Great Plains Metals Corp. — Management Reports 2021

Jul 30, 2021

NORRLAND GOLD CORP. (FORMERLY PKS CAPITAL CORP.)

MANAGEMENT DISCUSSION AND ANALYSIS For the Three Months Ended May 31, 2021 and 2020

NORRLAND GOLD CORP. (FORMERLY PKS CAPITAL CORP.) Management Discussion & Analysis For the Three Months ended May 31, 2021 and 2020

1.1 Date

This Management Discussion and Analysis (“MD&A”) of Norrland Gold Corp (formerly PKS Capital Corp.) (the “Company”) has been prepared by management as of July 30, 2021 and should be read in conjunction with the condensed interim financial statements and related notes thereto of the Company as at and for the three months ended May 31, 2021 and 2020, and the audited financial statements and related notes thereto of the Company for the years ended February 28, 2021 and February 29, 2020, which was prepared in accordance with International Accounting Standards using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and International Financial Reporting Interpretations Committee (“IFRIC”), and the annual Management Discussion and Analysis (“MD&A”) of the Company prepared by management as of June 23, 2021.

This MD&A contains forward-looking information which reflects management's expectations regarding the Company’s growth, results of operation, performance and business prospects and opportunities. The use of words such as “anticipate”, “continue”, “estimate", "expect”, “may”, “will”, “project”, “should”, believe”, outlook”, “forecast” and similar expressions are intended to identify forward-looking statements.

Forward-looking statements in this MD&A include, but not limited to, the Company’s expectation of future activities and results, of its working capital needs and its ability to identify, evaluate and pursue suitable business opportunity. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results of events to differ materially from those anticipated in these forwardlooking statements. Readers should not put undue reliance on forward-looking information.

Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations.

1.2 Over-all Performance

The Company was incorporated under the laws of the Province of British Columbia on January 29, 2019. The Company was a Capital Pool Company (“CPC”) as its principal business was the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction (“QT”) in accordance with Policy 2.4 of the TSX Venture Exchange (“Exchange”).

On July 19, 2021, the Company completed its QT with Horizon Gold Ltd. (“Horizon Gold”), whereby the Company acquired 100% of Horizon Gold by way of business combination. Horizon Gold is a company incorporated in the United Kingdom, focused on gold exploration in mineral-rich Sweden.

The acquisition constitutes as its qualifying transaction, as such term is defined in the Policy 2.4, Capital Pool Companies, of the Exchange. The Company, upon completion of the acquisition, changed its name to Norrland Gold Corp. and will continue the business of Horizon Gold. On July 21, 2021, the Company commenced trading under its new symbol “NORR”. See 1.10 Subsequent Events.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. The impact on the Company is not currently determinable but management continues to monitor the situation.

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NORRLAND GOLD CORP. (FORMERLY PKS CAPITAL CORP.) Management Discussion & Analysis For the Three Months ended May 31, 2021 and 2020

1.3 Selected Annual Information

	Year EndedFebruary28,2021	Year EndedFebruary29,2020	Date ofIncorporation(January 29, 2019)to February 28,2019
Net Loss	$ (116,906)	$ (120,541)	$ (14,480)
Loss per share	$ (0.03)	$ (0.09)	$ (0.01)
Total assets	$ 203,683	$ 245,032	$ 137,492
Total long-term liabilities	Nil	Nil	Nil
Cash dividends declared pershare for each class of share	Nil	Nil	Nil

1.4 Results of Operations

Three months ended May 31, 2021

During the three months ended May 31, 2021, the Company reported a net loss of $9,436 or $0.00 per share as compared to a net loss of $7,415 or $0.00 per share during the three months ended May 31, 2020, an increase in net loss of $2,021.

The overall increase in a net loss of $2,021 was primarily due to increased professional fees by $2,355. The increase in professional fees incurred in connection to legal costs on general corporate matters.

The Company recorded interest of $378 (2020 - $181) accrued on its short term redeemable GIC investment of $200,000 (February 28, 2021 - $200,000). The investment matures within one year and yields a variable interest rate of 0.75% per annum. The counter-party is a financial institution.

Administrative fees incurred pursuant to the Company’s administrative services agreement with Varshney Capital Corp. (“VCC”) See 1.9 Transactions with Related Parties .

1.5 Summary of Quarterly Results

The following is a summary of financial information concerning the Company for each of the last eight reported quarters since its incorporation.

Quarter ended	Loss	Lossper share(*)
May 31, 2021	$ (9,436)	$ (0.00)
February 28, 2021	$ (16,367)	$ (0.00)
November 30, 2020	$ (21,125)	$ (0.01)
August 31, 2020	$ (71,999)	$ (0.02)
May 31, 2020	$ (7,415)	$ (0.00)
February 29, 2020	$ (1,151)	$ (0.00)
November 30, 2019	$ (5,551)	$ (0.00)
August 31,2019	$ (84,866)	$ (0.20)

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NORRLAND GOLD CORP. (FORMERLY PKS CAPITAL CORP.) Management Discussion & Analysis For the Three Months ended May 31, 2021 and 2020

(*) 2,650,000 seed shares issued to directors and officers of the Company prior to the completion of the IPO were placed into an escrow. The escrow shares are not included in the calculation of the weighted average number of common shares outstanding during the reporting period for the purpose of computing the loss per share.

During the quarter ended August 31, 2019, the loss increased significantly as the Company recognized share based compensation expense on stock options granted and increased legal services provided in connection to the Company’s IPO.

During the quarter ended August 31, 2020, the loss increase significantly due to legal services rendered and regulatory filings fees incurred in connection to the Company’s QT with Horizon Gold.

1.6 Liquidity and Capital Resources

During the three months ended May 31, 2021, the Company reported a working capital of $200,171 (February 28, 2021 - $209,607) consisting of cash and cash equivalents of $1,248,267 (February 28, 2021 - $226,133), prepaid expenses of $3,185 (February 28, 2021 - $4,550), less trade payables and accrued liabilities of $1,073,934 (February 28, 2021 - $21,076).

The Company provided $9,787 from operating activities.

The Company deferred QT related costs of $22,653 and received gross proceeds of $1,035,000 from its Concurrent Financing.

The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern with a view of completing its QT. The Company will have no revenue, and significant expenses are expected in the process of identification and acquisition of qualifying asset.

The Company may continue to have capital requirements in excess of its currently available resources. In the event the Company’s plans change, its assumptions change or prove inaccurate, or its capital resources in addition to projected cash flow, if any, prove to be insufficient to fund operations, the Company may be required to seek additional financing, subject to the Exchange policies and approval.

There can be no assurance that the Company will have sufficient financing to meet its future capital requirements or that additional financing will be available on terms acceptable to the Company in the future.

1.7 Off-Balance Sheet Arrangements

The Company does not utilize off-balance sheet arrangements.

1.8 Risk and Uncertainties

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

Credit risk

Credit risk is the risk of loss associated with the counterparty’s inability to fulfill its payment obligations. The Company believes it has no significant credit risk. The Company’s cash and cash equivalents include cash and cashable term deposits with maturities of twelve months or less, which are held in accounts with a major Canadian financial institution. The funds may be withdrawn at any time without penalty.

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NORRLAND GOLD CORP. (FORMERLY PKS CAPITAL CORP.) Management Discussion & Analysis For the Three Months ended May 31, 2021 and 2020

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. The Company achieves this by maintaining sufficient cash and seeking equity financing when needed.

Management believes the Company has sufficient working capital to cover its general and administrative expenses in the process of identifying, evaluating and completing its QT. As at May 31, 2021, the Company’s current assets consisted of $1,046,817 (February 28, 2021 - $25,060) in cash and $201,451 (February 28, 2021 - $201,073) in a redeemable GIC investment and prepaid expenses of $3185 (February 28, 2021 - $4,550). The company current liabilities consisted of $38,934 (February 28, 2021 - $21,076). The Company’s trade payables and accrued liabilities have contractual maturities of less than 30 days and are subject to normal trade terms.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.

(a) Interest rate risk

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

(b) Foreign currency risk

The Company currently does not have assets or liabilities in a foreign currency, and, therefore, is not exposed to foreign currency risk.

(c) Price risk

The Company is exposed to price risk with respect to equity prices. Equity price risk is defined as the potentially adverse impact on the Company’s ability to obtain equity financing due to movements in individual equity prices or general movements in the level of the stock market. The Company is not exposed to significant price risk.

1.9 Transactions with Related Parties

On February 1, 2019, the Company entered into a rent and administrative services agreement with Varshney Capital Corp. (“VCC”), a company with two directors in common, for office rent and administrative services provided to the Company on a month to month basis in exchange for a monthly fee of $1,250 plus taxes.

During the three months ended May 31, 2021, the Company paid $3,938 (2020 - $3,937) for rent and administrative fees to VCC.

As at May 31, 2020, $Nil (February 28, 2021 - $6,256) was due to a director and officer of the Company for reimbursement of the regulatory filing fees paid on behalf of the Company. The amount was included in trade payables and accrued liabilities.

1.10 Subsequent Events

Pursuant to the share exchange agreement dated August 7, 2020, the Company acquired from Horizon’s shareholders 100% of the issued and outstanding common shares of Horizon in consideration for the issuance of common shares of the Company. An aggregate of 20,600,000 common shares of the Company have been issued to the former Horizon shareholders. These common shares are subject to escrow in accordance with a Tier 2 Surplus Security escrow agreement. In connection with the closing of the Qualifying Transaction, 300,000 common shares of the Company were issued to one finder. The finder acted at arm’s length to the Company.

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NORRLAND GOLD CORP. (FORMERLY PKS CAPITAL CORP.) Management Discussion & Analysis For the Three Months ended May 31, 2021 and 2020

Concurrent Financing

The Company has completed the non-brokered private placement of 7,000,000 units of the Company (the "Units") at $0.25 per Unit for gross proceeds of $1,750,000. Each Unit consists of one common share and one-half of one share purchase warrant. Each full warrant is exercisable to purchase one common share at a price of $0.40 for a period of 18 months from the date of issuance.

Finder's fees of $122,500 were paid in cash and 490,000 finder's warrants (the "Finder's Warrants") were issued in connection with the private placement to a registered finder. Each Finder's Warrant is nontransferrable and is exercisable to purchase one common share at a price of $0.25 for a period of two years from the date of issuance.

All the securities issued in the private placement, including the Finder’s Warrants, and any resulting shares issued upon the exercise of any warrants, are subject to a hold period expiring on November 20, 2021.

Adoption of new CPC Rules

One June 16, 2021, the Company received disinterested shareholder approval to adopt the new CPC Policy 2.4 which provides for the company:

• i) To amend its stock plan to a 10% rolling plan.

• ii) To eliminate the requirement for a CPC to complete a QT with 24 months of listing date and eliminates the associated consequences of not completing such requirement.

• iii) To amend the terms of the escrowed securities to be subject to only in 18 month escrow release schedule whereby 25% of escrowed securities will be released on the Exchange’s QT approval and every 6 months thereafter.

1.11 Critical Accounting Estimates

Not applicable to venture issuers.

1.12 Changes in Accounting Policies including Initial Adoption

The financial information presented in this MD&A has been prepared in accordance with International Financial Reporting Standards. Our significant accounting policies are set out in Note 3 of the audited financial statements of the Company, as at and for the year ended February 28, 2021.

1.13 Financial Instruments and Other Instruments

The Company’s financial instruments at May 31, 2021 are as follows:

		FVTPL		Amortized cost
Financial assets
Cash and cash equivalents	$	1,248,267	$	–
Financial Liabilities
Trade payables and accrued liabilities		–		38,934
Subscriptions		–		1,035,000
	$	1,248,267	$	1,073,934

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NORRLAND GOLD CORP. (FORMERLY PKS CAPITAL CORP.) Management Discussion & Analysis For the Three Months ended May 31, 2021 and 2020

1.14 Other Requirements

Summary of Outstanding Share Data as of July 30, 2021:

Authorized: Unlimited number of common shares without par value. Issued and outstanding: 34,150,000 (including 21,557,500 held in escrow) Stock options outstanding: 2,215,000 Warrants outstanding: 4,240,000

Additional disclosures pertaining to the Company’s filing statements and other information are available on the SEDAR website at www.sedar.com.

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