Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Gold Runner Exploration Inc. Management Reports 2022

Oct 31, 2022

47648_rns_2022-10-31_d539b930-d5b4-4596-91a9-e3b9114b17ea.pdf

Management Reports

Open in viewer

Opens in your device viewer

Crestview Exploration Inc.

Management Discussion & Analysis

9 months ended August 31, 2022 Date: October 31, 2022

Crestview Exploration Inc.

Management Discussion & Analysis

Table of Contents 9 months ended August 31, 2022Page No
Forward-looking information 3
Business of the Corporation 5
Mineral Exploration and Evaluation Assets 7
General Corporate Affairs 15
Financial Condition 16
Results of Operation for the quarterended August31, 2022 21
Summary of Quarterly Results 23
Liquidity and Capital Resources 25
Off-Balance Sheet Arrangements 26
Transactions with Related Parties 26
Critical Accounting Estimates and Accounting Policies 28
Financial Risk Management, Objectives and Policies 28
Capital Management Policies and Procedures 28
Commitments and Contingencies 29
Controls and Procedures Over Financial Reporting 30
Disclosure of outstanding share data 30
Business risks 34

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

This management discussion and analysis ("MD&A") of Crestview Exploration Inc. ("Crestview", or "the Company", or "the Corporation") follows rule 51-102 of the Canadian Securities Administrators regarding continuous disclosure.

The following MD&A is a narrative explanation, through the eyes of the management of Crestview, on how the Company performed during the nine-month period ended August 31, 2022. It includes a review of the Company's financial condition and a review of operations for the nine-month period ended August 31, 2022, as compared to the nine-month period ended August 31, 2021.

This MD&A complements the unaudited condensed consolidated financial statements for the nine-month period ended August 31, 2022, but does not form part of them. It is intended to help the reader understand and assess the significant trends, risks and uncertainties related to the results of operations and it should be read in conjunction with the audited consolidated financial statements as at November 30, 2021 and related notes thereto.

The unaudited condensed consolidated financial statements for the 9 months ended 31st May 2022 and 31st May 2021 have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standard Board ("IASB"), applicable to the preparation of annual consolidated financial statements. The accounting policies applied in the financial statements are based on IFRS issued and effective as at August 31, 2022. On October 31, 2022, the Board of Directors approved, for issuance, the quarterly consolidated financial statements and this MD&A.

All figures are in Canadian dollars unless otherwise stated. Additional information relating to the Company can be found on SEDAR at www.sedar.com. The shares of Crestview are listed on the Canadian Stock Exchange ("CSE") under the symbol "CRS" and on Börse Frankfurt stock exchange ("Frankfurt") with the ticker symbol "CE7".

READER ADVISORY

This MD&A contains certain forward looking statements and forward looking information (collectively referred to herein as "forward looking statements") within the meaning of applicable Canadian securities laws. All statements other than statements of present or historical fact are forward looking statements. Forward looking information is often, but not always, identified by the use of wordssuch as "could", "should", "can", "anticipate", "expect", "believe", "will", "may", "projected", "sustain", "continues", "strategy", "potential", "projects", "grow", "take advantage", "estimate", "well positioned" or similar words suggesting future outcomes. In particular, this MD&A may contain forward looking statements relating to future opportunities, business strategies, mineral exploration, development and production plans and competitive advantages.

The forward looking statements regarding the Company are based on certain key expectations and assumptions of the Company concerning anticipated financial performance, business prospects,strategies, regulatory developments, exchange rates, tax laws, the sufficiency of budgeted capital expenditures in carrying out planned activities, the availability and cost of labour and services and the ability to obtain financing on acceptable terms, the actual results

9 months ended August 31, 2022

of exploration and development projects being equivalent to or better than estimated results in technical reports or prior activities, and future costs and expenses being based on historical costs and expenses, adjusted for inflation, all of which are subject to change based on market conditions and potential timing delays. Although management of the Company considers these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect.

The technical details contained in this report are not compliant to the provisions of NI 43-101.

By their very nature, forward-looking statements involve inherent risks and uncertainties (both general and specific) and risks that forward looking statements will not be achieved. Undue reliance should not be placed on forward looking statements, as a number of important factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations and anticipations, estimates and intentions expressed in the forward looking statements, including among other things: inability of the Company to continue meeting the listing requirements of stock exchanges and other regulatory requirements, general economic and market factors, including business competition, changes in government regulations or in tax laws; general political and social uncertainties; commodity prices; the actual results of exploration, development or operational activities; changes in project parameters as plans continue to be refined; accidents and other risks inherent in the mining industry; lack of insurance; delay or failure to receive board or regulatory approvals; changes in legislation, including environmental legislation, affecting the Company; timing and availability of externalfinancing on acceptable terms; conclusions of, or estimates contained in, feasibility studies, pre-feasibility studies or other economic evaluations; and lack of qualified,skilled labour or loss of key individuals; as well as those factors detailed from time to time in the Company's interim and annual financial statements and management's discussion and analysis of those statements, along with the Company's annual information form, all of which are filed and available for review on SEDAR at www.sedar.com. Readers are cautioned that the foregoing list is not exhaustive.

The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward looking statements included in this MD&A are made as of the date of this MD&A and the Company does not undertake and is not obligated to publicly update such forward looking statements to reflect new information, subsequent events or otherwise unless so required by applicable securities laws.

9 months ended August 31, 2022

Overview of Business

Business of the Corporation

The Corporation is engaged in the business of mineral exploration and the acquisition of mineral property assets in north-central Nevada, USA and more specifically in the Tuscarora Mountains of north-central Nevada, in Elko County. See "Narrative Description of the Business" below.

The Company's shares are currently traded on the Canadian Securities Exchange ("CSE") under the symbol "CRS" and are also listed on the Börse Frankfurt stock exchange ("Frankfurt") with the ticker symbol "CE7"

History

The Corporation was incorporated on August 30, 2017 without any operating history as it was created in order to purchase mineral claims in various regions of North America and is currently targeting to develop the Rock Creek Project that it acquired on September 19, 2017. See "Acquisitions" below.

On April 19, 2019, the Company incorporated under the States of Nevada, USA, a wholly subsidiary "Crestview Exploration LLC" that is not currently under operation.

Acquisitions

On September 19, 2017, the Corporation entered into an Arm's Length mining property acquisition agreement (the "Acquisition Agreement") with Kingsmere Mining Ltd. ("Kingsmere") regarding the acquisition by the Corporation of 72 unpatented lode claims (the "Claims") comprising the Rock Creek Project. Kingsmere located the Claims in the fall of 2016; said Claims are not subject to any obligations to third parties. As per the terms of the Acquisition Agreement, Kingsmere agreed to sell a 100% undivided interest on the Rock Creek Project and to acquire said interest, the Corporation had to meet the following conditions and payments:

Upon execution of the Acquisition Agreement, the Corporation paid in cash an amount of $US100,000 (the "Cash Consideration") to Kingsmere;

Upon listing of the common shares of the Corporation on a recognized Canadian stock exchange, defined as a "Liquidity Event" within the Acquisition Agreement, the Corporation will issue a total of three million (3,000,000) common shares at a deemed price of $0.05 from its share capital to Kingsmere to be issued at the price of the Liquidity Event (the "Compensation Shares");

9 months ended August 31, 2022

It is mutually agreed between the Corporation and Kingsmere, that the Compensation Shares to be issued to Kingsmere upon the occurrence of a Liquidity Event shall be restricted for resale for a period of twenty-four (24) months following the occurrence of said Liquidity Event, such Compensation Shares are to be held within escrow with the Corporation's Transfer Agent.

On October 2019, the Company's position on the Rock Creek project increased from 72 lode claims to 74. Two news lode mining claims (Cow 73 and Cow 74) have been staked based on field observations and historic geochemical data.

During the year 2019 and 2020, the Company bought back some of Kingsmere's Compensation Shares that were subsequently cancelled from the Company's treasury.

In September 2019, 375,000 shares were bought back for US$ 25,000.

In March 2020, 300,000 shares were bought back for US$ 20,000.

On April 2020, the Company entered into a lease with an option to purchase a 100% interest in the Divide Mine and Castile Mountain prospects, both located in Elko County, Nevada. Both properties were acquired through a third-party agreement with Geological Services Inc., a Utah corporation with an office located at #3 Knob Hill Road, Park City, Utah 84098 USA. The terms of the agreement for both Properties are as follows (US$):

Advance Minimum Royalty

On or before 15 April 2020 $25,000
1st Anniversary $35,000
2nd Anniversary $50,000
3rd Anniversary $75,000*
4th Anniversary $100,000*
5th Anniversary (And each year thereafter) $150,000*

Payments can be recovered from production.

$2,000,000 buyout *can be exercised at any time, subject to a retained 2% NSR.

* = indexed to CPI.

On July 13, 2020 the Company's position on the Divide Mine project increased from 12 lode claims to 19. Seven new lode mining claims were staked around the original claims based on field observations and recently acquired geochemical data.

In February 2021 the Company entered into an option agreement with Nevada Select Royalty ("Nevada Select"), a wholly-owned subsidiary of Ely Gold Royalties Inc. whereby Crestview will have the option

9 months ended August 31, 2022

to purchase 100% of the Cimarron gold prospect located in Nye County, Nevada approximately 30 kilometers North of the Tonopah mining town. The property comprises 13 unpatented lode mining claims overlapping and controlling the historic San Antonio mine claims. Under the terms of the agreement, the Company shall pay a 2.5% Net Smelter Royalty (NSR) on the production from the property and any locatable land in a 1-mile Area of Interest and $200,000 (US$) in the following installments:

  • Initial payment of: $25,000 (paid in March 2021)
  • Payment on 1st Anniversary: $35,000
  • Payment on 2nd Anniversary: $50,000
  • Payment on 3rd Anniversary: $45,000
  • Payment on 4th Anniversary: $45,000

On April 15, 2021, the Company filed an additional forty (40) claims with the BLM which were staked on the nearest open ground to the NE, E, and SE. After conducting initial reconnaissance on the newly staked claims, a number were determined not to be of interest at this time and were not renewed in September 2021. Between the claims under option and the claims staked and renewed, the Company presently controls 31 claims at Cimarron.

On September 1, 2022, the Company entered into an option to purchase 100% interest in the Falcon Project, 87 unpatented lode mining claims and 6 patented claims associated with the historic Falcon mine located Elko County, Nevada. Under the terms of the agreement, the company shall pay a 1.5% Net Smelter Royalty (NSR) on production from the property and 2,000,000 CRS common shares and $500,000 (US$) payable as follows:

  • $10,000 Cash Payment within 10 days after the Effective Date;
  • $40,000 Cash Payment and 200,000 CRS Shares on or before December 15, 2023;
  • $75,000 Cash Payment and 300,000 CRS Shares on or before December 15, 2024;
  • $100,000 Cash Payment and 400,000 CRS Shares on or before December 15, 2025;
  • $125,000 Cash Payment and 500,000 CRS Shares on or before December 15, 2026; and
  • $150,000 Cash Payment and 600,000 CRS Shares on or before December 15, 2027, upon which the Option Exercise will be complete.

Mineral Exploration and Evaluation Assets

Based on an examination of Certificates of Location filed with the County Recorder's Office(s) and at the Bureau of Land Management Nevada State Office in Reno, Nevada, all claims currently held or under option by the Company have been properly recorded, and the annual maintenance fees have been paid. All of the claims are in good standing until noon September 1, 2023.

9 months ended August 31, 2022 All claims are subject to an annual maintenance fee of $165 per claim, payable to the Reno BLM and due by noon September 1 of each year. In addition, an annual Notice of Intent to Hold and fee of $12.00 per claim is payable to the respective County Recorder's Office.

Although the Company has taken steps to verify title to the mining properties in which it holds an interest in accordance with industry practices for the current stages of exploration and development of such properties, these procedures do not guarantee the validity of the Company's titles. Property titles may be subject to unregistered prior agreements and restrictions arising from regulatory requirements.

The Rock Creek Project:

The Corporation's principal property is the Rock Creek Project, located approximately 12 miles northwest of the old mining town of Tuscarora, in Elko County, Nevada. As of the date of this report, the Corporation has paid the Cash Consideration and issued the Shares Compensation to Kingsmere as per the terms of the Acquisition Agreement dated September 19, 2017, and therefore owns 100% undivided interest on the original 72 Claims comprising the Rock Creek Project plus 2 claims acquired in 2019.

The original 72 Cow claims comprising the Rock Creek property, are owned by the Corporation and were staked by Kingsmere on October 2, 2016 and properly recorded with the county on December 12, 2016. The certificates of location and the recorded map were filed with BLM on December 23, 2016. Two new claims COW 73 and COW 74 were staked on September 27, 2019. The certificates of location and the recorded map were filed with the BLM on October 2, 2019. The Rock Creek property now consists of 74 unpatented lode mining claims in one contiguous block comprising approximately 1524.4 acres. The Cow claims are located in unsurveyed Sections 29 and 32 of T41N, R50E, and in Sections 1 and 2 of T40N, R49E, MDB&M. The margins of some of the Cow claims overlap (to avoid fractions) onto some of these pre-existing claims and private fee lands, reducing the stated acreage of the Rock Creek property by a small amount.

There are adjacent claims, but no adverse ownership. Other properties in the immediate vicinity but not controlled by the Company include private fee lands controlled by Barrick, situated between the Falcon Mine and the south edge of the Cow claims.

The Rock Creek property contains altered exposures of probable lower plate Paleozoic sedimentary rocks that may be correlative with the Devonian Rodeo Creek Formation. The bulk of the exposed Au-Ag-As-Sb mineralization has been found in coeval intermediate to felsic volcanic rocks, which have been dated as Eocene (36 – 40 ma.) throughout most of the Tuscarora Mountains. Similar ages of mineralization have been determined for a number of typical Carlin-type mines within the Carlin trend, Getchell district, Jerritt Canyon district, and Battle Mountain-Eureka trend of gold.

The Tuscarora Mountains host the northern end of Carlin-trend mineralization, a cluster of major, large gold deposits. Mineralized Eocene dikes have been found in many of the mines within the Carlin trend, and the temporal and spatial correlation with Carlin-type gold mineralization suggests a genetic link.

9 months ended August 31, 2022

The target concept for the Rock Creek Project is that high-level, epithermal gold-arsenic dominated, volcanic-hosted, Eocene-aged, precious metal mineralization represents the top of mineralizing hydrothermal plumes which had the potential to form high-grade Carlin-type (Meikle) deposits within favorable stratigraphic sections of lower plate sediments at depth. It is believed that detailed geologic, structural, stratigraphic, geochemical and geophysical studies can target the favorable areas which overlie permissive stratigraphy at a reasonable depth (<2500 ft.).

Historic exploration has been conducted by various companies on and nearby the property for volcanichosted, high-grade Au-Ag veins and bulk tonnage Au-Ag deposits. These previous efforts by Texas Gulf, Shell Oil, Phelps Dodge, Homestake Mining, Newman Mining, Western States Minerals, Pittston Nevada Gold, Teck, and others were focused on high-grade, epithermal, bonanza-type precious metal veins hosted within volcanic rocks, or at the volcanic-sediment contacts.

From the limited data available from previous exploration in the project area, it is clear that areas of widespread alteration in the volcanics contained anomalous values in Au and Ag with locally high concentrations of As-Sb-Hg. Locally, sedimentary basement rocks were intercepted by shallow drilling in Rock Creek, which were altered and carried anomalous gold and pathfinder element concentrations.

The Rock Creek Project area is situated within a zone of "world class" gold endowment where the potential of finding a large, high-grade, gold mine is favorable. Past work has defined large (>1000 x 5000 ft.) areas of strongly argillized volcanic rocks which host numerous silicified breccia zones, and it is believed that the proposed exploration program offers an excellent opportunity to discover new Carlin-type mineralization beneath shallow volcanic cover on this property.

No resources have thus far been defined on the Rock Creek property, and all past mine development on nearby properties in this area is from the period of the late 1800's through 1950's.

The historic data for the property includes surface sampling, drilling, and an MMI survey, which provided very encouraging results, and is summarized in the amended technical report titled:

Amended Technical Report Rock Creek Project Rock Creek Mining District Cow Claims Property Elko, County, Nevada By Fred T. Saunders Dated May 7, 2019

9 months ended August 31, 2022 A two-phase exploration program has been proposed for the Rock Creek Project. The first phase is underway and includes data compilation, data acquisition, base map configuration, reconnaissance and detailed geologic mapping, additional soil and rock chip sampling, and obtaining geophysical surveys. Phase 1 is focused on defining the dominant mineralizing feeder structures with strong Au-As geochemical footprints, delineating the major sedimentary basement blocks and basement highs, and targeting Carlintype mineralization at a reasonable depth for underground mining.

The Company acquired aeromagnetic data to assist in outlining the intrusive rocks believed to be related to the mineralization on the property. The aeromagnetic data has been used to guide sampling and will assist in delineating drill targets. The data indicates that the north portion of Rock Creek sits on the western margin of a large volcanic dome with small local intrusive dikes.

Rock Creek was initially mapped and sampled at a reconnaissance level, and has since been followed up with detailed mapping and a more extensive sampling program. To date, the company has taken over 150 grab and outcrop samples from across the property, primarily targeting the epithermal quartz veins. Anomalous gold, silver, arsenic, and antimony was reported from samples across the property, including samples with economic mining grades, demonstrating the widespread nature of the mineralizing system.

Work from the 2019, 2020, 2021, and 2022 exploration seasons has been summarized and reported publicly in news releases. The estimated expenditures at Rock Creek for 2022 include Phase 1 projects totalling approximately US$ 200,000 and will include several CSAMT geophysical survey lines for depth resolution, expanded surface sampling, higher resolution mapping and targeting, and claim expansion. Phase 2 will drill test the favourable targets identified in Phase 1, and is anticipated to commence in Summer, 2023.

The Falcon Mine Prospect:

The Falcon mine prospect is comprised of 87 unpatented lode mining claims and 6 patented claims covering approximately 1,756 acres (711 ha). The property is located in the Tuscarora region, approximately 2 km to the south of Rock Creek, and a slightly longer distance to the southwest of Divide. The Carlin Trend lies about 20 miles south-southwest of the property and the Jerritt Canyon Mining District is about 20 miles to the east of the property.

The claims cover the historic Falcon and Scorpion mines, reportedly active from the late 1800's to the early 1900's. The mines were focused on steep, approximately N-S quartz veins, with assays as high as 100 opt Ag reported. Though the total silver production from the operations is unknown, a 30 pound sample of "typical" Falcon vein material was reportedly submitted for metallurgical testing in 1965, which assayed 0.01 opt Au and 47.45 opt Ag and indicated "excellent gold and silver recoveries …" (McQuistion, F.W. and R.S. Shoemaker, 1978 – Report on the Falcon Silver Mine Elko County, Nevada).

The steep epithermal quartz veins hosting mineralization at Falcon are on trend with the approximately N-S quartz veins at Rock Creek. Like Rock Creek and Divide, the Falcon property is described as a shallow

9 months ended August 31, 2022 volcanic sequence overlying older metasedimentary rocks. The close proximity to, and similar geology with the Rock Creek and Divide prospects, indicate the widespread and prevalent nature of gold and silver in the region, and suggest we may be targeting the same hydrothermal system at all three prospects.

The Divide Mine Prospect:

The Divide Mine prospect is comprised of 19 unpatented lode claims covering 391 acres (158 ha). The claims cover the majority of the old workings and potential strike extension of the Divide Mine. The Divide Mine is located in the northwest portion of the Tuscarora Mining District. The property is located less than 2 km to the east of Rock Creek and may represent the same hydrothermal system being targeted at Rock Creek. The Carlin Trend lies about 22 miles south-southwest of the property and the Jerritt Canyon Mining District is about 18 miles to the east of the property.

Like Rock Creek, the Divide Mine sits on the eastern flank of a prominent upthrown block exposing sedimentary rocks surrounded by Eocene age volcanic rocks. The sedimentary rocks exposed here are known to closely overlie favourable sedimentary gold mineralization host rocks in the region. Further, the age of the volcanic rocks is coincident with the age of gold and silver mineralization in the region; and there is a relationship with volcanism and mineralization. There is evidence on the property of igneous rock intrusions. Fault structures on the east edge of the host block provide conduits for multiple episodes of dikes as well as plumbing for the gold bearing mineral system.

Gold and silver mineralization occurs in banded quartz veins and quartz breccia veins deposited in northsouth and north-northeast oriented fissure systems. Additionally, historic drill logs described by Homestake mining indicate Carlin-style sulfide gold mineralization and geochemistry from a hole located just north of the claims.

The Company acquired aeromagnetic data to assist in outlining the intrusive rocks believed to be related to the mineralization on the property. The aeromagnetic data has been used to guide sampling and will assist in delineating drill targets.

The Company has conducted detailed geologic mapping at the 1:2,000 scale across the property, and has taken more than 50 grab and outcrop samples from across the property to date. The detailed mapping included lithological, structural, and alteration observations from across the property. The Tertiary volcanic package exposed in the NE portion of the property, in the area of the historic Divide mine, can be divided into three groups: 1) intracaldera lithic-rich, rhyolitic ash-flow (which hosts mineralization); 2) poorly sorted breccia; and 3) small post-mineralization dacite dikes. The Paleozoic sedimentary package of siltstone, bedded chert, and orthoquartzite is exposed in the SW portion of the property.

The gold and silver results have been very encouraging, with fourteen of the samples yielding greater than 0.1 g/t Au (including 7.67 g/t, 5.04 g/t, 3.29 g/t, and 2.14 g/t Au) and 13 samples yielding greater than 25

9 months ended August 31, 2022

g/t Ag (including 970 g/t, 312 g/t, 287 g/t, 196 g/t, 187 g/t, and 142 g/t Ag). The sampling results also includes a 1.8-meter-wide chip-channel sample from a trench which ran 0.245 opt Au. Samples from the property also contain strong arsenic and minor copper oxides.

Three conceptual targets are envisioned at the property, including: 1) blind veins and ore shoots in the volcanic package; 2) along the unconformity between the Tertiary volcanic rocks and the underlying Paleozoic metasedimentary rocks; and 3) disseminated mineralization in favorable lithologies of the Paleozoic package.

The Castile Mountain Prospect:

The Castile Mountain prospect is comprised of 8 unpatented lode mining claims covering 164.8 acres (66.7 ha) located in the southern portion of the Tuscarora Mining District in Elko County, Nevada. The Castile and Divide prospects are under the same option agreement.

The Castile Mountain prospect lies on the southeast side of the Tuscarora volcanic field, the largest Eocene age (39 million years before present) volcanic field in Nevada. This is important because Eocene magmatism occurred contemporaneously with the main gold mineralizing event that formed the bulk of the giant gold deposits in Nevada. The Carlin Trend lies about 17 miles southwest of the property and the Jerritt Canyon Mining District is about 14 miles to the east of the property.

Castile is set a short distance apart from the other Tuscarora properties (Rock Creek, Divide, and Falcon), and is targeting a different mineral system. The property is centered on the top of Castile Mountain, a prominent conical peak in the Tuscarora Mountain range. In 1984, Shell mining reportedly drilled a shallow test hole at the top of Castile mountain which encountered a 35 foot mineralized zone that carried anomalous gold values ranging from 0.24 g/t to 0.4 g/t Au.

The target concept for Castile is a shallow epithermal gold and silver system. Mineralization is hosted in andesite breccia overlying a Paleozoic debris lens that provides highly prospective stratigraphy. The Gravel Creek property is a very close analog to the target presented at Castile Mountain. It is located 25 miles to the northeast of Castile Mountain. An early 2018 mineral resource estimate for Gravel Creek reports an indicated resource of 246,000 ounces of gold and 3,938,000 ounces of silver, and an inferred resource of 654,000 ounces of gold and 9,018,000 ounces of silver with upside potential (Christensen 2018, Abstract for Technical Presentation, Denver Region Exploration Geologists Society).

Aeromagnetic data was acquired to assist in identifying structures and outlining areas of alteration. The aeromagnetic data was useful in identifying a volcanic vent that may be the source of gold mineralizing fluids that mineralized the top of Castile Mountain.

The company has conducted grab and outcrop sampling (34 samples) and detailed (1:2,000 scale) geological mapping throughout the entire Castile Mountain claim block, with the most recent results reported in a news release dated December 21st, 2021. The Tertiary volcanic rocks exposed at Castile Mountain are represented

9 months ended August 31, 2022 by andesite breccias and minor andesite lavas. The underlying Paleozoic metasedimentary sequence is exposed about 3 kilometers SW of Castile.

The sampling at Castile to date has been very encouraging, with 17 of the 34 total grab and outcrop samples from across the property yielding gold values greater than 0.1 g/t (including 1.085 g/t, 0.633 g/t, and 0.52 g/t Au). The samples also contain anomalous Ag, As, and Ba.

The results to date indicate that drilling, both shallow and deep, is warranted at Castile. The initial drill program at Castile should target the zones of strong silicification and iron oxide mineralization, structural intersections, and the underlying unconformity with the Paleozoic sequence.

The Cimarron Prospect:

The Cimarron property is comprised of 31 unpatented lode mining claims, including the 13 claims under option and an additional 18 claims which were staked on the nearest open ground to the 13 core claims.

The property was acquired with significant historical data from approximately 190 historical drill holes from exploration efforts conducted in the 1980's from a number of exploration companies. This drilling encountered a number of anomalous gold intervals such that an approximate 40,000-ounce gold resource was outlined (internal company reports; pre 43-101 standard) but never extracted. This historic resource was outlined within several hundred feet of the surface, and the possibility of extending the resource at depth was under-explored with only a couple of the historic holes drilled deeper than 500' and many holes terminated in anomalous gold zones.

On September 15, 2021, the Company released the results of the phase 1 drill program at the Cimarron gold prospect. This drill program was conducted in the areas of the historic resource and was designed to begin confirming the historic drill record. Anomalous gold values were encountered in all four holes drilled, including continuous zones of economic grades (Au > 0.5 g/t) starting at, or near, the surface. Please refer to the summary table below.

Hole From (m) To (m) Interval (m) Average Augrade (g/t) Including
SA-01 11.00 31.70 20.70 0.59 8.2m @1.11g/t Au
78.30 79.90 1.50 0.60
SA-02 96.00 97.50 1.50 0.87
171.50 173.10 1.60 1.10
SA-03 - 16.80 16.80 0.59
26.70 45.10 18.40 1.08 9.3m @1.51g/t Au
SA-04 64.60 68.00 3.40 1.82
74.10 78.30 4.20 1.55
106.70 111.30 4.60 1.15

9 months ended August 31, 2022

Crestview is working with Practical Mining, LLC to construct a resource model of historical data which will be used to guide future drilling at Cimarron. Once the historic drilling has been verified (statistically confirmed), the Company intends to utilize the data to calculate a 43-101 compliant resource.

The Rock Creek , Divide Mine, Castile Mountain, Falcon, and Cimarron Prospects shall be together referred to as the Mineral Exploration and Evaluation Assets or "MEE Assets".

Exploration and Evaluation Expenses:

The Corporation has incurred Exploration and evaluation expenditures as under:

Particulars OpeningBalance 2020 Q1 2020 Q2 2020 Q3 2020 Q4 2021 Q1 2021 Q2 2021 Q3 2021 Q4 2022 Q1 2022 Q2 2022 Q2 Grand Total
Mining Claims 275,430 - - 34,760 - 31,748 44,952 - - 46,451 63,140 - 496,480
Claim Fees 49,098 - - 29,124 1,526 1,983 20,181 29,851 -1,585 - - 29,664 159,842
Consultancy - Claims - 5,274 - - - - - - - - - - 5,274
Total Claim Expenses 324,528 5,274 - 63,884 1,526 33,730 65,133 29,851 -1,585 46,451 63,140 29,664 661,596
Consultancy 32,563 - - - - - - - - 636 252 -888 32,563
Geological Services 95,103 -43 5,195 7,240 19,447 14,756 - 8,074 -20,792 1,992 550 - 131,522
Survey 36,109 - 28,115 - - - - - 22,349 956 - 10,183 97,712
Testing Fees 1,955 30 - - - - - 26,315 11,276 - - - 39,576
Exploration - - - - - 13,640 576 45,286 40,575 1,200 2,607 44,384 148,268
Drilling - - - - - 11,485 249,786 154,501 -31,655 1,700 -2,294 - 383,524
Storage 1,017 386 - 1,403
Others - - - - - 2,704 - 39,091 -28,973 1,814 4,531 1,503 20,671
Total Exploration Expenses 165,730 -13 33,310 7,240 19,447 42,586 250,362 273,267 -7,220 9,316 6,032 59,154 859,211
-
Grand Total 490,258 5,261 33,310 71,124 20,973 76,316 315,495 303,119 -8,805 55,767 69,172 88,818 1,520,808

9 months ended August 31, 2022

General Corporate Affairs

Since its incorporation on August 30, 2017, the Corporation has not generated cash flow from its operations and has incurred certain operating losses. Such losses and negative operating cash flow are expected to continue since funds will be expended to pay its administrative expenses and to conduct the recommended Phase 1 exploration program on the Rock Creek Project.

The Company's shares are currently traded on the Canadian Securities Exchange ("CSE") under the symbol "CRS" and are also listed on the Börse Frankfurt stock exchange ("Frankfurt") with the ticker symbol "CE7"

The Company also has a 100% subsidiary, Crestview Exploration LLC, registered in State of Nevada, United States of America. The subsidiary is yet to commence any operation.

In April 2020 the Company acquired a Lease with an option to purchase the Divide Mine and the Castile Mountain Project, both located in Elko, Nevada USA.

During February 2021, the Company entered into an option to purchase 100% interest in the Cimarron Project, located in Nevada.

Until required for the Corporation's purposes, the available funds will be invested only in securities of, or those guaranteed by, the Government of Canada or any province of Canada, in certificates of deposit or interest-bearing accounts of Canadian chartered banks or trust companies or in prime commercial paper. The Corporation's Chief Financial Officer with approval of the Board of Directors, will be responsible for the investment of unallocated funds.

The Corporation anticipates financing its exploration program covering the three properties by subsequent equity or debt financing during 2022 by raising funds in the capital markets by way of private placement either brokered or non-brokered or prospectus offering, as the case may be.

9 months ended August 31, 2022

Financial Condition

Selected financial information

The following selected financial information is derived from our unaudited financial statements for each of the respective periods.

Consolidated Statement of Loss and Comprehensive 9 Months ended
Loss(Figures in C$)
31-Aug-22 31-Aug-21
$ $
Operating expenses
Share-based compensation 208,515 0
Professional fees 287,973 242571
Marketing and Promotion 70,261 355,166
Director Fees 69,750 53250
Filing Fees 31,104 30,413
Prospecting Costs 36,927 1,365
Insurance 19,103 14,656
General Expenses 5,016 14701
Travel 1,318 17132
Interest and bank charges 1,438 2,782
Business taxes and licenses 0 1,650
Rental 561 426
IT Expenses 373 155
Meals and entertainment 331 7,576
Operating Loss 732,670 741,843
Other income (loss)Other Income 0 2,602
Foreign exchange gain (loss) 9,169 -11,121
9,169 -8,519
Net loss and comprehensive loss for the year 723,501 750,362
Basic and diluted loss per share (0.03) (0.04)
Consolidated Statement of Cash Flows(Figures in C$) 9 Months ended
31-Aug-22 31-Aug-21
Cashflows used by Operating Activities -394,698 -671,188
Cashflows used by Investing Activities -232,221 -827,102
Cash flows from Financing Activities 410784 2,251,179
Increase / (Decrease) in cash and cash equivalents -216,135 741,768
Cash and cash equivalents, beginning of the period 507,205 5,601
Cash and cash equivalents, end of the period 291,070 747,369
Consolidated Statement of Financial Position(Figures in C$) As at
31-Aug-22 30-Nov-20
Cash and cash equivalents 291,070 507,205
Sales Tax Receivable 20,739 34,275
Other Receivables 22,562 12,009
Reclamation bond 19,175 18,708
Exploration and evaluation assets 1,520,808 1,307,051
Accounts payable and accrued liabilities 168,249 68,942
Common Shares 1,847,172 1,792,964
Warrants 2,659,900 2,303,324
Contributed surplus 1,434,964 1,226,449
Deficit -4,235,932 -3,512,431

9 months ended August 31, 2022

The basic and diluted loss per share during the nine months ended August 31, 2022, is $0.03 ($0.04 in the nine months ended August 31, 2021). During the nine months ended August 31, 2022, the Company realized a net loss and comprehensive loss of $732,670 as compared to a net loss and comprehensive loss of $741,843 compared to the nine months ended August 31, 2021 (a decrease of $26,861). The main reasons behind the increase are:

  • a) Increase in Share based compensation of $208,515 that is offset by a fall in Marketing and Promotion expenses of $284,905;
  • b) Professional Fees increased by $45,402.
  • c) Increase in Directors fees by $16,500;
  • d) Increase in Prospecting costs by $35,562;
  • e) Decrease in travel expenses by $15,815

A detailed analysis of the profitability is provided in the next section.

At the date of authorization of these consolidated financial statements, certain new standards, amendments, and interpretations to existing standards have been published but are not yet effective and have not been adopted early by the Company. Management anticipates that all of the pronouncements will be adopted in the Company's accounting policy for the first period beginning after the effective date of each pronouncement. Information on new standards, amendments and interpretations that are expected to be relevant to the Company's consolidated financial statements is provided below. Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Company's consolidated financial statements. In May 2020, the IASB issued a package of narrow-scope amendments to three standards (IFRS 3 "Business Combinations", IAS 16 "Property, Plant and Equipment" and IAS 37

9 months ended August 31, 2022

"Provisions, Contingent Liabilities and Contingent Assets") as well as the IASB's Annual Improvements to IFRS Standards 2018 - 2020. These amendments to existing IFRS standards are to clarify guidance and wording, or to correct for relatively minor unintended consequences, conflicts or oversights. These amendments are effective for annual periods beginning on or after January 1, 2022. The Company is assessing the potential impact of these narrow-scope amendments.

Management is required to make estimates and assumptions that effect the reported amounts of assets and liabilities at the date of the financial statements and revenue and expenses for the period then ended. The Unaudited Consolidated Financial Statement for the nine months ended August 31, 2022, indicates Cash and Cash Equivalents of $291,070 (November 30, 2021: $507,205); Sales Tax Receivable of $20,739 (November 30, 2021: $34,275) and Other Receivables of $22,562 (November 30, 2021: $12,009) resulting in total current assets of $334,371, a decrease of $219,118 from November 30, 2021, balance of $553,489. The long-term assets are comprised of mineral exploration and evaluation assets of $1,520,808 which is an increase of $213,757 from November 30, 2021, balance of $1,307,051and Reclamation bond of $19,175 (November 30, 2021: $18708). The total assets are $1,874,353 which is a decrease of $4,895 from November 30, 2021, balance of $1,879,248.

The Company's current liabilities at August 31, 2021, are its trade and other payables of $168,249 which is an increase of $99,307 from November 30, 2021, balance of $68,942. Equity attributable to shareholders of the Company is $1,706,104, a decrease of $104,202 from November 30, 2021, balance of $1,810,306, and is comprised of share capital of $1,847,172 (November 30, 2021: $1,792,964), Warrants Reserve $2,659,900 (November 30, 2021: Contributed surplus of $1,434,964 (November 30, 2021: $1,226,449), less the deficit of $4,235,932 (November 30, 2021: 3,512,431).

The key movements in the Assets and Liabilities are as follows:

  • a) The cash in the Company decreased by $435,365 during the year as explained under "Cash Flows" below;
  • b) The accrued receivables on account of Sales Tax decreased by $13,536 from $34,275 during November 30, 2021, to $20,739 at August 31, 2022;
  • c) All costs associated with mineral properties have been classified as mineral exploration and evaluation assets. The expenditures are divided between the properties as follows:

9 months ended August 31, 2022

Rock Creek Property

(Figures in Canadian $)

Particulars ClosingBalance(11/30/2020) Additionduring2021 Closing Balance(Nov 30, 2021) Additionduring 2022 ClosingBalance(August 31,2022)
Mining Claims 275,430 - 275,430 275,430
Claim Fees 66,518 16,617 83,135 16,056 99,191
Consultancy - Claims 5,274 - 5,274 5,274
Total Claim Expenses 347,222 16,617 363,839 16,056 379,895
Consultancy 32,563 32,563 32,563
Geological Services 110,400 110 110,510 1,502 112,012
Technical report - 3,078 3,078
Survey 43,118 230 43,348 10,439 53,787
Testing Fees 1,985 1,985 1,985
Exploration - 13,280 13,280 32,747 46,027
Drilling - 2,865 2,865 1,797 4,661
Others 3,520 3,520
Total Exploration Expenses 188,066 16,485 204,551 53,082 257,633
Grand Total 535,288 33,102 568,390 69,137 637,528

Divide Mine Property

(Figures in Canadian $)

Particulars ClosingBalance(11/30/2020) Additionduring2021 Closing Balance(Nov 30, 2021) Additionduring 2022 ClosingBalance(August 31,2022)
Mining Claims 20,856 22,005 42,861 31,570 74,431
Claim Fees 11,283 4,747 16,030 4,474 20,504
Total Claim Expenses 32,139 26,751 58,890 36,044 94,934
Consultancy -
Geological Services 9,274 9,274 192 9,466
Technical report - 445 445
Survey 11,610 2,371 13,981 382 14,362
Exploration - 12,220 12,220 14,421 26,642
9 months ended August 31, 2022
Drilling - 3,112 3,112 96 3,208
Others - - - 1,393 1,393
Total Exploration Expenses 20,884 17,703 38,587 16,929 55,516
Grand Total 53,023 44,454 97,477 52,973 150,450

Castille Mine Property

(Figures in Canadian $)

Particulars ClosingBalance(11/30/2020) Additionduring2021 Closing Balance(Nov 30, 2021) Additionduring 2022 ClosingBalance(August 31,2022)
Mining Claims 13,904 22,005 35,909 31,570 67,479
Claim Fees 1,948 1,856 3,804 1,916 5,721
Total Claim Expenses 15,852 23,861 39,713 33,486 73,199
Consultancy - - - -
Geological Services 7,267 1,929 9,196 9,196
Technical report - 63 63
Survey 9,495 2,235 11,730 255 11,985
Exploration - 11,551 11,551 42 11,593
Drilling - 2,030 2,030 2,030
Others - - - 921 921
Total Exploration Expenses 16,762 17,744 34,506 1,282 35,788
Grand Total 32,614 41,605 74,219 34,768 108,987

Cimarron Project

(Figures in Canadian $)

Particulars ClosingBalance(11/30/2020) Additionduring2021 Closing Balance(Nov 30, 2021) Additionduring 2022 ClosingBalance(August 31,2022)
Mining Claims - 32,691 32,691 46,451 79,141
Claim Fees - 27,209 27,209 7,218 34,427
Total Claim Expenses - 59,899 59,899 53,669 113,568
Consultancy -
Geological Services - - - 848 848
Technical report - - - 386 386
Total 620,925 686,126 1,307,051 213,757 1,520,808
Grand Total - 566,964 566,964 56,879 623,843
Total Exploration Expenses - 507,065 507,065 3,210 510,275
Others - 12,822 12,822 2,015 14,837
Storage - - - 1,403 1,403
Drilling - 376,112 376,112 (2,487) 373,625
Exploration - 63,026 63,026 981 64,007
Testing Fees - 37,591 37,591 37,591
Survey - 17,514 17,514 9 months ended August 31, 202264 17,578

d) The nine months ended August 31, 2022, also witnessed an increase in the Accounts payable and accrued liabilities by $99,307 from $68,942 at November 30, 2021 to $168,249 as at August 31, 2022.

Cash Flows:

During the nine months ended August 31, 2022, the Corporation used $394,698 (August 31, 2021: $671,188) of its cash and cash equivalents to meet the Operating Activities i.e., pay its trade and other payables, fund its operations and pay for the corporate operating expenses. The Company's Investing Activities includes incurring an amount of $232,221 (August 31, 2021: $827,102) to continue with the exploration and evaluation of its mineral assets. During the nine months ended August 31, 2022, the Company recorded a receipt of $216,135 under the Company's Financing Activities (August 31, 2021: $2,251,179).

Results of Operation for the nine months ended August 31, 2022:

For the nine months ended August 31, 2022, the Company realized a net loss of $723,501 or $0.03 per share, compared to a net loss of $750,362 or $0.04 per share per share for the nine months ended August 31, 2021. The highlights of the operations for the year are as follows:

Particulars August 31, August 31 Variation Remarks
2022 2021
$ $ $
Share-based 208,515 - 208,515 The stock options (originally issued on
compensation March 16, 2021) were modified effected on
July 9, 2021,whereby the Company issued
1,550,000 incentive stock options at $0.41
9 months ended August 31, 2022
to key management and directors and
400,000 incentive stock options to
consultants at $0.50.
During December 2021, the Company
issued 200,000 stock options to the CEO, at
$0.40, vestingquarterly over 1 year and
shall be valid for 5 years.
Accordingly, under IFRS 2, an amount of
$208,515has been considered as share
based compensation during the year.
Professional fees 287,973 242,571 45,405 See details below
Marketing and 70,261 355,166 (262,813) The Company engaged consultants to
Promotion improve the marketability of the Company
in order to raise financesduring Q1 2021.
(See details below)
Director Fees 69,750 53,250 16,500
Prospecting Costs 36,927 1,365 35,562 The Company incurred expenses towards
certain evaluation of mineral properties
during the current period.
Insurance 19,103 14,656 4,447
Filing Fees 31,104 30,413 691

The comparative Marketing and Promotion Expenses by nature of expenditure for the nine months ended August 31, 2022, and August 31, 2021, are summarized below:

Particulars August 31 August 31 Variation Remarks
2022 2021
$ $ $
European Outreach 108,080 (108,080) During 2021, the Company has vigorously
focused on investor relations in Europe and
has managed to raise a significant sum of
money from the European markets under
the private placement.
US Social Media 30,315 (30,315) During 2021, the Company has appointed
Consultancy 70,260 117,622 (47,362) several consultants to increase its outreach
across North America.
Value of Performance 70,657 (70,657) During the 3 months ended February 28,
Warrants issued 2021, the Company issued 336,933
performance warrants in connection with
the marketing of the Company in Europe.
Each warrant is exercisable into one
9 months ended August 31, 2022
common share at a price of $0.60.The fair
value of the warrants was deduced using
the Black Scholes model resulting in an
expenditure debit of $70,657
Others 28,493 (28,493))

The comparative Professional Fees by nature of expenditure for the nine months ended August 31, 2022, and August 31, 2021, are summarized below:

9 monthsended August31, 2022 9 monthsended August31, 2021 Remarks
$ $
Accounting and Audit Expenses 96,796 40,381 Provision for Audit fees andaccounting work
Management Services 171,525 185,414
Share Subscription and ListingRelated Expenses 19,652 16,776 Mainly constitute fees towardsmaintenance of the Trust Account forraising finance and Listing at the CSE.
Grand Total 287,973 242,571

The Company expects to continue incurring losses during this period of exploration and development. These losses are expected to be funded by the current cash and private placement financing.

The carrying value of the mineral exploration and evaluation assets are reviewed by the Company on a quarterly basis by reference to the project economics, including the timing of the exploration and evaluation work, the work programs and exploration results achieved by the Company. At August 31, 2022, the Corporation does not believe that (a) any one of the triggers for impairment testing under IAS 36 has occurred; (b) Sufficient information is present to asses any potential cash flow at this point in time; (c) There has been a change in any facts or circumstances that could reasonably trigger an impairment testing under IFRS 6.

Summary of Quarterly Results

The following table sets out selected unaudited quarterly financial information of the Company for the eight quarters ended August 31, 2022.

Aug-22 May -22 Feb - 22 Nov - 21 Aug - 21 May - 21 Feb - 21 Nov - 20
Net income / (Loss) forthe Quarter (210,213) (204,140) (309,147) (1,482,132)1 (165,672) (244,493) (340,197) (151,320)
Comprehensive income /(Loss) (210,213) (204,140) (309,147) (1,482,132) (165,672) (244,493) (340,197) (151,320)
Loss / Share (0.01) (0.01) (0.02) (0.07) (0.01) (0.01) (0.02) (0.01)

9 months ended August 31, 2022

(1) Share Based Compensation amounting to $990,000 in terms of 500,000 shares and 500,000 Warrants issued to M/s. Onyx Capital GmbH of Germany and an additional amount of Euro 50,000. The Share Based compensation was reversed in the quarter ended August 2020 when the shares and warrants were cancelled.

Results of Operation for the three months ended August 31, 2022:

Selected quarterly financial information

For the three months ended August 31, 2022, the Company realized a net loss of $210,213 or $0.01 per share, compared to a net loss of $165,672 or $0.01 per share per share for the three months ended August 31, 2021. The highlights of the operations for the year are as follows:

Particulars August 31, August 31, Variation Remarks
2022 2021
$ $ $
Share-based 11,701 - 11,701 The stock options (originally issued on
compensation March 16, 2021) were modified effected on
July 9, 2021,whereby the Company issued
1,550,000 incentive stock options at $0.41
to key management and directors and
400,000 incentive stock options to
consultants at $0.50.
During December 2021, the Company
issued 200,000 stock options to the CEO, at
$0.40, vesting quarterly over 1 year and
shall be valid for 5 years.
Accordingly, under IFRS 2, an amount of
$11,701has been considered as share-based
compensation during the 3 months ended
August 31, 2022.
Professional fees 112,900 63,119 49,781 See below
Marketing and 12,962 35,055 (22,093) During 2021, the Company engaged
Promotion consultants to improve the marketability of
the Company in order to raise finances.
Director Fees 26,250 22,500 3,750
Prospecting Costs 26,244 - 26,244 The Company incurred expenses towards
certain evaluation of mineral properties
during the current quarter.
Insurance 8,853 5,191 3,662
Filing Fees 17,088 12,659 4,429

9 months ended August 31, 2022

The comparative Professional Fees by nature of expenditure for the nine months ended August 31, 2022, and August 31, 2021, are summarized below:

3Monthsended August31, 2022 3Monthsended August31, 2021 Remarks
$ $
Accounting and Audit Expenses 36,249 5,500 Provision for Audit fees and
accounting work
Management Services 59,176 55,417
Share Subscription and Listing 17,475 2,202 Mainly constitute fees towards
Related Expenses maintenance of the Trust Account for
raising finance and Listing at the CSE.
Grand Total 112,900 63,119

Liquidity and Capital Resources

Working Capital

Working Capital is a non- GAAP financial information being the difference between Current Assets and Current Liabilities. Working Capital at August 31, 2022, of $166,121 represents a decrease of $318,426 from the levels of November 30, 2021 total of 484,547. This decrease in working capital is mainly due to funding of operating losses of $218,311 and Exploration costs paid amounting to $232,221.

Capital Expenditures

The Company incurred $213,757 towards Exploration and Evaluation of Assets during the 9 months ended August 31, 2022.

Capital Resources

Equity attributable to shareholders of the Company is $1,706,104, a decrease of $104,202 from November 30, 2021, balance of $1,810,306, and is comprised of share capital of $1,847,172 (November 30, 2021: $1,792,964), Warrants Reserve $2,659,900, November 30, 2021: Contributed surplus of $1,434,964 (November 30, 2021: $1,226,449), less the deficit of $4,235,932 (November 30, 2021: 3,512,431).

Management of the Corporation believes that it shall be able to raise sufficient funds to pay its ongoing general and administrative expenses, to pursue exploration and to meet its liabilities, obligations and existing commitments for the ensuing 12 months as they fall due. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period. The

9 months ended August 31, 2022

Corporation's ability to continue future operations beyond August 31, 2022, and fund its exploration and evaluation expenditures is dependent on management's ability to secure additional financing in the future, which may be completed in a number of ways, including, but not limited to, the issuance of debt or equity instruments. Management will pursue such additional sources of financing when required.

While management has been successful in securing financing in the past, there can be no assurance that it will be able to do so in the future or that these sources of funding or initiatives will be available to the Corporation or that they will be available on terms which are acceptable to the Corporation. If management is unable to obtain new funding, the Corporation may be unable to continue its operations, and amounts eventually realized for assets might be less than amounts reflected in these consolidated financial statements.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the financial performance or financial condition of the Company including, without limitation, such considerations as liquidity and capital resources.

Transactions with Related Parties

Transactions with key management

Key management personnel of the Company are officers and members of the Board of Directors, as well as the Chairman of the Board.

Key management personnel of the Company comprise of the members of the board of directors, as well as the President and Chief Executive Officer and the Chief Financial Officer ("CFO"). The compensation paid to key management is presented below:

Key Managerial Personnel Account Head Expenditure Accounts Payable & Accrued Liabilities
9 months ended As at
August 31, 2022 August 31, 2021 August 31, 2022 Nov 30,2021
$ $ $ $
Chief Financial Officer Professional fees 82,025 89,205 3000 -
Marketing fees 1,763 875 -
Chief Executive Officer Professional fees 80,500 75960 - -
Director Fees 4,500
Corporation in which erstwhile CEO is an Officer - -
9 months ended August 31, 2022
Stock Works Agency Inc. : Professional fees - 24,000 - 29,925
Marketing Fees 725 -
Ubika Marketing Fees 8,800 50,183 - 1,417
VP of Exploration Land 25,247 149,731 -
Marketing Fees 2,500
Dimitrios (James) Liakopoulos Director Fees 45,000 33,000 5069 32,235
Wei-Tek Director Fees 6,750 6,750 1500 7,500
Louis Lapointe Director Fees 6,750 6,750 - 2,250
Jim McKenzie Director Fees 6,750 6,750 - 2,250

Shares and Warrants Purchased

9 months ended 9 months ended
31-Aug-22 31-Aug-21
Units Warrants Value Units Warrants Value
Nos Nos $ Nos Nos $
Dimitrios (James) Liakopoulos 100,000 100,000 15,000 50,000 50,000 15,000
Christopher Wensley 70,000 70,000 10,500
Gisele Joubin / CJ Corporate Management Inc. 53,334 53,334 8,000
SCA Capital PTY Ltd - - - 166,667 166,667 50,000
Ubika - - - 56,667 56,667 17,000
Jim MacKenzie 36,667 36,667 5,500 13,667 13,667 4,100

9 months ended August 31, 2022

Critical Accounting Estimates and Accounting Policies

IFRS Accounting policies

The Company's significant accounting policies under IFRS are disclosed in Note 3 in the audited annual consolidated financial statements for the year ended November 30, 2021.

Use of estimates and judgements

Please refer to Note 4 of the audited annual consolidated financial statements for the year ended November 30, 2021, for an extended description of the information concerning the Company's significant judgments, estimates and assumptions that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses.

Changes in accounting policies

The Company's changes to accounting policies are disclosed in Note 3 in the audited annual consolidated financial statements for the year ended November 30, 2021.

Financial Risk Management, Objectives and Policies

The Company is exposed to various risks in relation to its financial instruments. The main types of risks the Company is exposed to are credit risk and liquidity risk.

The Company's main financial risk exposure and its financial risk management policies are as follows:

Credit risk

Credit risk relates to the risk that one party to a financial instrument will not fulfill some or all of its obligations, thereby causing the Company to sustain a financial loss. The Company's maximum exposure to credit risk is limited to the carrying amount of financial assets, cash and cash equivalents and receivables at the reporting date for the aggregate amounts of $313,632 at August 31, 2022 (November 30, 2021: $519,214). The risk related to cash and cash equivalents is considered negligible as the Company is dealing with a reputable financial institution whose credit rating is excellent and the cash held in trust is accessible as and when required.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company's liabilities have contractual maturities (including interest payments where applicable) as summarized below:

9 months ended August 31, 2022
Within 3 months
August 31, 2022 November 30, 2021
$ $
Accounts payable and accrued liabilities 168,249 68,942
Total liabilities 168,249 68,942

The above amounts reflect the contractual undiscounted cash flows, which may differ from the carrying values of the liabilities at the reporting date. Where the counterparty has a choice of when an amount is paid, the liability has been included on the earliest date on which payment can be required.

Capital Management Policies and Procedures

The Company's objectives in managing capital is to safeguard its ability to continue its operations, to increase the value of the assets of the business and to provide an adequate return to owners. These objectives will be achieved by identifying the right exploration prospects, adding value to these projects and ultimately taking them through to production or sale and cash flow, either with partners or by the Company's own means. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets.

In order to maintain or adjust the capital structure, the Company may issue new shares to improve its financial performance and flexibility. The company monitors capital on the basis of the carrying amount of equity. Capital for reporting period under review is summarized in Note Error! Reference source not found. of the Financial Statements and in the statement of changes in equity. The Company is not subject to any externally imposed capital requirements.

Commitments and Contingencies

Pursuant to the agreement with Geological Services Inc. in connection with the lease and option on the Divide Mine, the Castile Mountain and the Cimarron projects the Company is required to make certain annual payments. The commitments of the Company for the next 5 years are as follow:

Year Divide Mining & Castile MiningProjects Cimarron GoldProject Total Total
US$ US$ US$ C$
2023 75,000 50,000 125,000 163,888
2024 100,000 45,000 145,000 190,110
2025 150,000 45,000 195,000 255,665
2026 150,000 - 150,000 196,665

9 months ended August 31, 2022

The payments of 2024 and 2025 for Divide Mine and Castille Mining Projects are to be indexed based and the minimum royalty for 2025 is to be continued for the term of the agreement i.e., 10 years unless the Company exercises its option to purchase the properties. The amounts are expressed in Canadian Dollars at an exchange rate of 1.3111.

Controls and Procedures Over Financial Reporting

Venture issuers are not required to include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in National Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings ("NI 52-109"). In particular, the Company's certifying officers are not making any representations relating to the establishment and maintenance of:

  • i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
  • ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the Company's generally accepted accounting principles.

The Company's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they make. Investors should be aware that inherent limitations on the ability of the Company's certifying officers to design and implement on a costeffective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Disclosure Of Outstanding Share Data

The following information relates to share data of the Company.

1. Capital stock

The capital stock of the Company consists only of fully paid common shares.

a. Authorized

  • Unlimited number of common shares, without par value, voting and participating.
  • Unlimited number of preferred shares, without par value, non-participating. The directors will define the rights, privileges, restrictions and conditions of these shares upon issuance.

Crestview Exploration Inc. Management Discussion & Analysis 9 months ended August 31, 2022

b. Issued

Year ended November 30, 2021, and 2020

In December 2020, the Company closed a non-brokered private placement by issuing 6,969,968 share units for gross proceeds of $2,090,990. Each share unit consists of one common share and one share purchase warrant, with each warrant exercisable into one common share at $0.40 within a period of three years since the date of issue. In connection with the placement, the Company paid a finders fee of $34,896 and 116,320 warrants, with an estimated fair value of $34,896, as compensation to qualified finders. Each warrant is exercisable at a price of $0.40 for three-year from the date of issuance. Using the residual method, the fair value of shares was estimated to be $nil and the fair value of the warrants was estimated to be $2,090,990. See Note 8 (d) for the assumptions applied in the Black-Scholes pricing model in determining the fair value of the warrants.

In March 2021, the Company closed a non-brokered private placement by issuing 349,765 share units for gross proceeds of $297,300. Each share unit consists of one common share and one-half share purchase warrant, with each whole warrant exercisable into one common share at $1.25 within a period of two years since the date of issue. In connection with the placement, the Company paid $17,838 also issued a total of 10,493 warrants, with an estimate fair value of $3,777, as compensation to qualified finders. Each warrant is exercisable at a price of $1.25 for two-year from the date of issuance.

Using the residual method, the fair value of shares was estimated to be $234,342 and the fair value of the warrants was estimated to be $62,958. See Note 8 (d) of the Financial Statements for the year ended November 30, 2021, for the assumptions applied in the Black-Scholes pricing model in determining the fair value of the warrants.

Issuance date Number Units Units Warrants Share Share Value of Net Value
of Units consistingof Shares consistingof Warrants issued asFinders fee issuancecosts in issuancecosts: ShareIssue @ Received
cash Warrants $0.15
Issued
Nos Nos Nos Nos $ $ $ $
June 6 2022 1,176,667 1,176,667 1,176,667 46,666 8,050 4,667 176,500 168,450
July 4 2022
1,266,666 1,266,666 1,266,666 70,000 10,500 1,400 190,000 179,500
August 29 , 2022
445,000 445,000 445,000 26,100 3,915 2,610 66,750 62,835
Total
2,888,333 2,888,333 2,888,333 142,766 22,465 8,677 433,250 410,785

During the quarter ended August 31, 2022, the Company made the following share issuance.

The value of the warrants issued as finders' fee and the share issuance costs have been booked as cost for issuance of shares and have been offset from the proceeds from issuance of shares.

9 months ended August 31, 2022

c. Repurchased

During the year ended November 30, 2020, the Company repurchased 300,000 shares (2019: 375,000 shares) for $26,784 (2019: $33,850) from Kingsmere Mining Ltd. The repurchased shares were cancelled.

2. Warrants:

During the year ended November 30, 2021, the Company issued

a) 6,969,968 warrants for each unit of share sold. Each warrant is exercisable into one common share at a price of $0.40.

b) 174,882 warrants for each unit of share sold. Each warrant is exercisable into one common share at a price of $1.25.

c) 116,320 warrants as finder's fee in connection with the raising of finances. Each warrant is exercisable into one common share at a price of $0.40.

d) 10,493 warrants as finder's fee in connection with the raising of finances. Each warrant is exercisable into one common share at a price of $1.25.

e) 336,933 performance warrants in connection with the marketing of the Company in Europe. Each warrant is exercisable into one common share at a price of $0.60. Fair value of these warrants was estimated to be $117,927. See Note 8 (d) for the assumptions applied in the Black-Scholes pricing model in determining the fair value of the warrants.

f) During year ended November 30, 2020, the fair value of expired warrants estimated at of $169,789 was transferred from the warrants reserve to deficit.

g) During the year ended November 30, 2021, 68,000 warrants expired and consequently the fair value of expired warrants estimated at of $7,006 was transferred from the warrants reserve to deficit.

h) During the year ended November 30, 2021, 36,500 warrants were exercised pursuant to which an amount of $7,971 was transferred from the warrant reserve to share capital.

During the 9 months ended August 31, 2022,

i) 2,888,3333 warrants were issued as part of the private placement;

j) During the 9 months ended August 31, 2022, 142,766 warrants were issued as part of finders fees.

9 months ended August 31, 2022

31-Aug-22 30-Nov-21
Number of Weighted average Number of Weighted average
Warrants exercise price Warrants exercise price
Outstanding - beginning of period 7,572,596 0.41 68,500 0.6
Granted 3,031,099 0.30 7,608,596 0.41
Cancelled - - -
Exercised - -36,500 0.4
Expired - -68,000 0.6
Outstanding - end of period 10,603,695 0.38 7,572,596 0.41

Details of common share purchase warrants outstanding are as follows:

As at August 31, 2022, the following share purchase warrants were outstanding:

As at August 31, 2022 As at November 30, 2021
Expiry Number of Number of Exercise
date Warrants price Warrants price
Mar-23 185,375 $0.41 185,375 $1.25
Dec-23 7,050,288 $0.41 7,050,288 $0.40
Jan-24 336,933 $0.41 336,933 $0.60
Jun-24 1,223,333 $0.30
Jul-24 1,336,666 $0.30
Aug-24 471,100 $0.30
10,603,695 $0.38 7,572,596 0.41

9 months ended August 31, 2022

Warrants Reserve 9 months ended August 31, 2022
Exercise Price $0.30 to $1.25
Expected Life 2 to 3 years
Dividend Yield Nil
Volatility 94% to 128%
Risk Free Interest Rate 0.19% to 3.60%
Fair Value $0.30 to $0.36

The fair value of the warrants issued noted above were estimate based on the following ranges of key assumptions:

3. Options

The Company offers a stock option plan for its officers, directors, employees and consultants. The fair value of stock options for each vesting period is determined using the Black Scholes option pricing model and is recorded over the vesting period as an increase to stock-based compensation and contributed surplus. A forfeiture rate is estimated on the grant date and is adjusted to reflect the actual number of options that vest. Upon the exercise of stock options, the proceeds received by the Company and the related contributed surplus are recorded as an increase to share capital. In the event that vested stock options expire, previously recognized share-based compensation is not reversed. In the event that stock options are forfeited, previously recognized share-based compensation associated with the unvested portion of the stock options forfeited is reversed.

The fair value of share-based payment transactions to non-employees and other share-based payments including shares issued to acquire exploration and evaluation assets are based on the fair value of the goods and services received. If the fair value cannot be estimated reliably, the share-based payment transaction is measured at the fair value of the equity instruments granted at the date the Company receives the goods or services.

On March 16, 2021, the Company issued 1,550,000 incentive stock options to key management and directors at $1.02 and 400,000 incentive stock options to consultants at $1.02. The stock options were modified effected on July 9, 2021,whereby the Company issued 1,550,000 incentive stock options at $0.41 to key management and directors and 400,000 incentive stock options to consultants at $0.50. These stock options shall vest quarterly over 12 months and shall be valid for 5 years. Accordingly, under IFRS 2, the transaction has been classified as a "modification of share-based payment" an amount of $1,226,449 has been considered as share-based compensation during the year. 412,500 of these options were vested at the November 30, 2021, year-end.

During December 2021, the Company issued 200,000 stock options to the CEO, at $0.40, vesting quarterly over 1 year and shall be valid for 5 years.

Under IFRS 2, an amount of $196,814 has been considered as share-based compensation during the nine

9 months ended August 31, 2022

Stock Options 9 months ended August 31, 2022 Year ended November 30, 2021
Outstanding at the beginning of the year 1,650,000 -
Options granted 200,000 1,950,000
Options Expired - (300,000)
Options Exercised - -
Outstanding at the end of the year 1,850,000 1,650,000

Business Risks

The Company is engaged in the exploration evaluation and development of mineral properties. These activities involve a high degree of risk which, even with a combination of experience, knowledge and careful evaluation, may not be overcome. Consequently, no assurance can be given that commercial quantities of minerals will be successfully found or produced.

The Company has no history of profitable operations and its present business is at an early stage. As such, the Company is subject to many common risks to such enterprises, including under-capitalization, cash shortages and limitations with respect to personnel, financial and other resources and the lack of revenues. There is no assurance that the Company will be successful in achieving a positive return on shareholders' investment. The Company has no source of operating cash flow and no assurance that additional funding will be available to it for further exploration and development of its projects when required. Although the Company has been relatively successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that the Company 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 the delay or indefinite postponement of further exploration and development of its properties.

The Company has determined a project construction and operation plan based on best available knowledge and with certain assumptions that will enable it to initiate work and enter into contracts. Events outside the control of the Company, such as funding or permit approvals as examples, may adversely affect these plans and result in delays for construction and for start of operations.

The Company's property interests are located in remote, undeveloped areas and the availability of infrastructure such as surface access, skilled labour, fuel and power at an economic cost, cannot be assured. These are integral requirements for exploration, development and production facilities on mineral properties. Power will need to be generated on site. Due to its location, weather events may cause disruptions or other difficulties in operations.

9 months ended August 31, 2022 Certain of the Company's properties are located in the Elko County, Nevada, USA and therefore subject to its mining legislation, which may require that primary processing be done within the Province/ State in order to obtain mining rights. Furthermore, Provincial/ State and federal legislators may enact laws or budgets that have a negative impact on this project or on the mining industry as a whole.

Volatile market conditions for resource commodities, including iron ore, have resulted in a dramatic decrease in market capitalization and the inability of companies to acquire funding for their exploration and development properties. An extended period of poor macro-economic conditions could lead to an inability of the Company to finance future operations.

Inflation has not been a significant factor affecting the cost of goods and services in Canada in recent years; however renewed exploration and development activity may result in a shortage of experienced technical staff, and heavy demand for goods and services needed by the mining community.

The mineral industry is intensely competitive in all its phases. Crestview competes with many other mineral exploration companies with greater financial resources and technical capacity.

The price of gold and other commodities reflects the aforementioned market volatility. The purchase of securities of the Company involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks. The Company's securities should not be purchased by persons who cannot afford the possibility of the loss of their entire investment. Furthermore, an investment in securities of the Company should not constitute a major part of an investor's portfolio.

In recent years securities markets have experienced extreme price and volume volatility. The market price of securities of many early-stage companies have experienced fluctuations in price which may not necessarily be related to the operating performance, underlying asset values or prospects of such companies. It may be anticipated that any market for the Company's shares will be subject to market trends generally and the value of the Company's shares on the Canada Exchange may be affected by such volatility.

In order to develop the Rock Creek Project to commercial production or to finance operations, additional third- party financing may be required and there is no assurance that such financing will be available on reasonable commercial terms, or at all.

The Corporation has limited financial resources and there is no assurance that additional funding will be available to it for further exploration work or the development of its projects or to fulfill its obligations under applicable agreements. Although the Corporation has been successful in the past to obtain financing through the sale of equity securities, there can be no assurance that the Corporation will be able to obtain adequate financing in the future or that terms of the financing will be favorable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration

9 months ended August 31, 2022 and development of the property interests of the Corporation with possible dilution or loss of such interests.

The Corporation is conducting its exploration activities in the United States of America. There is a sovereign risk of investing in a foreign country, including the risk that the mining concessions may be susceptible to revision or cancellation by new laws or changes in direction by the government in question. These are matters over which the Corporation will have no control. Although management believes that the government and population of the United States of America support the development of natural resources and mining activities there is no assurance that future political and economic conditions in such country will not result in the adoption of different policies or attitudes respecting the development and ownership of mineral resources. Any such changes in policy or attitudes may result in changes in laws affecting ownership of assets, land tenure and mineral concessions, taxation, royalties, rates of exchange, environmental protection, labour relations, repatriation of income and return of capital, which may affect both the Corporation's ability to undertake exploration and, if warranted, development and mining activities in respect of current and future properties.

The acquisition of titles to mineral projects is a detailed and time-consuming process. Although the Corporation has taken precautions to ensure that the agreement of the Rock Creek Prospect is a valid and legally binding agreement and that title of the property can be transferred and properly recorded, by obtaining a legal opinion from local counsel, there can be no assurance that such title will ultimately be secured. Furthermore, there is no assurance that the interest of the Corporation in its property may not be challenged or impugned.

The success of the Company is very dependent upon the personal efforts and commitment of its existing management. To the extent that management's services would be unavailable for any reason, a disruption to the operations of the Company could result, and other persons would be required to manage and operate the Company.

In the normal course of the Company's business, Crestview may become involved in, named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings and legal actions, related to the personal injuries, property damage, property tax, the environment and contract disputes. The outcome of outstanding, pending or future proceedings cannot be predicted with certainty and may be determined adversely to the Company and as a result, could have a material adverse effect on the Company's business, financial condition, results of operations and cash flows.

Since January 30, 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.

9 months ended August 31, 2022

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 in future periods or on its ability to continue as a going concern.

**"**Dimitrios Liakopoulos"

_____________________________________ Director Dimitrios Liakopoulos