial results and condition in future periods are also subject to significant uncertainty. Glen Eagle Resources 's operating counterparties have announced temporary operational restrictions due to the ongoing COVID-19 pandemic, including reduced activities and operations placed on care and maintenance. In the current environment, the assumptions and judgements made by the Company are subject to greater variability than normal, which could in the future significantly affect judgments, estimates and assumptions made by management as they relate to potential impact of the COVID-19 and could lead to a material adjustment to the carrying value of the assets or liabilities affected. The impact of current uncertainty on judgments, estimates and assumptions extends, but is not limited to, the Company's valuation of its long-term assets, including the assessment for impairment and impairment reversal. Actual results may differ materially from these estimates.

1.20 SUBSEQUENT EVENTS

None

1.21 QUALIFIED PERSON

Gilles Laverdière P.Geo., is the Qualified Person under National Instrument 43-101 who has reviewed the scientific and technical information in this document.

1.22 OUTLOOK

The availability of funds is a function of the capital markets. The Corporation is searching for financing in a difficult market, impacted by the COVID-19 . It is confident to be in a position to finance itself and to find new mining properties.

The Corporation's ability to continue as a going concern is dependent upon raising additional funds. The outcome of these matters cannot be predicted at this time.

1.23 DISCLOSURE OF OUTSTANDING SHARE, OPTIONS AND WARRANT DATA

Disclosure of outstanding securities as at August 30, 2020

Common shares outstanding: 82,868,108

Options outstanding: 6,455,000

Numberofoptions	ExercisePrice	ExpiryDate
1,800,000	$0.07	December 29, 2020
1,335,000	$0.105	July 13, 2021
70,000	$0.12	February 13, 2022
850,000	$0,20	April 26, 2022
175,000	$0.225	January 25, 2023
350,000	$0.13	January 24, 2024
1,450,000	$0.105	June25, 2024
425,000	$0.10	February 13, 2025

Warrants outstanding: none

1.24 ADDITIONNAL INFORMATION AND CONTINUOUS DISCLOSURE

Additional information on the Corporation is available through regular filings of quarterly and annual financial statements and press releases on SEDAR (www.sedar.com) or on our web site www.gleneagleresources.com

(s) Daniel BélisleDaniel BélisleChief Financial Officer & Corporate Secretary
Transfer AgentsComputershare Canada1500 University, Suite 700
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Exchange Listing
TSX-VTicker symbol: GERCussip: 87973L103ISIN: CA87973L1031

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Auditors Head Office