Gold Strategy Inc. — Interim / Quarterly Report 2021

May 4, 2021

MINERAL HILL INDUSTRIES LTD.

Management Discussion and Analysis

For the three months ended March 31, 2021

MINERAL HILL INDUSTRIES LTD. FORM 51-901F

Management’s discussion and analysis of financial results For the three months ended March 31, 2021 Containing information up to and including May 03, 2021

The following is Management’s Discussion and Analysis (“MD&A”) of the financial condition of Mineral Hill Industries Ltd. (the “Company” or “MHI”) and the financial performance for the three months ended March 31, 2021. This discussion and analysis should be read in conjunction with the consolidated financial statements and related notes as at, and for the three months ended March 31, 2021 and 2020. Reference should also be made to the Company’s filings with Canadian securities regulatory authorities, which are available at www.sedar.com.

This MD&A is the responsibility of management. The Board of Directors carries out its responsibility for the review of this disclosure directly and through its audit committee. The majority of the audit committee is comprised of independent directors who review and, prior to its publication, approve, pursuant to the authority delegated to it by the Board of Directors, this disclosure.

All amounts are in Canadian dollars unless otherwise noted and prepared in accordance with International Financial Reporting Standards (“IFRS”).

Current market conditions

Certain global pandemic conditions causing financial uncertainties are having a negative impact on the general economic environment. Although the Company has returned its focus actively on the gold exploration business, access to public financing may still be limited to junior development companies. If the current market conditions continue, the Company’s ability to operate may be adversely impacted and the trading volume of the Company’s shares could continue to be restrained.

The contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally. While this had not had a material impact on the Company to date, it is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds.

Overview

The Company is a reporting issuer in Alberta and British Columbia and its common shares are trading on the TSX Venture Exchange (the “TSXV”) under the symbol “MHI” and are also co-listed on the Frankfurt quotation platform in Germany under the symbol “MLN” and OTC Markets in the USA.

Up to the end of 2014, MHI was actively engaged in the acquisition and exploration of natural resources within the mineral segment. During the years from 2014 to 2016 the Company experienced extreme difficulties in raising sufficient funds for mining exploration due to the economic climate within that sector.

During the last quarter of 2015, the Company started to investigate its alternative opportunities for the exploration of natural resources within the oil & natural gas industry as well as the possibility to combine its future interest in proprietary waste-to-energy converting technologies. After some engagement and serious due diligence of certain opportunities within that resource sector, the Company decided in 2019 to change its business direction and pursue an involvement within real estate industry and received

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MINERAL HILL INDUSTRIES LTD. FORM 51-901F

Management’s discussion and analysis of financial results For the three months ended March 31, 2021 Containing information up to and including May 03, 2021

substantial financing in connection with very valuable real estate assets qualifying for a unique UP-REIT structure in the USA, as referred to in the Company’s News Releases and its year-end MD&A filed with SEDAR.ca. Some of those to be acquired assets were agricultural properties which were leased to cannabis-cultivators and dispensaries leased to retail-operators with considerably high cash flow.

Unfortunately, a listing application of the proposed transaction could not be finalized and submitted to the TSXV, since under the policies of the exchange, in particular publicized in a TSXV bulletin of 2017, all acquisitions generating more than maximal 10% of the Company’s ancillary income from cannabis related projects would not have been approved.

On December 24, 2020, the company announced that it had entered into a definitive Earn-In Option Agreement (“EIO Agreement”) with Cardinal Geoconsulting Ltd. (“Owner”) to acquire up to a 100% interest in the Dot-Apex Claim Group (“Apex Claims”) and the Master-ACE Claim Group (“ACE Claims”), located in south-western British Columbia. The Apex Claims consist of contiguous claim cells totalling 2,406.13 hectares and the ACE Claims totalling 695.09 hectares.

Under the EIO Agreement MHI has the irrevocable option to acquire an initial 20% interest in the Apex-Claims (the “First Apex Option”) by: (a) paying to the Owner $10,000 cash; (b) issuing 100,000 common shares to the Owner; and (c) incurring or funding $84,728 of exploration expenditures on the Apex Claims before the first anniversary of the Effective Date. The Effective Date is the later of (i) the date the EIO Agreement is approved by the TSXV and (ii) the closing of PP1 (as described below).

Subject to the Company having exercised the First Apex Option, the Owner will grant the Company a second option to acquire a further 80% interest in the Apex Claims, bringing its total earned interest from 20% to 100%, by: (a) paying to the Owner $15,000 cash; (b) issuing 150,000 common shares to the Owner; and (c) incurring or funding $125,000 of exploration expenditures on the Apex Claims before the second anniversary of the Effective Date.

Under the EIO Agreement, MHI has the option to acquire an initial 20% interest in the ACE Claims (the “ First ACE Option ”) by: (a) paying the Owner $10,000 cash; (b) issuing 100,000 common shares to the Owner; and (c) incurring or funding $47,300 of exploration expenditures on the ACE Claims before the first anniversary of the ACE Effective Date. The ACE Effective Date is the later of the date on which the First Apex Option Exercise Notice is delivered to the Owner and closing of PP2 (as described below in the Financing section).

Subject to the Company having exercised the First ACE Option, the Owner will grant the Company a second option to acquire a further 80% interest in the ACE Claims, bringing its total earned interest from 20% to 100%, by: (a) paying the Owner $15,000 cash; (b) issuing 150,000 common shares to the Owner; and (c) incurring or funding $74,100 of exploration expenditures on the ACE Claims before the second anniversary of the ACE Effective Date.

The Owner will retain a 2% net profit interest royalty on the Apex Claims and the ACE Claims.

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MINERAL HILL INDUSTRIES LTD. FORM 51-901F

Management’s discussion and analysis of financial results For the three months ended March 31, 2021 Containing information up to and including May 03, 2021

Highlights of Events

The following are highlights of events occurring during the three months ended March 31, 2021 and subsequent thereto:

On February 03, 2020, the Company announced the execution of the Definitive Acquisition Agreement (“DA-Agr”) with Southern Colorado Real Estate Ventures Holdings LLC (“SCRH”) and its negotiated private placement financings PP1, PP2, PP3 and PP4, based on a binding Letter of Intent (“LOI”) announced on October 9, 2019. SCRH is incorporated under the laws of the state of Florida, USA holding real estate assets in Florida and Colorado consisting of real estate tracts and properties, assembled over the past five years and leased to RV-parks, agriculture cultivation centers and cannabis dispensaries in Florida and Colorado.

As the Company’s loans to SCRH for the aforementioned property deals did not receive acceptance from the TSXV and upon the TSXV’s request to unwind PP1 , the Company’s Board of Directors resolved to unwind its announced private placement “PP1” and return all of the funds received from the PP1 investors in order to fully comply with TSXV rules and policies.

The majority of participants of MHI’s initial private placement funding (“PP1”), announced on February 3[rd] , 2020, invested on the premise that all real estate projects, including the cannabis related properties, would become income producing assets of the Resulting Issuer subsequent to the TSXV approval. This could not materialize as under the policies of the exchange material acquisitions of U.S. business related to ancillary income derived from Cannabis related assets would not be approved.

In a press release dated May 15[th] , 2020 the Company announced that it had unwound the PP1 placement by returning all of the funds to the subscribers and executed a Mutual Termination Agreement with SCRH terminating the Definitive Acquisition Agreement and releasing the parties from all obligations related thereto.

On December 24, 2020 the company announced that it had entered into a definitive EarnIn-Option Agreement (“EIO Agreement”) with Cardinal Geoconsulting Ltd. (“Owner”) to acquire up to a 100% interest in the Dot-Apex Claim Group (“Apex Claims”) and the Master-ACE Claim Group (“ACE Claims”), located in south-western British Columbia. The Apex Claims consist of contiguous claim cells totalling 2,406.13 hectares and the ACE Claims totalling 695.09 hectares. Details are explained in the Overview section.

On April 14, 2021, the Company announced the resumption of trading of its shares after a lengthy trading halt.

On April 27, 2021, the Company announced a private financing in two parts.

PP1a will consist of 900,000 units at today’s closing price of CAD 0.225 per unit, consisting of one common share and one transferable share purchase warrant (the “Warrant”) with an overall exercise period of two (2) years subsequent to the to be announced Closing Date of PP1a. Each Warrant allows its holder to purchase one common share of the Company at a price of CAD 0.30 per share if exercised within the first year of the Closing Date and at a price of CAD 0.34 per share if exercised within the second year following the Closing Date.

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MINERAL HILL INDUSTRIES LTD. FORM 51-901F Management’s discussion and analysis of financial results For the three months ended March 31, 2021 Containing information up to and including May 03, 2021

If, at any time after the Closing Date, the closing price of the Company’s common shares on the TSX Venture Exchange is greater than $0.45 per share for a period of 12 consecutive trading days, the Company may elect to accelerate the expiry date of all or part of the Warrants, by giving notice thereof to the holders of the Warrants. In such case, that portion of the outstanding Warrants would be subject to an expiry date that is 30 business days after the date on which such notice is given by the Company.

PP1b will consist of 1,000,000 flow-through common shares (“Flow-Through shares”) at a price of CAD 0.30 per Flow-Through share.

The proceed from PP1a will be used for general working capital including budgeted acquisition and consulting payments. All of the gross proceeds from the issuance of the Flow-Through Shares will be used to incur Canadian Exploration Expenses (“CEE”), qualifying as “flow-through mining expenditures” under the Income Tax Act (Canada), which will be renounced to the purchasers of the Flow-Through shares.

Overall Performance

Financing

The Company announced on April 29, 2021 that it had submitted the request to the TSXV to settle its outstanding debt to insiders through the issuance of 1,231,404 common shares to Merfin Management Limited (“Merfin”) and 42,867 common shares to Andrew von Kursell (‘AvK”) in order to eliminate the cash advances provided by Merfin and Avk (jointly called ”Insider Debt”) of CAD 277,066 and CAD 9,645 respectively.

The proposed share price for the settlement shares will be CAD 0.225 and will have no warrants attached. None of the Insider Debt include any interest nor salary payments and have always been recorded in the Company’s audited year-end financial statements from 2018 to 2020 as well as in all quarterly financials.

On January 31, 2019 and on April 17, 2019, the Company received advances for subscriptions of $28,000 and $15,000 respectively.

On December 6, 2019, the Company received notice to exercise 80,000 options into common shares at a price of $0.30 per share.

On December 16, 2019 the Company received notice to exercise 50,000 options into common shares at a price of $0.30 per share.

As at April 20, 2020 the Company had received subscription agreements in the amount of $2,183,381 which were returned in full by May 15, 2020 by unwinding PP1. Subscriptions received in advance in the amount of $43,000 were fully repaid as at December 31, 2020.

During the three months ended March 31, 2021, the Company received advances totaling $277,066 from Merfin Management Limited (“Merfin”) of which $262,077 were recorded in accounts payable.

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MINERAL HILL INDUSTRIES LTD. FORM 51-901F Management’s discussion and analysis of financial results For the three months ended March 31, 2021 Containing information up to and including May 03, 2021

Results of Operations

Three months ended March 31, 2021 compared to three months ended March 31, 2020

Net loss and comprehensive income for the three months ended March 31, 2021 was $32,816 (loss per share - $0.00) compared to loss of $58,880 (loss per share - $0.00) for the corresponding period in 2020. Being at the development stage, the Company did not generate any revenue from operations. The decrease in loss of $26,064 was mainly attributable to:

1. A decrease of $999 in bank charges and interest from $1,714 in 2020 to $715 in 2021;

2. A decrease of $14,854 in investor relations from $15,385 in 2020 to $531 in 2020 mainly due to a decreased number of news releases;

3. A decrease of $6,405 in professional fees from $24,152 in 2020 to $17,747 in 2021;

4. An increase of $8,971 in development and consulting cost from $Nil in 2020 to $8,971 due to the preparation of a technical report for the Apex claims and

5. A decrease of $10,962 in currency exchange and rounding from $7,299 in 2020 to ($3,663) in 2021 due to an adjustment of FX in USD account as no cash in USD were held at year’s end.

Summary of Annual Results	December 31 2020	December 31 2019	December 31 2018
	$	$	$
Net revenue	-	-	-
Loss from operations
-in total	17,487	(17,324)	(174,903)
-on a per-share basis	(0.00)	(0.00)	(0.01)
-on a diluted per-share basis	(0.00)	(0.00)	(0.01)
Net loss
-in total	(17,487)	(17,324)	(174,903)
-on a per-share basis	(0.00)	(0.00)	(0.01)
-on a diluted per-share basis	(0.00)	(0.00)	(0.01)
Total Assets	24,116	47,900	36,271
Total long-term financial Liabilities	-	-	-
Cash dividends declared per share	-	-	-

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MINERAL HILL INDUSTRIES LTD. FORM 51-901F

Management’s discussion and analysis of financial results For the three months ended March 31, 2021 Containing information up to and including May 03, 2021

Selected Quarterly Information

Three months ended	Q1 2021	Q4 2020	Q3 2020	Q2 2020	Q1 2020	Q4 2019	Q3 2019	Q2 2019
Total assets	20,846	24,116	67,154	76,987	2,227,320	47,900	30,016	31,006
Exploration and evaluation assets	-	-	-	-	-	-	-
Working capital	(477,140)	(444,614)	(462,306)	(446,733)	1,675,527	(462,173)	(462,855)	(460,586)
Shareholders’ equity	(477,140)	(444,324)	(462,016)	(446,371)	1,675,889	(461,811)	(462,667)	(460,571)
Revenue	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Net gain/(loss)	(32,816)	37,825	(10,958)	49,500	(58,880)	4,856	(2,096)	7,722
Earnings (loss) per share	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

Liquidity

The Company’s working capital and deficit positions at March 31, 2021 and December 31, 2020 were as follows:

20 were as follows:
		March 31	December 31
		2021	2020
Working capital (deficit)	$	(477,140)	$ (444,614)
Deficit	$	(18,965,842)	$ (18,933,026)

The Company has historically relied upon equity financings to satisfy its capital requirements and will continue to depend heavily upon equity capital to finance its activities. There can be no assurance the Company will be able to obtain required financing in the future on acceptable terms. The Company has limited financial resources, has presently no source of operating income and has no assurance that additional funding will be available to it for future exploration and development of its projects, although the Company has been successful in the past in financing its activities through the sale of equity securities and support from insiders. The ability of the Company to arrange additional financing in the future will depend, in part, on the prevailing capital market conditions, the commodity prices and the Company’s production and exploration success. The global securities markets have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur. Any quoted market for the common shares may be subject to market

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MINERAL HILL INDUSTRIES LTD. FORM 51-901F Management’s discussion and analysis of financial results For the three months ended March 31, 2021 Containing information up to and including May 03, 2021

trends generally, notwithstanding any potential success of the Company in creating revenue, cash flows or earnings.

Capital Resources

At March 31, 2021, there were 18,539,188 (December 31, 2020: 18,539,188) common shares outstanding without par value, and a consolidated deficit of $(18,965,842) (December 31, 2020: $(18,933,026)), resulting in a shareholder’s equity of $(477,140) (December 31, 2020: $(444,324)).

Additional Disclosure for Venture Issuers without Significant Revenue

Additional disclosure concerning the Company’s general and administrative expenses and resource property costs is provided in the Company’s Statement of Operations and Deficit included in its consolidated financial statements for the three months ended March 31, ’ 2021 which are available on SEDAR at ‘www. SEDAR .com .

Related Party Transactions

During the three months ended March 31, 2021, the Company entered into the following transactions with related parties.

The Company charged, as a recovery of office expenses, to The Eelleet Network Corp., a company related by common directors and officers, a total amount of $861 (2020: $495).

Key management personnel compensation

For the past seven years the remuneration of key management personnel consisted solely of share-based compensation, which during the three months ended March 31, 2021 and 2020 was as follows:

	Note		March 31		March 31
			2021		2020
Share-based compensation	(i)	$	Nil	$	Nil

(i) Share-based payments are the fair value of options granted to the Chief Executive Officer, the Chief Financial Officer and Corporate Secretary, which vest partly on grant date and partly on the first and second anniversaries of the grant date.

The following were also included to related parties in accounts payable:

	March 31	December 31
	2021	2020
Andrew von Kursell, Director	$ 9,645	$ 9,645
Merfin Management Limited	277,066	262,066
	$ 286,711	$ 271,711

(1) As at December 18, 2019, Rafael Pinedo has not been considered a related party.

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MINERAL HILL INDUSTRIES LTD. FORM 51-901F Management’s discussion and analysis of financial results For the three months ended March 31, 2021 Containing information up to and including May 03, 2021

As at March 31, 2021, the Company recognized due from related parties, being companies with common directors, of $290 (2020- $362).

Also as at December 31, 2020, the Company had sold previously held 312,500 shares of Nass Valley Gateway Ltd., a company related via common directors until June 2019, for $74,544 for a realized gain of $55,614 (valued in 2019: $18,930).

Advances received from related party

During the three months ended March 31, 2021, the Company received advances of $15,000 (2020 - $24,565) from directors or companies controlled by directors. Other amounts due to related parties of $262,066 (2020- $237,501) were recorded in accounts payable. These advances did not bear interest and had no terms of repayment.

During the year ended December 31, 2019, the Company received subscriptions of $43,000. These were repaid in full during the year ended December 31, 2020.

Off Balance Sheet Arrangements

The Company does not have any off balance sheet arrangements.

Directors and Officers

Dieter Peter President, CEO and Director Andrew von Kursell Director, Chair of Audit Committee, Interim Chief Financial Officer Grant A Hendrickson Director, Member of Audit Committee Eric Peter-Kaiser Director, Interim Corporate Secretary Milo Filgas Director, Member of Audit Committee

During the three months ended March 31, 2021, the Company received advances totaling $286,711 (2020 - $271,711) of which $277,066 is owed to Merfin Management Limited, a company controlled by a director, and $9,645 to Andrew von Kursell.

Outstanding Share Data as at May 03, 2021

Common shares 18,539,188

The Company had no dilutive instruments outstanding at March 31, 2021. As such, weighted average number of common shares outstanding was 18,539,188 on both a basic and dilutive basis.

Environmental Liabilities

The Company is determined to offer in future its to be exercised rights to a very unique waste-to-clean-energy technology (“EnviroX”) of its subsidiary Global Environomic Systems Corp (“GSC”) in order to convert toxic emission free, agricultural and extraction and municipal waste including plastics into carbon black, bio-oil and other marketable “green” end-products. The Company may also consider to offer its EnviroX’s concept to neighboring municipalities, operators or other waste producers in order to create additional jobs, income and clean energy.

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MINERAL HILL INDUSTRIES LTD. FORM 51-901F Management’s discussion and analysis of financial results For the three months ended March 31, 2021 Containing information up to and including May 03, 2021

Future Developments

The Company intends to raise adequate capital to complete its exploration plan as well as meeting its current administrative obligations by obtaining equity financings through private placements.

Proposed Transactions

None

Risks and Uncertainties

The Company had been engaged in the exploration of natural resources in the past and has decided to continue its original business direction through careful due diligence by establishing an experienced and knowledgeable operation team. Nevertheless, the Company cannot assure its investors and shareholders that it will be able to operate such acquired projects successfully or profitable and complete additional suitable investments resulting in attractive risk-adjusted returns to its shareholders which over the long term will generate sufficient cash flow and generate capital appreciation.

The following are some of the key risks and uncertainties identified; however, there may be other risks and uncertainties that would include:

• the availability of opportunities for investments;

• an increase in competition to acquire suitable projects throughout the world or other adverse circumstance may make it not possible for the Company to finance additional acquisitions and/or the Company may be unable to invest its proceeds from future financings on acceptable terms;

• additional new laws, amid the present pandemic, that are unfavorable to the business of the Company may be enacted and current favorable laws related to resource business may be modified or eliminated in the future;

• the Company is dependent on key personnel and key advisors for the success of any transaction. The departure of any of its executive officers or key personnel could have a material adverse effect on the Company’s business as additional costs will be incurred to find replacements or additional availability of experts;

• the Company’s growth depends to a great deal on external sources of capital, which may not be available at acceptable terms or at all. In addition, financial institutions may be reluctant to enter into lending transactions with the Company.

• the Company expects that most of its initial acquisitions will be start-up prospects and may be unable to pay subsequent development funds, which could adversely affect the Company’s investments funds available for any mine development or otherwise impair the value of investments for its shareholders;

• compliance with environmental laws could materially increase the Company’s operating expenses;

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MINERAL HILL INDUSTRIES LTD. FORM 51-901F

Management’s discussion and analysis of financial results For the three months ended March 31, 2021 Containing information up to and including May 03, 2021

Financial Instruments

The Company’s present financial instruments consist of cash and equivalents, receivables, due from related parties, accounts payable and accrued liabilities and due to related parties and, in the future, possibly corporate bonds and other financial instruments. Unless otherwise noted, it is management’s opinion that the Company is presently not exposed to significant interest payments, currency or credit risks arising from any financial instruments generated from none arms-length parties.

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets including cash and equivalents, marketable securities, receivables and contributions from related parties. The Company limits its exposure to credit risk on liquid financial assets through maintaining its cash and equivalents and marketable securities with high-credit quality financial institutions.

Amounts due to and from related parties are discussed in Note 9 of the financial statements.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations associated with its financial liabilities. The Company has historically relied solely upon equity financings and loans from insiders to satisfy its capital requirements and will continue to depend heavily upon equity capital to finance its activities. There can be no assurance that the Company will be able to obtain required financing in the future on acceptable terms. The Company anticipates the need of additional capital in the future to finance ongoing explorations and acquisitions, such capital cannot be derived from the exercise of outstanding stock options, warrants but more so through the completion of additional equity financings or other financing instruments available to the Company. The Company will have no operating income in the near future and has no assurance that additional funding or alternative financing instruments will be available to it for future acquisitions, although it has been successful in the past in financing its activities through the sale of equity securities and insider loans. The ability of the Company to arrange additional financing in the future will depend, in part, on the prevailing capital market conditions and operational success of its current mineral assets. In recent years, the securities markets in Canada and globally have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in prices for qualifying projects will not occur. Any quoted market for the common shares may be subject to market trends generally, notwithstanding any potential success of the Company in creating revenue, cash flows or earnings.

Critical Accounting Estimates

The preparation of consolidated financial statements requires management to make estimates and judgements that affect the reported amount of assets and liabilities, the

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MINERAL HILL INDUSTRIES LTD. FORM 51-901F

Management’s discussion and analysis of financial results For the three months ended March 31, 2021 Containing information up to and including May 03, 2021

disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of expenses during the reporting periods. Such estimates relate primarily to unsettled transactions and events as of the date of the financial statements. Actual results could differ materially from those reported.

Significant assumptions about the future and other sources of judgements and estimates that management has made at the statement of financial position date, that could result in material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made. Management had classified the subscriptions proceeds as liabilities until the equity related to the subscription proceeds is issued, at which time these proceeds will be reclassified as equity.

Changes in Accounting Policies

IFRS 16, specifies how an IFRS reporter will recognize, measure, present and disclose leases. The standard provides a single lessee The IASB issued IFRS 16, Leases, in January 2016, which replaces the current guidance in IAS 17. Under IAS 17, lessees were required to make a distinction between a finance lease and an operating lease. IFRS 16 requires lessees to recognize a lease liability reflecting future lease payments and a “rightof-use asset” for virtually all lease contracts. The IASB has included an optional exemption for certain short-term leases and leases of low-value assets. IFRS 16 was adopted by the Company on January 1, 2019. The adoption of IFRS 16 did not have an impact on the Company.

There are no other IFRSs or IFRIC Interpretations that are not yet effective that would be expected to have a material impact on the Company.

Forward-Looking Statements

The statements made in this MD&A that are not historical facts contain forward-looking information that involves risk and uncertainties. All statements, other than statements of historical facts, which address the Company’s expectations, should be considered forwardlooking statements. Certain forward-looking information should also be considered futureoriented financial information (“FOFI”) as that term is defined in NI 51-102. The purpose of disclosing FOFI is to provide a general overview of management’s expectations regarding the anticipated results of operations and capital expenditures. Such statements are based on management’s exercise of business judgment as well as assumptions made by and information currently available to management. When used in this document, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended to identify any forward-looking statements. These forward-looking statements are set forth principally under the heading “Property Overview” and elsewhere in Management’s Discussion and Analysis and may include statements regarding perceived merit of properties; capital expenditures; feasibility study results at the Company’s properties; budgets; work programs; timelines; strategic plans; or other statements that are not statement of fact. The material factors or assumptions used to develop forward-looking statements include prevailing and projected market prices and foreign exchange rates, exploitation and exploration estimates and results, continued availability of capital and financing, and general economic, market or business conditions

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MINERAL HILL INDUSTRIES LTD. FORM 51-901F

Management’s discussion and analysis of financial results For the three months ended March 31, 2021 Containing information up to and including May 03, 2021

and as more specifically disclosed throughout this document. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company and its subsidiaries may differ materially from those reflected in the forwardlooking statements due to a variety of risks, uncertainties and other factors.

The Company’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and the Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change except as required by law. For the reasons set forth above, investors should not place undue reliance on forwardlooking statements. Important factors that could cause actual results to differ materially from the Company’s expectations include uncertainties involved in fluctuations project values and currency exchange rates; uncertainties relating to interpretation of estimates of capital and operating costs and estimated economic return; the need for cooperation of government agencies in the development of project assets and the issuance of required permits; the need to obtain additional financing to develop the assets and uncertainty as to the availability and terms of future financing; the possibility of delay in development programs on in construction projects and uncertainty of meeting anticipated program milestones; uncertainty as to timely availability of permits and other governmental approvals; and other risks and uncertainties disclosed on the Company’s other information released by the Company and filed with the applicable regulatory agencies.

The reader should not place undue reliance on these forward-looking statements. These statements reflect the Company’s current view of future events and are subject to certain risks and uncertainties as contained in the Company’s filings with Canadian securities regulatory authorities. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, the Company’s actual results could differ materially from those anticipated in these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of any unanticipated events. Although the Company believes that its expectations are based on reasonable assumptions, it can give no assurance that such expectations will materialize. The forward-looking statements made in this MD&A describe the Company’s expectations as at May 03, 2021.

“Dieter Peter”

On behalf of the Board Dieter Peter, Chief Executive Officer May 03, 2021

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