Gold Mountain Mining Corp. — Management Reports 2021

May 27, 2021

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE COMPANY’S FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FOR THE YEAR ENDED JANUARY 31, 2021

GENERAL BUSINESS AND OVERVIEW

Gold Mountain Mining Corp., previously Freeform Capital Partners Inc. (hereinafter “GMTN” or the “Company”) 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 changed its name to Gold Mountain Mining Corp. On December 31, 2020, the Company listed on the TSXV as a Tier 2 Mining Issuer and traded on the TSXV under the stock symbol “GMTN.v”.

It is fundamental for readers of this document to be aware that effective December 23, 2020, the Company underwent a reverse takeover transaction (“RTO”) as set out in Note 3 of the consolidated financial statements. The RTO resulted in numerous highly material changes to the Company’s business, including changing its name from Freeform Capital Partners Inc. to Gold Mountain Mining Corp. and acquiring all the shares of Bayshore Minerals Incorporated (“Bayshore”), a private company holding a 100% interest in Elk Gold Mining Corp (“Elk Mining”), which is the owner of the Elk Gold Property in British Columbia, Canada and its subsidiary Gold Mountain Resources Corp. (“GMRC”).

As a consequence of the RTO, Bayshore became the parent company of the consolidated entity for accounting purposes.

GMTN is a mineral exploration and development company currently focused on the exploration and development of the Elk Gold Project gold properties.

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.

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 GMTN for the year ended January 31, 2021 and to the date of this MD&A. The MD&A should be read in conjunction with the audited consolidated financial statements for the year ended January 31, 2021 (“consolidated financial statements”). This report is dated May 26, 2021.

The following is a discussion and analysis of GMTN. The Company reports its financial results in Canadian dollars and in accordance with International Financial Reporting Standards (“IFRS”) and related interpretations as issued by the International Accounting Standards Board. All published financial results include the 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, forward-looking 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 a 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.

BUSINESS DEVELOPMENT AND OVERALL PERFORMANCE

Reverse Takeover

On December 23, 2020, the Company completed the three-cornered amalgamation (“Qualifying Transaction”) between the Company, its wholly owned subsidiary, 1262975 B.C. Ltd. (“975 B.C.”), and Bayshore, under which 975 B.C. amalgamated with Bayshore and Bayshore became a wholly owned subsidiary of the Company. As a result of this acquisition, the shareholders of Bayshore obtained control of the Company through the acquisition of approximately 75.56% of the common shares of the combined entity and the transaction has been accounted for as a RTO.

Accordingly, for accounting purposes, Bayshore has been treated as the accounting parent company (legal subsidiary) and the Company has been treated as the accounting subsidiary (legal parent) in the consolidated financial statements. As Bayshore was deemed to be the acquirer for accounting purposes, its assets, liabilities and operations since incorporation are included in the consolidated financial statements at their historical carrying value. The Company’s results of operations have been included from December 23, 2020, the date of the RTO.

Concurrent with the RTO, the Company completed a subscription receipts financing (“Concurrent Financing”) of 5,185,433 units at a price of $0.90, raising gross proceeds of $4,666,890. Each unit consisted of one common share and one-half of a common share purchase warrant. Each full share purchase warrant is exercisable for one common share of the Company for a price of $1.20 for a period of three years following the closing of the Concurrent Financing. Further, brokers’ commission of $266,962 in cash and 296,624 warrants with a fair value of $96,714 were paid in relation to the Concurrent Financing. Each brokers’ warrant is exercisable for one common share of the Company for a price of $0.90 for a period of two years.

Strategic financings

During the year ended January 31, 2021, the Company successfully raised aggregate gross proceeds of $5,796,376 through private placements by issuing a total of 9,703,379 common shares of the Company.

Acquisition of subsidiaries

On May 16, 2019, Bayshore acquired a 100% interest in Elk Mining, which is the owner of the Gold Elk Property in British Columbia, Canada and its subsidiary GMRC. The Elk Gold Project is located in south central British Columbia, Canada, approximately 325 km northeast of Vancouver and 55 km west of Okanagan Lake, midway between the cities of Merritt and West Kelowna (Figure 4-1). The property is within the Similkameen Mining District and consists of 27 contiguous mineral claims covering 16,716 hectares (ha) and one mining lease covering 150 ha (Figure 4-2). Elk Mining has a 100% interest in all claims and the mining lease subject to a 2% NSR royalty to Almadex Ltd. (“Alamadex”). A further 1% NSR royalty is payable to Don Agur on production from the Agur Option block, located approximately 4 km south of the previously mined Siwash North zone.

Under the terms of the purchase agreement, the sale of the Elk Gold Property by Equinox Gold Corp. (“Equinox”) was completed by way of the Company acquiring all of the Elk Mining shares. The specific payment terms include $1 million in cash on closing of the sale (paid); and $9 million in a direct first ranking secured promissory note (the “Promissory Note”) payable in annual installments of $3 million commencing two years from closing. The Company has paid the first $3 million installment. If Bayshore pays a total of $5.5 million within three years from closing, that will represent full and final payment of the outstanding $6 million.

OUTLOOK

The Company’s primary focus for the year ending January 31, 2022 is to continue with the exploration and development of the Elk Gold Project.

Since March 31, 2020, the outbreak of the novel strain of coronavirus, specifically identified as “COVID- 19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant

volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operations in future periods.

ELK GOLD PROJECT

Property Description and Location

The Elk Gold Project is located in south central British Columbia, Canada, approximately 325km northeast of Vancouver and 55km west of Okanagan Lake, midway between the cities of Merritt and West Kelowna. The map below sets out the location of the Elk Gold Project.

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Land Tenure

The Company holds its interest in the Elk Gold Project through its indirect wholly owned subsidiary, Elk Mining. The entire Elk Gold Project consists of 27 contiguous mineral claims covering 16,716 ha and one mining lease covering 150 ha. The mining lease expires on September 21, 2021 and all mineral claims expire on December 31, 2021. The claims may be maintained beyond their current expiry date by continuing to conduct work on the property at the rate of $331,321 p/a, or by cash payment in lieu at double that rate. The mining lease may be maintained by paying a yearly rental of $3,000 and providing an annual reclamation report that is acceptable to the B.C. Ministry of Energy, Mines and Low Carbon Innovation (formerly the Ministry of Energy, Mines and Petroleum Resources). Surface rights are currently held by the Provincial Government.

Permitting

The Company holds Mine Permit M-199 (“Mine Permit”), Effluent Discharge Permit #106262 (“Discharge Permit”) as well as Exploration Permit M-4-387 (“Exploration Permit”). The Company is seeking to amend the Mine Permit and Effluent Discharge Permit to allow for production up to 70,000 tonnes per year. Exploration on the Elk Gold Project is regulated via two permits: the Mine Permit for work on the mining lease and the Exploration Permit for exploration on the surrounding claims.

Bulk sample mining operations on the mining lease are permitted under the Mine Permit. Reclamation bonding posted by the Company under the Mine Permit and the Exploration Permit totaling $180,000 is held by the Provincial Government.

Royalties and Encumbrances

Equinox Share Pledge Agreement

On May 16, 2019 Bayshore entered into a Share Pledge Agreement with Equinox whereby Bayshore pledged the Elk Mining shares to Equinox as security for amounts owing under the Equinox Promissory Note, which was issued in connection with Bayshore’s purchase of the Elk Gold Project. If the Company defaults on the payment of the Equinox Promissory Note, then Equinox may take possession of the Elk Mining shares. The Equinox Promissory Note is repayable in three annual instalments of $3,000,000 with the first payment having been made on May 17, 2021. The total amount due under the Equinox Promissory Note may be adjusted such that if the Company pays a total of $5,500,000 prior to May 16, 2022, that will represent full and final payment.

Almadex NSR Royalty

Production from the Elk Gold Project is subject to a 2% NSR royalty held by Almadex. A further 1% NSR royalty is payable to Don Agur on production from the Agur Option block which is outside of any of the identified mineralized zones.

Location of Mineralized Zones

The Elk Gold Project is host to nine known mineralized zones. The map below sets out the names and location of those zones within the Elk Gold Project. The Mineral Resource on the Elk Gold Project is located in the Siwash North Zone:

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Resource Estimation

The table below summarizes the updated resource estimate (the “Updated Resource Estimate”) at the Elk Gold Project:

Classification	Tonnes	AuEq (g/t)	Au Capped g/t	Ag Capped g/t	AuEq (Oz)
Measured	196,000	9.9	9.8	9.9	63,000
Indicated	3,148,000	5.8	5.7	11.2	589,000
Measured +	3,344,000	6.1	5.9	11.1	651,000
Indicated
Inferred	1,029,000	4.8	4.7	10.9	159,000

CIM definitions were followed for classification of Mineral Resources. Mineral Resources are not Mineral Reserves and have not demonstrated economic viability. Results are presented in-situ and undiluted. Mineral resources are reported at a cut-off grade of 0.3 g/t Au for pit-constrained resources and 3.0 g/t for underground resources. The number of tonnes and metal ounces are rounded to the nearest thousand. The Resource Estimate includes both gold and silver assays. The formula used to combine the metals is: AuEq = ((Au_Cap55.810.96) + (Ag_Cap0.760.86))/(55.81*0.96) The Resource Estimate is effective as of May 1, 2021.

Data Verification

The data that forms the basis for the Updated Resource Estimate was verified by the Qualified Person using industry standard methods. Drill hole collar locations were confirmed with independent surveyors’ using high precision GPS equipment. Analytical accuracy and precision are monitored using commercial standards, blanks, re-analysis of both coarse rejects and pulps. A review of all data inputs to the drilling database, both historical and recent, has allowed a sufficient level of confidence to include the drill database in the Resource Estimate.

Key Assumptions and Parameters and Methods Used to Estimate Resources

Exploration Information

In Phase 1 of the Company’s drill program, the Company focused on the Siwash North Zone with predictable, step out and infill drilling to methodically add ounces to the resource. The Company hit significant mineralized intercepts in 100% of the 41 drill holes completed at the Siwash North Zone, including high-grade mineralization in the zone dubbed the “Mother Shoot” with grades reaching 124 g/t. For more information on the Company’s Phase 1 drill program, please see the press releases dated March 11, 2021, April 14, 2021 and April 22, 2021

The data from the 41 Phase 1 drill holes completed in April , 2021 were added to the historical drill data for an aggregate total of 973 holes that intersected the 33 modelled mineralized zones. The assay file contained 19,375 gold and silver assays of which 4,389 were contained within the modelled zones.

Grade Capping

A cumulative frequency curve was generated for both gold and silver assay values to determine whether capping of assay values was appropriate. There is a distinct break in the gold assay cumulative frequency curve at 300g/t and that value was taken as the capping value. There were 12 gold assay values over 300g/t. The silver cumulative frequency curve has a break at 400g/t and that value was taken as the capping value. There are 13 samples in the population which were greater than 400g/t silver.

Vein Modelling

The Updated Resource Estimate is constrained to a vein wireframe model which was developed using LeapfrogTM software by clipping the wireframes to a combination of drill hole composites and lithological units.

Legal, Political and Environmental risks

There are no known environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors that could materially affect the Updated Resource Estimate.

The Company disclosed the Updated Resource Estimate in a press release dated May 14th, 2021 and will file an updated technical report, that will include a preliminary economic assessment, within 45 calendar days of May 14, 2021.

Phase 2 Exploration

On May 6, 2021 the Company announced it began its Phase 2 exploration program (“Phase 2”). Phase 2 exploration will include 10,000m of drilling and the relogging of high interest historical core. Phase 2 drilling will continue to target - extensions of the high grade mineralization the Company consistently encountered during Phase 1 in the Siwash North Zone. The Company will also begin drilling the Elusive Zone located approximately 4km from the Siwash North Zone - where historic high grade soil geochemical samples indicate promising new potential at the Elk Gold Project.

Contract Summaries

Ore Purchase Agreement

On January 26, 2021, the Company entered into an Ore Purchase Agreement (“OPA”) with New Gold to purchase the ore from the Elk Gold Project. The Company will deliver ore to New Gold’s New Afton Mine located 130km from the Elk Gold Project in Kamloops BC. Under the terms of the OPA, the Company will deliver 70,000 tonnes of ore per annum or approximately 200 tonnes per day. The OPA has a term of three years.

The ore will be sampled and weighed at the Elk Gold Project site to determine the contained ounces of gold and silver being delivered to the New Afton Mine. Following delivery of the ore, New Gold will pay the Company at the end of each calendar month based on the value of the gold and silver in the ore, net of the agreed metallurgical recovery and concentrate selling costs.

The OPA is effective upon the first delivery of ore to the New Afton Mine. Prior to the first delivery of ore, the parties must settle on a sampling procedure for tracking the tonnes and grade delivered, the Company must receive the joint permit amendment application for the Mine Permit and Discharge Permit and New Gold must obtain a permit amendment to allow for the processing to occur .

Mining Contract

On January 19, 2021, the Company entered into a mining contract (“Mining Contract”) with Nhwelmen-Lake for contract mining services at the Elk Gold Project. Nhwelmen-Lake is a majority owned, First Nations mining contractor.

Pursuant to the terms of the Mining Contract, Nhwelmen-Lake will be paid a fixed price per tonne mined over the first three years which is determined based on the planned production rate, mined volumes, haulage distances and equipment productivity. The scope of the Mining Contract includes mining of ore at a rate of 70,000 tonnes per annum (200 tonnes per day), waste mining, drilling, blasting, hauling, site supervision, supply of operating personnel, road maintenance, dust suppression as well as all the site preparation activities required prior to commencing mine operations, including topsoil stockpiling and preparing surface water management structures. Nhwelmen-Lake will also provide the haulage of plant feed material from the mine to the toll milling location.

The Mining Contract is for the life of mine while the price schedule carries a three-year term. The obligations of the Company under the Mining Contract begin upon the Company delivering a notice of commencement to Nhwelmen-Lake.

ELK NORTH CLAIMS

On October 7, 2020, the Company staked the following claims located next to the Elk Gold Project as set out in the table below:

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The Company is currently evaluating the best strategy to explore and develop these separate claims.

EXPLORATION AND EVALUATION ASSET

The following is a description of the Company’s exploration and evaluation asset and related expenditures incurred during the year ended January 31, 2021:

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Elk Gold Property
Property acquisition costs
Balance, beginning $ 6,248,405
Property acquisition costs, ending 6,248,405
Exploration and evaluation costs
Balance, beginning 793,539
Costs incurred during the year:
Assaying 48,676
Camp operations 47,854
Consulting 121,906
Drilling 585,088
Depreciation 22,255
Environmental 1,183,480
Geological 376,071
Maintenance 426,541
Travel and accommodation 26,595
2,838,466
Other items:
Exploration tax credits (58,851)
Change in estimate on reclamation obligation 60,000
Exploration and evaluation costs, ending 3,633,154
Total $ 9,881,559
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See note 8 in the consolidated financial statements for additional details.

FINANCIAL PERFORMANCE

Selected Annual Information

elected Annual Information
	January 31, 2021	January 31, 2020	January 31, 2019
	$	$	$
Financial Results
Net loss and comprehensive loss	(7,697,430)	(1,139,649)	(310,863)
Basic and diluted loss per common share	(0.24)	(0.07)	-
Balance Sheet Data
Total assets	13,984,442	7,721,216	220
Total current liabilities	4,431,176	544,314	311,082
Total non-current liabilities	4,531,018	6,215,656	-
Shareholders' equity (deficiency)	5,022,248	961,246	(310,862)

Summary of Quarterly Results

The following table summarizes the financial results of operations for the eight most recent fiscal quarters ended January 31, 2021:

31, 2021:
	January 31, 2021 (Q4) October 31, 2020 (Q3) July 31, 2020 (Q2) April 30, 2020 (Q1) January 31, 2020 (Q4) October 31, 2019 (Q3) July 31, 2019 (Q2) April 30, 2019 (Q1)
Expenses Other items	$ $ $ $ $ $ $ $ 750,974 158,155 237,290 635,702 92,184 113,459 47,001 113,578 5,097,005 286,352 275,051 256,901 294,356 286,226 192,845 -
Net loss and comprehensive loss (5,847,979) (444,507) (512,341) (892,603) (386,540) (399,685) (239,846) (113,578) Basic and diluted loss per common share (0.08) (0.02) (0.02) (0.03) (0.01) (0.02) (0.02) (0.41)

On December 23, 2020 the Company completed the RTO.

RESULTS OF OPERATIONS

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Three months Three months Year Year
ended ended ended ended
January 31, January 31, January 31, January 31,
2021 2020 2021 2020
Operating Expenses
Director fees $ - $ 22,500 $ 12,217 $ 66,340
General and administration 30,603 3,525 49,073 11,829
Management and consulting fees 239,896 41,783 429,260 219,497
Marketing 116,122 - 116,122 -
Professional fees 61,683 22,108 142,599 62,163
Share-based payments 300,586 - 1,027,086 -
Travel 2,084 2,268 5,764 6,393
Total expenses (750,974) (92,184) (1,782,121) (366,222)
Other Items
Interest income 160 1,272 1,036 3,085
Interest expense and finance costs (298,617) (233,011) (1,117,797) (713,895)
Impairment of loan receivable - (62,617) - (62,617)
Listing expense (4,798,548) - (4,798,548) -
Net loss and comprehensive loss $ (5,847,979) $ (386,540) $ (7,697,430) $ (1,139,649)
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On December 23, 2020 the Company completed the RTO.

Year ended January 31, 2021

For the year ended January 31, 2021, the net loss was $7,697,430 compared to the net loss of $1,139,649 for the year ended January 31, 2020. On December 23, 2020, the Company completed the RTO.

Major variances are as follows:

• An increase in share-based payments of $1,027,086 primarily related to the stock options granted and vested during the year ended January 31, 2021. No stock options were granted or vested in the year ended January 31, 2020.

• A decrease in director fees of $54,123. No director fees were recorded after July 2020 in anticipation of possible board changes upon closing of the RTO transaction.

• An increase in management and consulting fees of $209,763 mainly due to increased management fees for services provided by the officers of the Company. The increase is also due to higher consulting fees for corporate advisory services pertaining to the RTO.

• An increase in professional fees of $80,436 primarily related to an increased accrual of audit and tax services in the current year and higher fees for legal advisory services related to the RTO and Concurrent Financing.

• An increase in marketing expenses of $116,122 related to various marketing and advertising campaigns to attract new investors.

• An increase in interest expense and finance costs mainly from the accretion of Promissory Note dated May 16, 2019. The Company recorded twelve months of accretion during the year ended January 31, 2021 in comparison with only nine months of accretion during the year ended January 31, 2020.

• An increase in listing expense of $4,798,548 as a result of the RTO transaction. This reflects the difference between the estimated fair value of the purchase price and the net assets of the company acquired plus other legal and professional fees in connection with the RTO transaction.

• The Company impaired a loan receivable of $62,617 due to the borrower’s inability to repay the obligation during the year ended January 31, 2020.

Three months ended January 31, 2021

For the three months ended January 31, 2021, the net loss was $5,847,979 compared to the net loss of $386,540 for the three months ended January 31, 2020. On December 23, 2020, the Company completed the RTO.

Major variances are as follows:

• An increase in share-based payments of $300,586 primarily related to the vesting of stock options granted on January 14, 2021. No stock options were granted or vested in the prior quarter ended January 31, 2020.

• A decrease in director fees of $22,500. No director fees were recorded after July 2020 in anticipation of possible board changes upon closing of the RTO transaction.

• An increase in management and consulting fees of $198,113 mainly due to increased management fees for services provided by the officers of the Company. The increase is also due to higher consulting fees for corporate advisory services pertaining to the RTO.

• An increase in professional fees of $39,575 primarily related to an increased accrual of audit and tax services in the current quarter and higher fees for legal advisory services related to the RTO and Concurrent Financing.

• An increase in marketing expenses of $116,122 related to various marketing and advertising campaigns to attract new investors.

• An increase in interest expense and finance costs mainly from the accretion of the Promissory Note dated May 16, 2019.

• An increase in listing expense of $4,798,548 as a result of the RTO transaction. This reflects the difference between the estimated fair value of the purchase price and the net assets of the company acquired plus other legal and professional fees in connection with the RTO transaction.

• The Company impaired a loan receivable of $62,617 due to the borrower’s inability to repay the obligation during the year ended January 31, 2020.

LIQUIDITY AND CAPITAL RESOURCES

As at January 31, 2021, the Company had a cash balance of $2,691,382 (January 31, 2020 – 378,902) and a working capital deficit of $1,088,426 (January 31, 2020 – $125,430).

During the year ended January 31, 2021, the Company incurred a net loss of $7,697,430 and has cumulative losses of $9,147,942 since inception.

On June 9, 2020, the Company closed the first tranche of a non-brokered private placement for gross and net proceeds of $125,000 and issued 500,000 common shares.

On June 25, 2020, the Company closed the second tranche of a non-brokered private placement for gross and net proceeds of $35,000 and issued 140,000 common shares.

On July 29, 2020, the Company closed the third tranche of a non-brokered private placement for gross and net proceeds of $969,486 and issued 3,877,946 common shares.

On December 23, 2020, concurrent with the RTO, the Company completed a subscription receipts financing of 5,185,433 units at a price of $0.90, raising gross proceeds of $4,666,890.

During the year ended January 31, 2021, 96,874 warrants were exercised for gross proceeds of $9,687.

On February 23, 2021, the company closed its brokered private placement of units by issuing 10,310,000 units consisting of one common share and one-half of a share purchase warrant for gross proceeds of $10,000,700.

On May 17, 2021, the Company paid the first installment payment of $3,000,000 due to Equinox.

Subsequent to January 31, 2021, the Company issued 959,954 common shares from warrant exercises for gross proceeds of $1,016,347 and issued 261,531 commons shares from stock options exercises for gross proceeds of $50,860.

The continuation of the Company as a going-concern is dependent on its ability to raise additional capital or debt financing, on reasonable terms, in order to meet business objectives towards achieving profitable business operations.

RELATED PARTY TRANSACTIONS

Balances

The following amounts due to related parties are unpaid director and consulting fees included in trade payables and accrued liabilities. These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

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January 31, 2021 January 31, 2020
Directors and officers of the Company $ 174,780 $ 30,000
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Transactions

The Company has identified the CEO, President, CFO, COO, General Counsel & Corporate Secretary and the Company’s directors as its key management personnel. During the year ended January 31, 2021 and 2020, the following amounts were incurred with directors and officers of the Company:

directors as its key management personnel. During the year ended incurred with directors and officers of the Company:	January 31, 2021 and 2020, the following amounts were
	January 31, 2021 January 31, 2020
Directors fees Management and consulting fees Share-basedpayments	$ 12,217 $ 66,340 52,750 56,750 333,814 -
	$398,781 $123,090

COMMITMENTS

On January 26, 2021, the Company entered into an OPA with New Gold for a three-year term. Under the terms of the OPA, GMTN will deliver 70,000 tonnes of ore per annum, approximately 200 tonnes per day, to the mill located at New Gold’s New Afton Mine situated 130km from the Elk Gold Project, in Kamloops British Columbia.

The OPA is effective upon the first delivery of ore to the New Afton Mine. Prior to the first delivery of ore, the parties must settle on a sampling procedure for tracking the tonnes and grade delivered, GMTN must receive the joint permit amendment application for the Mine Permit and Discharge Permit and New Gold must obtain a permit amendment to allow for the processing to occur.

FINANCIAL INSTRUMENT RISK

The Company’s financial instruments consist of cash, receivables, excluding GST receivables, reclamation deposits, accounts payable and accrued liabilities, short-term loans and Promissory Note. The carrying values of cash, receivables, accounts payable and accrued liabilities and short-term loans approximate their fair value because of the short-term nature of these instruments. The Promissory Note and reclamation deposits are measured at amortized cost using the effective interest rate method and the carrying value approximates the fair value. These estimates are subjective and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumption could significantly affect the estimates.

There are three levels of the fair value hierarchy as follows:

• Level 1: Values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.

• Level 2: Values based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.

• Level 3: Values based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is summarized as follows:

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash held in bank accounts. The majority of cash is deposited in bank accounts at a major bank in Canada. As most of the Company’s cash are held by one bank there is a concentration of credit risk. This risk is managed by using major banks that are high credit quality financial institutions as determined by rating agencies.

Liquidity risk

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 aims to have sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from its ability to raise equity capital or borrowing sufficient funds and its holdings of cash.

Historically, the Company’s principal source of funding has been the issuance of equity securities for cash, primarily through private placements. The Company’s access to financing is always uncertain. There can be no assurance of continued access to necessary levels of equity funding.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risks.

Foreign exchange risk

The Company’s functional and reporting currency is the Canadian dollar and major purchases are transacted in Canadian dollars. As a result, the Company’s exposure to foreign currency risk is minimal.

RISK AND UNCERTAINTIES

As at January 31, 2021, 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.

An investment in the Company’s securities is highly speculative and subject to a number of risks at any given time. The following is a description of the principal risk factors affecting the Company:

Project Risks

Construction and Start-up of New Mines

The success of the Elk Gold Project is subject to a number of factors including the availability and performance of engineering and construction contractors, suppliers and consultants, the receipt of required governmental approvals and permits in connection with the construction of mining facilities and the conduct of mining operations (including mining, environmental and other required ancillary permits), and the successful completion and operation of operational elements that have to be factored in. Any delay in the performance of any one or more of the contractors, suppliers, consultants or other persons on which the Company is dependent in connection with its construction activities, a delay in or failure to receive the required governmental approvals and permits in a timely manner or on reasonable terms, or a delay in or failure in connection with the completion and successful operation of the operational elements in connection with the Elk Gold Project could delay or prevent the construction and start-up of this mine as planned.

There can be no assurance that current or future construction and start-up plans implemented by the Company will be successful; that the Company will be able to obtain sufficient funds to finance construction and start-up activities; that toll milling arrangements will be secured on satisfactory terms to the Company; that available personnel and equipment will be available in a timely manner or on reasonable terms to successfully complete construction projects; that the Company will be able to obtain all necessary governmental approvals and permits, including an amendment to the Mine Permit to permit the Company to begin commercial production; and that the completion of the construction, the start-up costs and the ongoing operating costs will not be significantly higher than anticipated by the Company. Any of the foregoing factors could adversely impact the operations and financial condition of the Company.

Reliance on certain contracts

Once the Elk Gold Project is in production, it is heavily reliant on the Mining Contract with Nhwelmen-Lake and OPA with New Gold to operate its business and consistently achieve revenue. While the Company does not anticipate any disputes with either Nhwelmen-Lake or New Gold, any disputes, delay or unanticipated termination of either agreement could lead to a delay in production or a delay in the receipt of revenue from future operations from the Elk Gold Project.

Exploration, Development and Operations

The long-term profitability of the Company's operations will be in part directly related to the cost and success of its exploration programs on the Elk Gold Project, which may be affected by a number of factors, including the Company's ability to extend the permitted term of exploration granted by the underlying claims and leases. Substantial expenditures are required to establish resources or reserves through drilling, to develop processes to extract the resources and, in the case of new properties, to develop the extraction and processing facilities and infrastructure at any site chosen for extraction. Although substantial benefits may be derived from the discovery of a major deposit, no assurance can be given that any such deposit will be commercially viable or that the funds required for development can be obtained on a timely basis.

Volatility of Commodity Prices

The development of the Elk Gold Project and any other project the Company acquires is dependent on the future prices of minerals and metals. The viability of developing the Elk Gold Project depends heavily on the price of gold.

Precious metals prices are subject to volatile price movements that are beyond the Company’s control, which can be material and occur over short periods of time. Factors affecting such volatility include, but are not limited to, interest and exchange rates, inflation or deflation, fluctuations in the value of the U.S. dollar and foreign currencies, global and regional supply and demand, speculative trading, the costs of and levels of precious metals production, and political and economic conditions. Such external economic factors are in turn influenced by changes in international investment patterns,

monetary systems, the strength of and confidence in the U.S. dollar (the currency in which the prices of precious metals are generally quoted), and political developments.

The effect of these factors on the prices of precious metals, and therefore the economic viability of the Elk Gold Project and any project the Company may acquire in the future, cannot be accurately determined. The prices of commodities have historically fluctuated widely, and future price declines could cause the development of (and any future commercial production from) the Elk Gold Project to be impracticable or uneconomical. As such, the Company may determine that it is not economically feasible to commence commercial production, which could have a material adverse impact on the Company's financial performance and results of operations. In such a circumstance, the Company may also curtail or suspend some or all of its exploration activities.

Title Matters

Once acquired, title to, and the area of, mineral properties may be disputed. There is no guarantee that title to one or more claims, concessions or leases at the Elk Gold Project or any future the Company projects will not be challenged or impugned. There may be challenges to any of the Company's titles which, if successful, could result in the loss or reduction of the Company's interest in such titles. the Company's properties may be subject to prior unregistered liens, agreements, transfers or claims, and title may be affected by, among other things, undetected defects. In addition, the Company may be unable to operate its properties as permitted or to enforce its rights with respect to its properties. The failure to comply with all applicable laws and regulations, including a failure to pay taxes or to carry out and file assessment work, can lead to the unilateral termination of concessions by mining authorities or other governmental entities.

Insurance and Uninsured Risks

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

Although the Company will maintain insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all the potential risks associated with a mining company's operations. the Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to the Company or to other companies in the mining industry on acceptable terms. The Company might also become subject to liability for pollution or other hazards that may not be insured against or that the Company may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Company to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

Environmental Risks and Hazards

All phases of the Company's operations are subject to environmental regulation. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for Companies and their officers, directors and employees. There is no assurance that existing or future environmental regulation will not materially adversely affect the Company's business, financial condition and results of operations.

Permitting Risks

Government environmental approvals and permits are currently, or may in the future be, required in connection with the Company's operation, such as the need for an environmental impact assessment certificate in order to operate the Elk Gold Project over 70,000 tonnes per year. Any mine plan that contemplates a ramp up in production beyond 70,000 tonnes per year requires permits beyond what the Company either has in hand or has currently applied for. To the extent such approvals are required and not obtained, the Company will be curtailed or prohibited from proceeding with planned exploration, development or operation of mineral properties, including the Elk Gold Project .

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 operations, including the Company, 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.

Amendments to current laws, regulations and permits governing operations and activities of companies in the mining industry, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in exploration expenses, capital expenditures or production costs, reduction in levels of production at producing properties, or abandonment or delays in development of new mining properties.

Infrastructure

Mining, processing, development and exploration activities depend on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company's business, financial condition and results of operations.

In order for the Company to ramp up to a level of production beyond 70,000 tonnes per year, it must either build a mill on site or find an ore purchase partner or toll milling arrangement with a purchaser that can process large quantities of Ore. Without such infrastructure or agreement in place, the Company will be unable to ramp up production beyond 70,000 tonnes per year.

Competition for Exploration, Development and Operation Rights

The mining industry is intensely competitive in all of its phases and the Company competes with many companies possessing greater financial and technical resources. Competition in the precious metals mining industry is primarily for: mineral rich properties that can be developed and produced economically; the technical expertise to find, develop and operate such properties; the labour to operate the properties; and the capital for the purpose of funding such properties. Many competitors not only explore for and mine precious metals but conduct refining and marketing operations on a global basis. Such competition may result in the Company being unable to recruit or retain qualified employees or to acquire the capital necessary to fund its operations and develop the Elk Gold Project. Existing or future competition in the mining industry could materially adversely affect the Company's prospects for mineral exploration and success in the future.

Increased demand for services and equipment could cause project costs to increase materially, resulting in delays if services or equipment cannot be obtained in a timely manner due to inadequate availability, or at all, and increase potential scheduling difficulties and cost increases due to the need to coordinate the availability of services or equipment, any of which could materially increase project exploration, development or construction costs, result in project delays or both.

Reliability of Mineral Resource Estimates

Mineral resources are estimates only, and no assurance can be given that the anticipated tonnages and grades will be achieved or that the indicated level of recovery will be realized. Mineral resource estimates may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing and other relevant issues. There are numerous uncertainties inherent in estimating Mineral Resources, including many factors beyond the Company's control. Such estimation is a subjective process, and the accuracy of any Mineral Resource estimate is a function of the quantity and quality of available data, the nature of the mineralized body and of the assumptions made and judgments used in engineering and geological interpretation. These estimates may require adjustments or downward revisions based upon further exploration or development work or actual production experience.

Fluctuations in gold prices, results of drilling, metallurgical testing and production, the evaluation of mine plans after the date of any estimate, permitting requirements or unforeseen technical or operational difficulties may require revision of the Updated Resource Estimate. Should reductions in Mineral Resources occur, the Company may be required to take a material write-down of its investment in mining properties, reduce the carrying value of one or more of its assets or delay or discontinue production or the development of new projects, such as the Elk Gold Project, resulting in increased net losses and reduced cash flow. Mineral Resources should not be interpreted as assurances of mine life or of the profitability of current or future operations. Any material reductions in estimates of Mineral Resources could have a material adverse effect on the Company's results of operations and financial condition.

Governmental Regulation

The mineral exploration and development activities of the Company are subject to various laws governing prospecting, exploration, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters in local areas of operation. Although the Company's exploration and development activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail exploration, development or production. Amendments to current laws and regulations governing the Company's operations, or more stringent implementation thereof, could have an adverse impact on the Company's business and financial condition.

Operational Labour and Employment Matters

While the Company has good relations with its employees and consultants, exploration and development at its mining properties is dependent upon the efforts of the Company's employees. In addition, relations between the Company and its employees may be affected by changes in the scheme of labour relations that may be introduced by the relevant federal and provincial governmental authorities. Changes in such legislation or in the relationship between the Company and its employees may have a material adverse effect on the Company's business, results of operations and financial condition.

Community Relationships and Social License to Operate

The Company's relationships with the communities in which it operates are critical to ensure the future success of its existing operations and the construction and development of its projects.

The Elk Gold Project may be subject to the rights or the asserted rights of various community stakeholders, including First Nations. The presence of community stakeholders may impact the Company’s ability to develop or operate the Elk Gold Project or to conduct exploration activities. Accordingly, the Company is subject to the risk that one or more groups may oppose the continued operation, further development or new development or exploration of the Company’s current or future mining properties and projects. Such opposition may be directed through legal or administrative proceedings, or through protests or other campaigns against the Company’s activities. Governments in many jurisdictions must consult with, or require the Company to consult with, indigenous peoples with respect to grants of mineral rights and the issuance or amendment of project authorizations. In British Columbia, the provincial government enacted the Declaration on the Rights of Indigenous Peoples Act in November 2019, which may affect consultation requirements. Consultation and other rights of indigenous peoples may require accommodation including undertakings regarding employment, royalty payments and other matters. This may affect the Company’s ability to acquire within a reasonable time frame effective mineral titles, permits or licenses in British Columbia and may affect the timetable and costs of development and operation of mineral properties in these jurisdictions. The risk of unforeseen title claims by First Nations peoples also could affect existing operations as well as development projects. These legal requirements may also affect the Company’s ability to expand or transfer existing operations or to develop new projects.

Impact of Pandemic Disease on Global Economic Conditions and Economic Performance

The Company’s operations are subject to the risk of emerging infectious diseases or the threat of outbreaks of viruses or other contagions or epidemic diseases, such as the novel coronavirus (“COVID-19”) outbreak which began at the beginning of 2020. These infectious disease risks may not be adequately responded to locally, nationally or internationally due to lack of preparedness to detect and respond to outbreaks or respond to significant pandemic threats. As such, there are potentially significant economic and social impacts of infectious disease risks, including the inability of the Company’s mining and exploration operations to operate as intended due to a shortage of skilled employees, shortages or disruptions in supply chains, inability of employees to access sufficient healthcare, significant social upheavals, government or regulatory actions or inactions, decreased demand or the inability to sell precious metals or declines in the price of precious metals, capital market volatility, or other unknown but potentially significant impacts.

There are potentially significant economic losses from infectious disease outbreaks that can extend far beyond the initial location of an infectious disease outbreak. As such, both catastrophic outbreaks as well as regional and local outbreaks can have a significant impact on the Company’s operations, future cash flows, earnings, results of operations and financial condition. The Company may not be able to accurately predict the quantum of such risks. In addition, the Company’s own operations are exposed to infectious disease risks noted above and, as such, the Company’s operations may be adversely affected by such infectious disease risks. Accordingly, any outbreak or threat of an outbreak of a virus, such as COVID-19 or other contagions or epidemic disease could have a material adverse effect on the Company, its business, results from operations and financial condition. The COVID-19 outbreak at the beginning of 2020 has resulted in extended shutdowns of numerous business activities and supply chain disruptions. These shutdowns and disruptions have impacted the global economy and may have an adverse impact on the Company’s business. As new developments continue to arise, the full

impact that COVID-19 may have on gold prices, commodity prices, costs and availability of supplies, availability of personnel and the global economy are not fully ascertainable. The direct and indirect effects of COVID-19 could have a material adverse effect on the Company’s future cash flows, earnings, results of operations and financial condition. In addition, health concerns could result in social, economic and labour instability.

Production Estimates

Any forecasts of future production are estimates based on interpretation and assumptions, and actual production may be less than estimated. Unless otherwise noted, the Company’s production forecasts are based on full production being achieved at all of its potential mines. The Company’s ability to achieve and maintain full production rates at the Elk Gold Project is subject to a number of risks and uncertainties, the occurrence of any of which could result in delays, slowdowns or suspensions and, ultimately, the failure to achieve and maintain full production rates. The Company’s production estimates at the Elk Gold Project are dependent on, among other things, the accuracy of Mineral Resource estimates, the accuracy of its life of mine plans, the accuracy of assumptions regarding ore grades and recovery rates, weather conditions, ground conditions, physical characteristics of ores, such as hardness and the presence or absence of particular metallurgical characteristics, the accuracy of estimated rates and costs of mining and processing, including, without limitation, operating expenses, cash costs and all-in sustaining costs, mill availability, reliability of equipment and machinery, the performance of the processing circuit or other processes, water supply and/or quality, the receipt and maintenance of permits and the availability of a sufficient amount of people to perform the work necessary to maintain production as estimated. The Company’s actual production and other projected economic and operating parameters may not be realized. The failure of the Company to achieve its production estimates could have a material adverse effect on its prospects, results of operations and financial condition.

Cost Estimates

The Company’s actual costs are dependent on a number of factors, including smelting and refining charges, penalty elements in concentrates, royalties, the price of gold and by-product metals, the cost of inputs used in mining operations and production levels. The Company’s actual costs may vary from estimates for a variety of reasons, including changing waste-to-ore ratios, ore grade metallurgy, weather conditions, ground conditions, labour and other input costs, commodity prices, general inflationary pressures and currency exchange rates. Failure to achieve cost estimates or material increases in costs could have an adverse impact on the Company’s future cash flows, profitability, results of operations and financial condition.

Reclamation Costs

The Company’s operations are subject to reclamation plans that establish its obligations to reclaim properties after minerals have been mined from a site. These obligations represent significant future costs for the Company. It may be necessary to revise reclamation concepts and plans, which could increase costs. As of the date of this MD&A, the Company has posted letters of credit or other financial assurance in an aggregate amount of $180,000 to address these liabilities and is currently in discussions on providing financial assurances for an increased reclamation bond that will be required to commence production at the Elk Gold Project. Reclamation bonds or other forms of financial assurance are often required to secure reclamation activities. Governing authorities require companies to periodically recalculate the amount of a reclamation bond and may require bond amounts to be increased. It may be necessary to revise the planned reclamation expenditures and the operating plan for a mine in order to fund an increase to a reclamation bond. Reclamation bonds may represent only a portion of the total amount of money that will be spent on reclamation over the life of a mine operation. The actual costs of reclamation set out in mine plans are estimates only and may not represent the actual amounts that will be required to complete all reclamation activity. If actual costs are significantly higher than the Company’s estimates, then its results of operations and financial position could be materially adversely affected.

Corporate Risks

Liquidity and Additional Financing

The Company's ability to continue its business operations and retain its ownership in the Elk Gold Project is dependent on management's ability to secure additional financing. The Company's only source of liquidity is its cash balances. Liquidity requirements are managed based upon forecasted cash flows to ensure that there is sufficient working capital to meet the Company's obligations. Pursuant to the terms of the Equinox Promissory Note, Elk Mining must make three annual instalments of $3,000,000 commencing on May 17, 2021 (first installment paid), subject to certain adjustments. If the Company is unable to raise additional funds to make such payments, Equinox may enforce the security interest granted by the Security Pledge Agreement. For more information see “Material Contracts” which summarizes each of the material agreements between the Company and Equinox.

The advancement, exploration and development of the Elk Gold Project, including continuing exploration and development, and, if warranted, construction or repair of mining facilities and the commencement of mining operations, will also require substantial additional financing. As a result, the Company may be required to seek additional sources of equity financing in the near future. The Company's ability to raise additional equity financing may be affected by numerous factors beyond its control including, but not limited to, adverse market conditions, commodity price changes and economic downturns. There can be no assurance that the Company will be successful in obtaining any additional financing required to continue its business operations and/or to maintain its property interests, or that such financing will be sufficient to meet the Company's objectives or obtained on terms favourable to the Company. Failure to obtain sufficient financing as and when required may result in the delay or indefinite postponement of exploration and/or development on any or all of the Company's properties, or even a loss of its property interests, which would have a material adverse effect on the Company's business, financial condition and results of operations.

No Earnings and History of Losses

The business of developing and exploring resource properties involves a high degree of risk and, therefore, there is no assurance that current exploration programs will result in identifying further profitable operations. The Company has not determined whether the Elk Gold Project contains economically recoverable reserves of mineralized material and currently has not earned any revenue from its projects; therefore, the Company does not generate cash flow from its operations. There can be no assurance that significant additional losses will not occur in the future. The Company's operating expenses and capital expenditures may increase in future years with advancing exploration, development and/or production from the Company's properties. The Company expects to incur losses until such time as the Elk Gold Project or any future property it acquires enters into commercial production and generates sufficient revenue to fund continuing operations. There is no assurance that any of the Company's properties will eventually enter commercial operation. There is also no assurance that new capital will become available and, if it does not, the Company may be forced to substantially curtail or cease operations.

Attracting and Retaining Talented Personnel

The Company's success will depend in large measure on the abilities, expertise, judgment, discretion, integrity and good faith of management and other personnel in conducting the business of the Company. The Company will initially have a small management team and the loss of any of these individuals or the inability to attract suitably qualified staff could materially adversely impact the business. The Company's ability to manage its operating, development, exploration and financing activities will depend in large part on the efforts of these individuals.

The Company's success will depend on the ability of management and employees to interpret market and technical data successfully and to interpret and respond to economic, market and other business conditions in order to locate and adopt appropriate investment opportunities, monitor such investments and ultimately, if required, successfully divest such investments. Further, key personnel may not continue their association or employment with the Company which may not be able to find replacement personnel with comparable skills. The Company has sought to and will continue to ensure that management and any key employees are appropriately compensated; however, their services cannot be guaranteed. If the Company is unable to attract and retain key personnel, business may be adversely affected. The Company faces market competition for qualified personnel and there can be no assurance that the Company will be able to attract and retain such personnel.

Possible Conflicts of Interest of Directors and Officers of the Company

Certain of the directors and officers of the Company will also serve as directors and/or officers of other companies involved in mineral resource exploration and development and, consequently, there exists the possibility for such directors and officers to be in a position of conflict. The Company expects that any decision made by any of such directors and officers involving the Company will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of the Company and its shareholders, but there can be no assurance in this regard.

Volatility of Market for the Company Shares

The market price of the Common Shares may be highly volatile and could be subject to wide fluctuations in response to a number of factors, including: (i) dilution caused by issuance of additional common shares and other forms of equity securities, which the Company expects to make in connection with future financings to fund operations and growth, to attract and retain qualified personnel and in connection with future strategic partnerships with other companies, (ii) announcements of new acquisitions, reserve discoveries or other business initiatives by competitors, (iii) fluctuations in revenue from operations as new reserves come to market, (iv) changes in the market for gold and/or in the capital markets generally, (v) changes in the demand for minerals and metals; (vi) changes in the social, political and/or legal climate in the regions in which the Company operates; and (vii) the release of large blocks of shares from escrow. In addition, the market

price of common shares could be subject to wide fluctuations in response to: (a) quarterly variations in operating expenses, (b) changes in the valuation of similarly situated Companies, both in the mining industry and in other industries, (c) changes in analysts' estimates affecting the Company, competitors and/or the industry, (d) changes in the accounting methods used in or otherwise affecting the industry, (e) additions and departures of key personnel, (f) fluctuations in interest rates, exchange rates and the availability of capital in the capital markets, and (g) significant sales of common shares, including sales by future investors in future offerings which may be made to raise additional capital. These and other factors will be largely beyond the Company's control, and the impact of these risks, singularly or in the aggregate, may result in material adverse changes to the market price of common shares and/or the Company's results of operations and financial condition.

Dilution Risk

In order to finance future operations and development efforts, the Company may raise funds through the issue of common shares or securities convertible into common shares. The constating documents of the Company will allow it to issue, among other things, an unlimited number of common shares for such consideration and on such terms and conditions as may be established by the directors of the Company, in many cases, without the approval of shareholders. The size of future issues of common shares or securities convertible into common shares or the effect, if any, that future issues and sales of common shares will have on the price of common shares cannot be predicted at this time. Any transaction involving the issue of previously authorized but unissued common shares or securities convertible into common shares would result in dilution, possibly substantial, to present and prospective shareholders of the Company.

Dividends

The Company does not intend to declare dividends for the foreseeable future as the Company anticipates that any future earnings will be re-invested in the development and growth of the business. Therefore, investors will not receive any funds unless they sell their common shares, and shareholders may be unable to sell their common shares on favorable terms or at all. Investors cannot be assured of a positive return on investment or that they will not lose the entire amount of their investment in the common shares.

MANAGEMENT’S RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS

The information provided in this report as referenced from the Company’s consolidated 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.

QUALIFIED PERSON AND INFORMATION CONCERNING ESTIMATES OF MINERAL PROJECTS

All of the scientific and technical information contained in this news release has been reviewed and/or approved by Mr. Grant Carlson, P. Eng., a "Qualified Person" within the meaning of National Instrument 43-101 - Standards of Disclosure for Minerals Projects and the Chief Operating Officer of the Company.

SHARE CAPITAL AND OUTSTANDING SHARE DATA

Common shares, stock options, restricted share units, performance share units and share purchase warrants issued and outstanding as at the year-end are described in detail in Note 13 of the consolidated financial statements for the year ended January 31, 2021, which as of May 26, 2021 are as follows:

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Number of shares
Issued and outstanding 61,469,337
Number of options Number of options Exercise Expiry
outstanding exercisable price ($) date
193,182 193,182 0.10 January 25, 2024
2,475,287 2,475,287 0.25 February 1, 2025
418,854 418,854 0.25 July 30, 2025
972,500 243,125 0.90 January 14, 2026
310,000 - 1.20 April 9, 2026
4,369,823 3,330,448
Grant Number of units Number of units
price ($) oustanding converted
Restricted Share Units 0.89 497,500 77,500
Performance Share Units 1.32 739,500 560,500
1,237,000 638,000
Number of outanding Exercise Expiry
warrants price ($) date
81,142 0.10 June 22, 2022
296,624 0.90 December 23, 2022
1,790,828 1.20 December 23, 2023
270,626 0.97 February 23, 2023
5,118,917 1.25 February 23, 2024
7,558,137
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