Gold Hunter Resources Inc. — Management Reports 2021

Dec 30, 2021

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MANAGEMENT'S DISCUSSION & ANALYSIS

For the year ended August 31, 2021

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Gold Hunter Resources Inc Management’s discussion and analysis For the year ended August 31, 2021

INTRODUCTION

This Management's Discussion and Analysis ("MD&A") for Gold Hunter Resource Inc., ("Gold Hunter Resources" or the "Company") for the year ended August 31, 2021 has been prepared by management, in accordance with the requirements of National Instrument 51-102 Continuous Disclosure Obligations , as of December 29, 2021, and contains a review and analysis of financial results for Gold Hunter Resources for the year ended August 31, 2021. This MD&A should be read in conjunction with the Company's audited consolidated financial statements and the accompanying notes for the year ended August 31, 2021. The Company's reporting currency is the Canadian dollar and all amounts in this MD&A are expressed in Canadian dollars unless otherwise noted. The Company reports its financial position, results of operations and cash-flows in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

FORWARD-LOOKING STATEMENTS

This MD&A contains forward-looking statements and forward-looking information (collectively, "forwardlooking statements") within the meaning of applicable Canadian legislation, operations and financial performance and condition of the Company. All statements, other than statements of historical fact, included herein including, without limitation, management's expectations regarding the Company's growth, results of operations, estimated future revenues, future demand for and prices of gold and precious metals, business prospects and opportunities, future capital expenditures and financings (including the amount and nature thereof), anticipated content, commencement, and cost of exploration programs in respect of the Company's projects and mineral properties, anticipated exploration program results from exploration activities, the discovery and delineation of mineral deposits, resources and/or reserves on the Company's projects and mineral properties, and the anticipated business plans and timing of future activities of the Company, are forward-looking statements. In making the forward-looking statements in this MD&A, the Company has applied several material assumptions, including without limitation, that there will be investor interest in future financings, market fundamentals will result in sustained precious metals demand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future exploration and development of the Company's projects in a timely manner, the availability of financing on suitable terms for the exploration and development of the Company's projects and the Company's ability to comply with environmental, health and safety laws. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct.

Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "may", "will", "budget", "scheduled", "estimates", "forecasts", "predicts", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative or grammatical variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved.

Forward looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and other factors include, among others:

• general business, economic, competitive, political and social uncertainties;

• the Company's strategies and objectives, both generally and in respect of its specific mineral properties or exploration and evaluation assets;

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Gold Hunter Resources Inc Management’s discussion and analysis For the year ended August 31, 2021

• the ability of the Company to obtain sufficient financing to fund its business activities and plans on an ongoing basis;

• operating and technical difficulties in connection with mineral exploration for the Company's projects generally, including the geological mapping, prospecting, drilling and sampling programs for the Company's projects;

• accuracy of probability simulations prepared to predict prospective mineral resources;

• actual results of exploration activities, including exploration results, the estimation or realization of mineral resources and mineral reserves, the timing and amount of estimated future production, costs of production, capital expenditures, and the costs and timing of the development of new deposits;

• changes in project parameters as plans continue to be refined;

• possible variations in ore grade or recovery rates, possible failures of plants, equipment or processes to operate as anticipated, accidents, labour disputes and other risks of the mining industry;

• delays in obtaining governmental and regulatory approvals, permits or financing or in the completion of development or construction activities;

• changes in laws, regulations and policies affecting mining operations, hedging practices, currency fluctuations, title disputes or claims limitations on insurance coverage and the timing and possible outcome of pending litigation, environmental issues and liabilities, risks related to joint venture operations, and risks related to the integration of acquisitions;

• requirements for additional capital, future prices of precious metals, changes in general economic conditions, changes in the financial markets and in the demand and market price for commodities;

• risks relating to epidemics or pandemics such as COVID–19, including the impact of COVID–19 on the Company's business, financial condition and results of operations; and

• those factors discussed under the headings "Risk and Uncertainties" and "Financial Instruments and Risk Management" in this MD&A and other filings of the Company with the Canadian Securities Authorities, copies of which can be found under the Company's profile on the SEDAR website at www.sedar.com.

These factors should be carefully considered and readers are cautioned not to place undue reliance on forward-looking statements. Although the forward-looking information contained in this MD&A is based upon what management believes to be reasonable assumptions, there can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Such forward-looking information is made as of the date of this MD&A and, other than as required by law, the Company assumes no obligation to update or revise such forward-looking information to reflect new events or circumstances.

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Gold Hunter Resources Inc Management’s discussion and analysis For the year ended August 31, 2021

BUSINESS OVERVIEW

Gold Hunter Resources Inc. (the “Gold Hunter”, the “Company”) is engaged in the acquisition and exploration a mineral exploration. The Company was incorporated on October 30, 2019 under the laws of British Columbia and its common shares are listed on the Canadian Securities Exchange (the "CSE") under the symbol "HUNT". The head office and registered and records offices are located at 9285 203B Street, Langley BC, Canada.

Operational overview

On January 21, 2021 the Company filed a longform prospectus with the British Columbia Securities Commission.

On January 22, 2021 directors officers and key shareholders entered into an escrow agreement with respect to their shareholdings.

On February 12, 2021 the shares of the Company commenced trading on the CSE.

On March 1, 2021 the company filed a report of exempt distribution for the sale of 5 million shares at $0.25 for total gross proceeds of $1,250,000

On May 25, 2021 the company amended the pricing of 800,000 incentive stock options previously granted to the directors and officers raising the exercise price from $0.15 per share to $0.50 per share.

On April 16, 2021 Wade Dawe acquired ownership and control over 550,000 common shares of the company pursuant to a private transaction thereby acquiring approximately 11% of the then issued and outstanding common shares.

On February 23, 2021 Blair Naughty, acquired ownership and control over 1,250,000 Shares of the Company, pursuant to a private placement subscription agreement at a purchase price of $0.25 per share, for a total subscription price of $312,500 this effectively raised his owned or controlled, to an aggregate of 3,050,000 approximately 14.15% of its then issued and outstanding common shares.

On December 1, 2021 the company announced the exploration plans for its Cameron Lake property consisting of soil sampling over 150 x 150 m grid spacing including 300 soil samples and mobile metal ion analysis. The survey aims to provide an opportunity to detect anomalous nickel, copper or gold

EXPLORATION PROJECTS

The Company’s primary exploration asset is the option to acquire a 100% interest in the Cameron East mineral property claims located in the Kenora Mining Division of Ontario.

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Gold Hunter Resources Inc Management’s discussion and analysis For the year ended August 31, 2021

Property Acquisition

Under the option agreement executed on January 15, 2020, Gold Hunter acquire a 100% interest subject to a 1.5% NSR upon making cash payments totaling $66,000 and issue 1,000,000 common shares as follows:

• a. $20,000 on signing of the Agreement ( paid );

• b. $10,000 and 500,000 Shares on the earlier of (i) listing of the Optionee's common shares on the Canadian Securities Exchange, and (ii) March 15, 2021. (Amended on January 15, 2021 - from the first anniversary of the Effective Date, to allow the Company an extension of 60 days); ( paid)

• c. $12,000 on the second anniversary of the Effective Date;

• d. $12,000 and 500,000 Shares on the third anniversary of the Effective Date; and

• e. $12,000 on the fourth anniversary of the Effective Date.

The Company will have the option to purchase a one-half interest (0.75%) of the NSR for further consideration of $1,000,000.

The Cameron Lake property was the subject of a NI 43-1014 report completed on August 31, 2020 by Carolyn K. Hudek, P. Geo. And Brent Clark, P. Geo , both Qualified Persons under the national instrument. A copy of the report can be viewed on Sedar at the link below:

https://www.sedar.com/DisplayCompanyDocuments.do?lang=EN&issuerNo=00050809

RISK FACTORS

Due to the nature of the Company's business and the present stage of exploration of its mineral properties the following risk factors, among others, will apply:

Resource Industry is Intensely Competitive

The resource industry is intensely competitive, and the Company will compete with other companies that have far greater resources.

Resource Exploration and Development is Generally a Speculative Business

Resource exploration and development is a speculative business and involves a high degree of risk, including, among other things, unprofitable efforts resulting both from the failure to discover mineral deposits and from finding mineral deposits which, though present, are insufficient in size and grade at the then prevailing market conditions to return a profit from production. The marketability of natural resources which may be acquired or discovered by the Company will be affected by numerous factors beyond the control of the Company. These factors include market fluctuations, the proximity and capacity of natural resource markets, government regulations, including regulations relating to prices, taxes, royalties, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.

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Fluctuation of Prices

Even if commercial quantities of resource deposits are discovered by the Company, there is no guarantee that a profitable market will exist for the sale of the product produced. Factors beyond the control of the Company may affect the marketability of any substances discovered. Commodity prices have experienced significant movement over short periods of time, and are affected by numerous factors beyond the control of the Company, including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production due to improved exploration and production methods. The supply of commodities is affected by various factors, including political events, economic conditions and production costs in major producing regions. There can be no assurance that the price of any commodities will be such that any of the properties in which the Company has, or has the right to acquire, an interest may be mined at a profit.

Permits and Licenses

The operations of the Company will require consents, approvals, licenses and/or permits from various governmental authorities. There can be no assurance that the Company will be able to obtain all necessary consents, approvals, licenses and permits that may be required to carry out exploration, development and production operations at its projects.

No Assurance of Profitability

The Company has no history of earnings and due to the nature of its business there can be no assurance that the Company will ever be profitable. The Company has not paid dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future. The only present source of funds available to the Company is from the sale of its common shares or, possibly, from the sale or optioning of a portion of its interest in its resource properties. Even if the results of exploration are encouraging, the Company may not have sufficient funds to conduct the further exploration that may be necessary to determine whether a commercial deposit exists. While the Company may generate additional working capital through further equity offerings or through the sale or possible syndication of its properties, there can be no assurance that any such funds will be available on favorable terms, or at all. At present, it is impossible to determine what amounts of additional funds, if any, may be required. Failure to raise such additional capital could put the continued viability of the Company at risk.

Uninsured or Uninsurable Risks

The Company may become subject to liability for pollution or hazards against which it cannot insure or against which it may elect not to insure where premium costs are disproportionate to the Company's perception of the relevant risks. The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration and production activities.

Government Regulations and Political Climate

Mineral exploration on the Company's properties are affected to varying degrees by: (i) government regulations relating to such matters as environmental protection, health, safety and labour; (ii) mining law reform; (iii) tax laws; (iv) restrictions on production, price controls, and tax increases; (v) maintenance of claims; (vi) tenure; and (vii) expropriation of property through nationalization, requisition or confiscation. Any mineral exploration activities conducted by the Company, including commencement of production,

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require permits from governmental authorities and such operations are and will be governed by laws and regulations governing prospecting, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters.

Companies engaged in the development and operation of mines and related facilities generally experience increased costs, and delays in development and/or production and other schedules as a result of the need to comply with applicable laws, regulations and permits. All permits required for the conduct of exploration, development and mining operations, including the construction of mining facilities, may not be obtainable by the Company on reasonable terms, which would have an adverse effect on any mining project the Company might undertake. Additionally, failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining exploration, development or operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

To the best of the Company's knowledge, the Company is and will continue to operate in compliance with applicable legal and environmental regulations and social requirements. However, amendments to current governmental laws and regulations affecting mining companies, or the more stringent application thereof, or shifts in political conditions or attitudes could adversely affect the Company's operations including the potential to curtail or cease exploration programs or to preclude entirely the economic viability of a mineral property. The extent of future changes to governmental laws and regulations cannot be predicted or quantified, but it should be assumed that such laws and regulations will become more stringent in the future. Generally, new laws and regulations will result in increased compliance costs, including costs and time and effort for obtaining permits, and increased delays or fines resulting from loss of permits or failure to comply with the new requirements.

General Economic Conditions

The recent unprecedented events in global financial markets have had a profound impact on the global economy. Many industries, including the gold and base metal mining industry, are impacted by these market conditions. Some of the key impacts of the recent financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign exchange and precious metal markets, and a lack of market liquidity. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates, and tax rates may adversely affect the Company's growth and profitability. Specifically:

• global credit or liquidity crisis’s could impact the cost and availability of financing and the Company's overall liquidity;

• the volatility of commodity prices may impact the Company's future revenues, profits and cash flow;

• volatile energy prices, commodity and consumables prices and currency exchange rates impact potential production costs; and

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Gold Hunter Resources Inc Management’s discussion and analysis For the year ended August 31, 2021

• the devaluation and volatility of global stock markets impacts the valuation of the Common Shares, which may impact the Company's ability to raise funds through the issuance of Common Shares.

These factors could have a material adverse effect on the Company's financial condition and results of operations.

Exploration and Mining Risks

Fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are other risks involved in the operation of mines and the conduct of exploration programs. Substantial expenditures are required to establish reserves through drilling, to develop metallurgical processes, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. The economics of developing mineral properties is affected by many factors including the cost of operations, variations of the grade of ore mined, fluctuations in the price of gold or other minerals produced, costs of processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. In addition, the grade of mineralization ultimately mined may differ from that indicated by drilling results and such differences could be material. Short term factors, such as the need for orderly development of ore bodies or the processing of new or different grades, may have an adverse effect on mining operations and on the results of operations. There can be no assurance that minerals recovered in small scale laboratory tests will be duplicated in large scale tests under on-site conditions or in production scale operations. Material changes in geological resources, grades, stripping ratios or recovery rates may affect the economic viability of projects.

No Known Mineral Reserves

The Company's mineral properties are in the exploration stage and it is without known mineral reserves. Although the Company may discover mineral reserves through its exploration programs, commercial production may not be warranted due to insufficient quantities or unfavourable economic conditions.

In the event a mineral reserve is discovered, substantial expenditures are required to develop the mineral reserve for production including facilities for mining, processing, infrastructure and transportation. The marketability of any minerals discovered may be affected by numerous factors which are beyond the Company's control and which cannot be accurately predicted, such as global economic conditions, mineral markets and mineral pricing, global smelting and refining availability, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection. Depending on the price of minerals produced, the Company may determine that it is not warranted to commence or continue commercial production.

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Gold Hunter Resources Inc Management’s discussion and analysis For the year ended August 31, 2021

Environmental Matters

Existing and possible future environmental legislation, regulations and actions could cause significant expense, capital expenditures, restrictions and delays in the activities of the Company, the extent of which cannot be predicted and which may well be beyond the capacity of the Company to fund. The Company's right to exploit any resource property is and will continue to be subject to various reporting requirements and to obtaining certain government approvals and there can be no assurance that such approvals, including environment approvals, will be obtained without inordinate delay or at all.

There are numerous historic excavations, prospect pits, and shafts within the Gold Hunter Project area, as well as a number of associated waste rock dumps, access roads, and tailings dumps. It is uncertain at present if the historic workings pose a potential environmental liability to the Project, nor if or to what extent the Company might be responsible for their reclamation.

Insufficient Financial Resources

The Company does not presently have sufficient financial resources to undertake by itself the exploration and development of all of its significant exploration and development programs. The development of the Company's properties will therefore depend upon the Company's ability to obtain financing through the joint venturing of projects, private placement financing, public financing or other means. There can be no assurance that the Company will be successful in obtaining the required financing. Failure to raise the required funds could result in the Company losing, or being required to dispose of, its interest in its properties.

Financing Risks

The Company has limited financial resources, has no source of operating cash flow and has no assurance that additional funding will be available to it for further exploration and development of its projects or to fulfill its obligations under any applicable agreements. There can be no assurance that it will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of its projects with the possible loss of such properties.

Dilution to the Company's Existing Shareholders

The Company assesses various options for financing; however, the Company may need to continue its reliance on the sale of securities for future financing. The Company may issue securities on less than favorable terms to raise sufficient capital to fund its business plan. Any transaction involving the issuance of equity securities or securities convertible into common shares would result in dilution, possibly substantial, to present and prospective holders of common shares. The amount of additional funds required will depend largely on the success of the Company's exploration programs.

Increased Costs

Management anticipates that costs at the Company's projects will frequently be subject to variation from one year to the next due to a number of factors, such as the results of ongoing exploration activities (positive or negative), changes in the nature of mineralization encountered, and revisions to exploration programs, if any, in response to the foregoing. In addition, exploration program costs are affected by the price of

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commodities such as fuel, rubber and electricity and the availability (or otherwise) of consultants and drilling contractors. Increases in the prices of such commodities or a scarcity of consultants or drilling contractors could render the costs of exploration programs to increase significantly over those budgeted. A material increase in costs for any significant exploration programs could have a significant effect on the Company's operating funds and ability to continue its planned exploration programs.

Dependence Upon Others and Key Personnel

The success of the Company's operations will depend upon numerous factors, many of which are beyond the Company's control, including (i) the ability to design and carry out appropriate exploration programs on its resource properties; (ii) the ability to produce resources from any resource deposits that may be located; (iii) the ability to attract and retain additional key personnel in exploration, marketing, mine development and finance; and (iv) the ability and the operating resources to develop and maintain the properties held by the Company. These and other factors will require the use of outside suppliers as well as the talents and efforts of the Company and its consultants and employees. There can be no assurance of success with any or all of these factors on which the Company's operations will depend, or that the Company will be successful in finding and retaining the necessary employees, personnel and/or consultants in order to be able to successfully carry out such activities. This is especially true as the competition for qualified geological, technical personnel and consultants is particularly intense in the current marketplace.

Conflicts of Interest

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

Cyber Security Risk

Cyber security risk is the risk of negative impact on the operations and financial affairs of the Company due to cyber-attacks, destruction or corruption of data, and breaches of its electronic systems. Management believes that it has taken reasonable and adequate steps to mitigate the risk of potential damage to the Company from such risks. The Company also relies on third-party service providers for the storage and processing of various data. A cyber security incident against the Company or its contractors and service providers could result in the loss of business sensitive, confidential or personal information as well as violation of privacy and security laws, litigation and regulatory enforcement and costs. The Company has not experienced any material losses relating to cyber-attacks or other information security breaches, however there can be no assurance that it will not incur such losses in the future.

Price Fluctuations and Share Price Volatility

In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly those considered exploration stage companies, have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual and extreme fluctuations in price will not occur.

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Additionally, the current COVID-19 pandemic and efforts to contain it, including restrictions on travel and other advisories issued may have a significant effect on metal prices. Recent vaccine breakthroughs have the potential to mitigate some of the economic disruption caused by the COVID-19 pandemic, but the risks of economic uncertainty and market volatility are expected to remain for the foreseeable future. The Company cannot predict how successful the vaccines will be against COVID-19 or any of its variants, if there will be significant adverse side effects from vaccines, how quickly the vaccines will be available and rolled out to the general population, the willingness of people to get vaccinated and how long it will take for economies to stabilize if and when the vaccines prove to be effective in reducing the spread of COVID-19.

Surface Rights and Access

Although the Company acquires the rights to some or all of the resources in the ground subject to the tenures that it acquires, or has a right to acquire, in most cases it does not thereby acquire any rights to, or ownership of, the surface to the areas covered by its resource tenures. In such cases, applicable laws usually provide for rights of access to the surface for the purpose of carrying on exploration activities, however, the enforcement of such rights can be costly and time consuming. In areas where there are no existing surface rights holders, this does not usually cause a problem, as there are no impediments to surface access. However, in areas where there are local populations or land owners, it is necessary, as a practical matter, to negotiate surface access. There can be no guarantee that, despite having the right at law to access the surface and carry on exploration activities, the Company will be able to negotiate a satisfactory agreement with any such existing landowners/occupiers for such access, and therefore it may be unable to carry out exploration activities. In addition, in circumstances where such access is denied, or no agreement can be reached, the Company may need to rely on the assistance of local officials or the courts in such jurisdiction.

Title

Although the Company has taken steps to verify the title to the resource properties in which it has an interest in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee title. Title to resource properties may be subject to unregistered prior agreements or transfers and may also be affected by undetected defects or the rights of indigenous peoples.

COVID-19

The impact of the outbreak of COVID-19 is uncertain and could ultimately have a significant impact on operations. To date there has been no material negative economic impact on the Company’s operations. The Company continues to follow COVID-19 infection prevention guidance and directives of federal, provincial and regional authorities in respect of acceptable protocols. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effect on the Company’s business or ability to raise funds.

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Gold Hunter Resources Inc Management’s discussion and analysis For the year ended August 31, 2021

SELECTED ANNUAL INFORMATION

Financialyear ended	August 31, 2021	August 31, 2020
Net loss	$(382,019)	$(109,147)
Per share	$(0.02)	$(0.03)
Total assets	$ 1,957,785	$224,853

SUMMARY OF QUARTERLY RESULTS

Below is a summary of the Company’s last eight quarterly results, selected from financial statements prepared under International Financial Reporting Standards:

	Year ending August 31, 2021	Year ending August 31, 2021	Year ending August 31, 2021	Year ending August 31, 2021		Year ending August 31, 2020	Year ending August 31, 2020	Year ending August 31, 2020
	Three months ended - August 31, 2021	Three months ended - May 31, 2021	Three months ended - February 28, 2021	Three months ended - November 30, 2020	Three months ended - August 31, 2020	Three months ended - May 31 30,2020	Three months ended - February 28, 2020	October 30, 2019 (Incorporation) - November 30, 2019
Net (loss) per share	(69,419)	(93,501)	(141,286)	(75,813)	(26,465)	(18,587)	(24,135)	(39,960)
Basic and diluted /loss pershare	(0.01)	(0.01)	(0.01)	(0.00)	(0.00)	(0.01)	(0.01)	(0.02)

Financial Results

Three Months Ended August 31, 2021

Net loss for the three months ended August 31, 2021, was $71,419 (2020 - $24,465),

The primary reason for this increase was the increase in management fees as the Company retained the services of Blair Naughty effective April 01, 2021 and Richard Macey new CEO in March of 2021 each at a monthly fee of $7,000 for a combined total of $58,470 (2020 - $15,000). Filing and listing fees of $7,293 (2020 - $NIL) were incurred this was the first year the Company was listed.

Twelve Months Ended August 31, 2021

Note as the Company was incorporated on October 30, 2019 the comparative period is in effect two months shorter than the current 12 month period.

Net loss in the year ended August 31, 2021 was $382,019 (2020 - $109,147). The increase is largely attributable to the listing expenditures.

Office expenses in 2021 were $10,533 (2020 - $5,670). The increase the result of the website development.

Professional fees of $175,512 (2020 -$15,727) were the result of legal fees in connection with the prospectus, IPO offering and the preparation of agreements related to the ongoing business of the Company.

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Management fees increased substantially $106,470 (2020 -$50,000). The increase related to the additional services of Blair Naughty effective April 01, 2021 and Richard Macey new CEO in March of 2021 each at a monthly fee of $7,000.

Rent expense was $9,000, (2020 - $7,750) related to uneven time in the respective reporting periods.

Filing and listing fees were $43,504 (2020 - $NIL) the increase was the result of the company undertaking a public listing during the 2021 fiscal year.

Share-based payments were $37,000 (2020 - $30,000). Share based payments were related to the company granting stock options to certain key directors and management.

Cash Flows

Cash at the period end was $1,722,636 (2020 - $69,315) an increase of $1,653,321, attributable to the two financings undertaken in the year.

Cash used in operating activities was $327,332 (2020 – $87,176) the key consumption largely attributable to listing activities of $43,504, management fees $106,000, and professional fees of $175,512

Cash used in the acquisition investigation of Exploration assets were was $21,770 (2020 - $106,134). The decrease was due to the timing of payments on the property.

Shares issued for cash amounted to $2,002,423 (2020 - $296,000), a private placement followed by the IPO financing – explained further below.

Liquidity and Capital Resources

Total shareholders’ equity as of August 31, 2021 was $2,311,167 (August 31, 2020 – $296,000) as follows:

Balance as of August 31, 2020 Options exercised Shares issued for cash Shares issued for exploration and evaluation assets Share issuance costs Share based payments Current period loss Balance as of August 31, 2021	$ 216,853 5,543 2,112,500 100,000 (148,995) 37,000 (382,019)
	$1,940,882

Working capital was $1,712,978 as of August 31, 2021 (2020 -$77,344 at August 31, 2020.

The Company does not generate cash flows from operations and accordingly, the Company will need to raise additional funds through the issuance of shares. When acquiring an interest in mineral properties through purchase or option the Company will sometimes issue common shares to the vendor or optionee of the property as partial or full consideration for the property interest to conserve its cash. Although, the Company has been successful in raising funds in the past there can be no assurance that the Company will be able to raise sufficient funds in the future, in which case the Company may be unable to meet obligations in the normal course of business. These factors may cast significant doubt regarding the Company’s ability to continue as a going concern. Should the Company be unable to discharge liabilities

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in the normal course of business, the net realizable value of the Company’s assets may be materially less than amounts on the statement of financial position.

Share Capital

During the year ended August 31, 2020, the Company had the following share capital transactions:

• On February 10, 2021, the Company issued 500,000 common shares pursuant to the mineral property option agreement (Note 4). The common shares had a fair value of $100,000.

• On February 11, 2021, the Company completed a private placement for 5,750,000 common shares at a price $0.15 per share for gross proceeds of $862,500.

• On February 23, 2021 the Company completed an initial public offering for 5,000,000 common shares at a price $0.25 per share for gross proceeds of $1,250,000.

• The Company issued 36,500 shares pursuant to the exercise of broker options for gross proceeds of $5,543.

On February 23, 2021 Blair Naughty, through Canal Front Investments Inc. (a company controlled by Blair Naughty), acquired ownership and control over 1,250,000 Shares of the Company, pursuant to the terms of a private placement subscription agreement at a purchase price of $0.25 per share, for a total subscription price of $312,500. Immediately prior to the closing of the private placement the Acquiror owned or controlled, either directly or indirectly, 1,800,000 Shares of Gold Hunter. As a result of the acquisition of the 1,250,000 purchased shares, the Acquiror owned or controlled, either directly or indirectly, 3,050,000 Gold Hunter shares representing approximately 14.15% of its then issued and outstanding shares.

Further on April 16, 2021, Wade Dawe acquired ownership and control over 550,000 Common Shares of the Company pursuant to a private transaction. Prior to acquiring these additional common shares, the Acquiror directly owned 1,450,000 common shares and indirectly owned 400,000 common shares through Brigus Capital Inc., a company controlled by the Acquiror. The Acquiror now controls 2,400,000 Common Shares of Gold Hunter, representing approximately 11% of all issued and outstanding shares (21,550,450 common shares) of the Company as of April 16, 2021.

Stock Options

During the year ended August 31, 2021 the Company issued 517,500 finders’ options under the terms of the agency agreement related to the IPO. The finders’ options are exercisable for $0.15 per common share expiring on February 11, 2023. For the year ended August 31, 2021, the Company recorded a share issuance cost of $53,881.

On October 1, 2020, the Company issued 800,000 stock options to directors and officers of the Company. The stock options are exercisable for $0.15 per common share expiring on October 1, 2030. On May 20, 2021, the exercise price of the issued options was amended from $0.15 to $0.50. For the year ended August 31, 2021, the Company recorded share-based compensation expense of $37,000.

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Gold Hunter Resources Inc Management’s discussion and analysis For the year ended August 31, 2021

Commitments and Contingencies

Company has no material or significant commitments or contingencies other than certain cash payments, common share issuances and exploration expenditures related to the Cameron East Mineral Property.

Related Party Transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

The Company incurred the following key management personnel cost from related parties:

	2021	2020
		$
Management fees	49,000	20,000
Professional fees	18,167	1,350
Share-based payments	37,000	30,000

Key management includes directors and key officers of the Company, including the President, Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). During the year ended August 31, 2021, the Company paid management fees of $49,000 to the CEO and president of the company. During the same period the company incurred accounting fees of $18,167 to a company controlled by the CFO and director of the Company and issued 800,000 stock options to directors and officers of the Company. Accordingly, the company recorded an amount of $37,000 as share based compensation for the year ended August 31, 2021.

During the period ended August 31, 2020, the Company issued 2,000,000 common shares with estimated fair value of $40,000 (see Note 5c) to directors and officers of the Company for gross proceed of $10,000. The Company recorded the difference, an amount of $30,000 as share-based payments for the period ended August 30, 2020.

Off Balance Sheet Transactions

The Company has no off-balance-sheet transactions.

Proposed Transactions

The Company has no proposed transactions to report.

Critical Accounting Estimates

Please refer to the August 31, 2021 audited financial statements on www.sedar.com for critical accounting estimates.

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Gold Hunter Resources Inc Management’s discussion and analysis For the year ended August 31, 2021

FINANCIAL INSTRUMENTS

International Financial Reporting Standards 7, Financial Instruments: Disclosures , establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

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

Level 2 - 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 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Fair Value of Financial Instruments

The Company’s financial assets include cash and are classified as Level 1. The carrying value of these instruments approximates their fair values due to the relatively short periods of maturity of these instruments.

Assets measured at fair value on a recurring basis were presented on the Company’s statements of financial position as at August 31, 2020 are as follows:

		Fair Value Measurements Using	Fair Value Measurements Using
	Quoted Prices in	Significant
	Active Markets	Other	Significant
	For Identical	Observable	Unobservable
	Instruments	Inputs	Inputs
	(Level 1)	(Level 2)	(Level3)	Total
Cash	$1,722,636		- -	$1,722,636

Fair value

The fair value of the Company’s financial instruments approximates their carrying value as at August 31, 2021 because of the demand nature or short ‐ term maturity of these instruments.

Financial risk management objectives and policies

The Company’s financial instruments include cash and accounts payable. The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.

(i) Currency risk

The Company’s expenses are denominated in Canadian dollars. The Company’s corporate office is based in Canada and current exposure to exchange rate fluctuations is minimal.

The Company does not have any significant foreign currency denominated monetary liabilities. The principal business of the Company is the identification and evaluation of assets or a business and once

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Gold Hunter Resources Inc Management’s discussion and analysis For the year ended August 31, 2021

identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholder approval and acceptance by regulatory authorities. (ii) Interest rate risk

The Company is exposed to interest rate risk on the variable rate of interest earned on bank deposits. The fair value interest rate risk on bank deposits is insignificant as the deposits are short ‐ term.

The Company has not entered into any derivative instruments to manage interest rate fluctuations.

(iii) Credit risk

Credit risk is the risk of loss associated with the counterparty’s inability to fulfill its payment obligations. Financial instruments that potentially subject the Company to concentrations of credit risks consist principally of cash. To minimize the credit risk the Company places these instruments with a high-quality financial institution.

(iv) Liquidity risk

In the management of liquidity risk of the Company, the Company maintains a balance between continuity of funding and the flexibility through the use of borrowings. Management closely monitors the liquidity position and expects to have adequate sources of funding to finance the Company’s projects and operations.

DISCLOSURES

Additional Information as specified by National Instrument 51-102

Additional information, including the Company’s most recent Annual Information Form, is available on SEDAR at http://www.sedar.com

Venture Issuer Without Significant Revenue

This MD&A supports information disclosed in the Company’s financial statements. More information regarding the Company’s mineral right interests can be found under Note 4 of the Company’s financial statements for the current reporting period.

Internal Controls Over Financial Reporting (“ICFR”)

There were no changes in the Company’s internal control over financial reporting during the period from August 31, 2020 to August 31, 2021 that have materially affected, or are reasonably likely to affect, the Company’s internal control over financial reporting.

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