Gold Mountain Mining Corp. — Interim / Quarterly Report 2020

Dec 30, 2020

FREEFORM CAPITAL PARTNERS INC.

(A Capital Pool Company)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE COMPANY’S FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED OCTOBER 31, 2020

FORM 51-102F1

DATE AND SUBJECT OF REPORT

The following Management Discussion & Analysis (“MD&A”) is intended to assist in the understanding of the trends and significant changes in the financial condition and results of operations of Freeform Capital Partners Inc. (hereinafter “Freeform” or the “Company”) for the nine months ended October 31, 2020. The MD&A should be read in conjunction with the Company’s unaudited condensed interim financial statements for the nine months ended October 31, 2020 and related notes, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The MD&A has been prepared with an effective date and current information as of December 30, 2020.

SCOPE OF ANALYSIS

The following is a discussion and analysis of Freeform. The Company reports its financial results in Canadian dollars and in accordance with IFRS and related interpretations as issued by the International Accounting Standards Board. All published financial results include assets, liabilities and results of operations of the Company.

FORWARD LOOKING STATEMENTS

The information set forth in this MD&A contains statements concerning future results, future performance, intentions, objectives, plans and expectations that are, or may be deemed to be, forwardlooking statements. These statements concerning possible or assumed future results of operations of the Company are preceded by, followed by or include the words ‘believes,’ ‘expects’, ‘anticipates,’ ‘estimates,’ ‘intends,’ ‘plans,’ ‘forecasts,’ or similar expressions. Forward-looking statements are not guarantee of future performance. These forward-looking statements are based on current expectations that involve numerous risks and uncertainties, including, but not limited to, those identified in the Risks and Uncertainties section in this MD&A. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately. Although management believes such assumptions underlying the forward-looking statements to be reasonable, any of the assumptions could prove inaccurate. These factors should be considered carefully, and readers should not place undue reliance on forward-looking statements. The Company may not provide updates or revise any forward-looking statements, except those otherwise required under paragraph 5.8(2) of NI 51-102, whether written or oral that may be made by or on the Company's behalf.

GENERAL ’USINESS AND DEVELOPMENT

Freeform was incorporated pursuant to the provisions of the Business Corporations Act of British Columbia on November 5, 2018. The Company’s common shares were listed on the TSX Venture Exchange (“the TSXV”) under the stock symbol “FRM.P” and commenced trading on June 19, 2020.

On December 23, 2020, the Company completed its Qualifying Transaction by way of three-cornered amalgamation. Gold Mountain Mining Corp. (“Gold Mountain”), the combined company resulting from the completion of the Qualifying Transaction will trade on the TSXV” under the symbol GMTN.v. Gold Mountain will be listed on the TSXV as a Tier 2 Mining Issuer on December 31, 2020. Gold Mountain will provide investors with the opportunity to capitalize on a strengthening gold market by investing in the Elk Gold Project, a high-grade gold and silver development project located in South Central, British Columbia.

The Company’s registered head office address is Suite 1000, 1285 West Pender Street, Vancouver, B.C. V6E 4B1.

All public filings for the Company can be found on the SEDAR website www.sedar.com.

LIQUIDITY AND CAPITAL RESOURCES

As at October 31, 2020, the Company had working capital of $651,845.

During the nine months period ended October 31, 2020, the Company incurred a net loss of $113,374 and has cumulative losses of $152,250 since inception.

On June 17, 2020, the Company successfully completed its initial public offering of 3,000,000 common shares at a price of $0.10 per share for total proceeds of $300,000. Pursuant to an agency agreement between the Company and Haywood Securities Inc. (the “Agent”), the Agent received nontransferable options to acquire up to an aggregate of 300,000 common shares of the Company at a price of $0.10 per share until June 17, 2022. The Agent also received a cash commission equal to 10% of the gross proceeds and a corporate finance fee. Share issuance costs associated with closing of the IPO were $164,694.

On July 23, 2020, the Company closed a non-brokered private placement of 5,200,000 common shares at $0.10 per share for an aggregate total of $520,000.

On November 24, 2020, the Company announced Bayshore Minerals Incorporated’s (“Bayshore“) completion of an offering of 5,185,433 subscription receipts (“Subscription Receipts”) at a price of $0.90 per Subscription Receipt (the “Bayshore Private Placement”), where each subscription receipt was convertible into one common share and one-half of one common share purchase warrant of the Company, raising gross proceeds of $4,666,889.70. With the closing of the Qualifying Transaction, the escrow release conditions of the Subscription Receipts have been fulfilled and, following deduction of the Bayshore Private Placement agent’s fees and expenses, net proceeds of approximately $4,200,000 have been released to the Company. Consequently, 5,185,433 shares and 2,592,716 warrants have been issued to subscribers of the Bayshore Private Placement. Each Subscription Receipt warrant is exercisable for one common share of the Company at an exercise price of $1.20 until December 23, 2023. Further, 296,624 warrants have been issued to the broker of Bayshore Private Placement at an exercise price of $0.90 until December 23, 2023.

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SUBSEQUENT QUALIFYING TRANSACTION

On December 23, 2020, the Company and Bayshore closed their proposed business combination (the “Qualifying Transaction”) by way of three-cornered amalgamation between the Company, Bayshore and a wholly owned subsidiary of the Company (“Acquireco”) whereby Bayshore and Acquireco amalgamated to form a new entity (“AmalCo”), and AmalCo became a wholly owned subsidiary of the Company. As part of the Qualifying Transaction, the Company has changed its name to Gold Mountain. Gold Mountain will trade on the TSXV under the symbol GMTN.v. Gold Mountain will be listed on the TSXV as a Tier 2 Mining Issuer on December 31, 2020.

As part of the Qualifying Transaction, the Company made changes to its board and management. Joining the Company’s management team from Bayshore will be Braydon Hobbs as Chief Financial Officer, Grant Carlson as Chief Operating Officer, Ronald Woo as President and Alex Bayer as General Counsel and Corporate Secretary. Joining Gold Mountain as incoming directors are Blake Steele, Gerald Carlson and Keith Minty.

SHARE CAPITAL AND OUTSTANDING SHARE DATA

At October 31, 2020, the Company had 10,700,000 common shares issued and outstanding (January 31, 2020 – 2,500,000). At the date of this MD&A, Gold Mountain had 48,972,978 common shares issued and outstanding.

At October 31, 2020, the Company had 250,000 stock options and 300,000 Agent’s warrants issued and outstanding. At the date of this MD&A, Gold Mountain had 3,648,853 stock options and 2,889,340 warrants issued and outstanding.

The following table details the share capital of Gold Mountain post closure of the Qualifying transaction and at the date of this MD&A:

Description of Issue	Number ofsecurities in GoldMountain MiningCorp.
OutstandingFreeform Sharesprior to theQualifyingTransaction	10,700,000
Issued as Freeform Payment Shares to certain Bayshore Shareholders1	32,815,545
Issued to holders of Bayshore Special Warrants2	272,000
Issued to subscribers of the Bayshore Private Placement	5,185,433
COMMON SHARES OUTSTANDING	48,972,978
Issuable on exercise of Freeform Options	250,000
Issuable on exercise of Freeform Replacement Options to former BayshoreOption Holders	3,098,853
Issuable on the exercise of Freeform Agent Options (issued to Freeform’s IPOagents)	300,000
Issuable onexercise ofthe Subscription Receipt Warrants	2,592,716
Issuable on the exercise of Bayshore Private Placement Broker Warrants	296,624
TOTAL FULLY DILUTED	55,511,171

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1. These Common Shares are subject to a release schedule whereby the shares will be released over a two-year period. Twenty five percent (25%) of these shares will be released every six (6) months beginning June 23, 2021.

2. The Bayshore Special Warrants were issued as part of a crowdfunding campaign that closed on September 25, 2019 and were issued pursuant to Multilateral Instrument 45-535 Start-up Registration and Prospectus Exemptions . The Bayshore Special Warrants converted into Bayshore Shares immediately prior to the completion of the Qualifying Transaction.

RESULTS OF OPERATIONS

RESULTS OF OPERATIONS	RESULTS OF OPERATIONS
For the threemonths endedOctober 31,2020For the threemonths endedOctober 31,2019For the ninemonths endedOctober 31,2020For the ninemonths endedOctober 31,2019
Operating expensesGeneral and administration210$ $ 73$ 2,290$ 359
Professional fees (recovery)62,983(191)78,26824,950Regulatoryfees15,56333732,816764
Net loss and comprehensiveloss for the period	$(78,757) $(219) $(113,374) $(26,073)

Three months ended October 31, 2020

The Company had a net loss of $78,757 for the three months quarter ended October 31, 2020 compared to a net loss of $219 for the quarter ended October 31, 2019. Major variances are as follows:

• For the three months ended October 31, 2020, professional fees were $62,983 compared to a recovery of $191 for the prior year quarter ended October 31, 2019. The increase is mainly related to legal fees provided in connection with the proposed qualifying transaction. Legal services for the prior year quarter were related to the IPO and were recorded in deferred financing costs.

• For the three months ended October 31, 2020, regulatory fees were $15,563 compared to $337 for the prior year quarter ended October 31, 2019. The increase is related to the filing fees paid in connection with the closing of the IPO transaction in the current period.

Nine months ended October 31, 2020

The Company had a net loss of $113,374 for the nine months period ended October 31, 2020 compared to a net loss of $26,073 for the period ended October 31, 2019. Major variances are as follows:

• For the nine months ended October 31, 2020, professional fees were $78,268 compared to $24,950 for the prior year period ended October 31, 2019. The increase is mainly related to legal fees provided in connection with the proposed qualifying transaction. Legal services for the prior year period were related to the IPO and were recorded in deferred financing costs.

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• For the nine months ended October 31, 2020, regulatory fees were $32,816 compared to $764 for the prior year period ended October 31, 2019. The increase is related to the filing fees paid in connection with the closing of the IPO transaction in the current period

SUMMARY OF FINANCIAL RESULTS FOR THE MOST RECENTLY COMPLETED QUARTERS

The following table summarizes the financial results of operations for the most recent fiscal quarters ended October 31, 2020:

	Oct. 31,	July 31,	April 30,	Jan. 31,	Oct. 31,	July 31,	April 30,	Jan. 31,
	2020	2020	2020	2020	2019	2019	2019	2019
	(Q3)	(Q2)	(Q1)	(Q4)	(Q3)	(Q2)	(Q1)	(Q4)
	$	$	$	$	$	$	$	$
Net loss	(78,757)	(27,513)	(7,104)	(1,726)	(219)	(21,547)	(4,307)	(11,077)
Assets	708,916	779,576	135,620	128,231	115,492	110,347	122,008	125,010
Workingcapital	651,845	698,724	(4,994)	15,880	53,461	70,627	92,174	109,428

RELATED PARTY TRANSACTIONS

Related parties include the members of the board of directors, their close family members and enterprises which are controlled by these individuals, as well as certain persons performing similar functions.

As at October 31, 2020, accounts payable includes $25 (January 31, 2020 - $25) owing to a director of the Company. Amounts due to or from related parties are unsecured, non-interest bearing and have no specified terms of repayment.

OFF-BALANCE SHEET TRANSACTIONS

The Company has not entered into any significant off-balance sheet arrangements or commitments as at October 31, 2020 and as of the date of this MD&A.

FINANCIAL INSTRUMENT RISKS

The Company is exposed in varying degrees to a number of risks arising from financial instruments. Management’s involvement in the operations allows for the identification of risks and variances from expectations. The Company does not participate in the use of financial instruments to mitigate these risks. The board of directors approves the risk management processes. The board’s main objectives for managing risks are to ensure liquidity, the fulfillment of obligations, the continuation of the Company's search for a Qualifying Transaction, and limited exposure to liquidity risks.

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company ensures that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash.

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RISK AND UNCERTAINTIES

Risk factors which may impact the Company, are detailed in the Filing Statement filed December 15, 2020, available for viewing under the Issuer’s profile on the SEDAR (www.sedar.com).

As at October 31, 2020, the Company had no active business or assets other than cash. The Company does not have a history of earnings, nor has it paid any dividends and it will not generate earnings or pay dividends for the foreseeable future.

Any forward-looking information in this MD&A is based on the conclusion of management. The Company cautions that due to risk and uncertainties, actual events may differ materially from current expectations. With respect to the Company’s operations, actual events may differ from current expectations due to economic conditions, new opportunities, changing budget priorities of the Company and other factors.

COVID-19

Since March 2020, several measures have been implemented in Canada and the rest of the world in response to the increased impact from novel coronavirus (COVID-19). The Company continues to operate its business at this time. While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impacts of COVID-19 on business operations cannot be reasonably estimated at this time. The Company anticipates this could have an adverse impact on its business, results of operations, financial position and cash flows in future periods.

MANAGEMENT’S RESPONSIBILITY FOR THE CONDENSED INTERIM FINANCIAL STATEMENTS

The information provided in this MD&A as referenced from the Company’s condensed interim financial statements for the referenced reporting period is the sole responsibility of management. In the preparation of the information along with related and accompanying statements and estimates contained herein, management uses careful judgement in assessing the values (or future values) of certain assets or liabilities. It is the opinion of management that such estimates are fair and accurate as presented.

OTHER INFORMATION

Additional information on the Company is available on SEDAR at www.sedar.com.

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