Gungnir Resources Inc.

MANAGEMENT DISCUSSION AND ANALYSIS

For the Three and Nine Months ended September 30, 2020

DATED November 27, 2020

Introduction and Overview

Gungnir is a junior mineral exploration company listed on the TSX Venture Exchange as a Tier 2 company under the trading symbol “GUG”. The Company is also inter-listed in the United States as “ASWRF.PK”. The Company is a reporting issuer in the Canadian provinces of British Columbia, Alberta, Ontario, Quebec and Nova Scotia.

Gungnir is in the business of the acquisition, evaluation and exploration of mineral properties with the primary aim of advancing them to a stage where they can be exploited at a profit, or offered for sale or option. We do not currently have any producing mineral properties and our current operations on our various properties are exploratory searches for mineable mineral deposits. Gungnir has implemented a new corporate strategy to focus on exploration in mining-friendly Sweden with the goal of discovery of high-quality gold and base metal deposits.

This MD&A is dated November 27, 2020 and discloses specified information up to that date. Gungnir is classified as a “Venture Issuer” for the purposes of National Instrument 51-102. Our financial statements are prepared in accordance with International Financial Reporting Standards in Canada (“IFRS”) and are expressed in Canadian dollars. This discussion and analysis should be read together with the annual audited financial statements for the year ended December 31, 2019 and related notes attached thereto (the “2019 Financial Statements”). Throughout this report we refer from time to time to “Gungnir”, the “Company”, “we”, “us”, “our”, or “its”. All these terms are used in respect of Gungnir Resources Inc. which is the reporting issuer in this document.

We recommend that readers consult the “Cautionary Statement” at the end of this report, as well the section on risks and uncertainties.

Cautionary Statement

Forward-Looking Information

This interim management discussion and analysis (“Interim MD&A”) contains forward-looking statements and information relating to Gungnir Resources Inc. (“Gungnir” or the “Company”) that are based on the beliefs of its management as well as assumptions made by and information currently available to Gungnir. When used in this document, the words “anticipate”, “believe”, “estimate”, and “expect” and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. This Interim MD&A contains forward-looking statements relating to, among other things, regulatory compliance, the sufficiency of current working capital, the estimated cost and availability of funding for the continued exploration and development of Gungnir’s exploration properties. Many factors could cause the actual results, performance or achievements of Gungnir to be materially different from any future results, performance or achievements whether expressed or implied by such forward-looking statements. Important factors are identified in this Interim MD&A.

Outlook

The Company holds gold and base metal exploration permits in Sweden’s prolific Vasterbotten District which hosts 12 million ounces of gold delineated in existing and mined resources plus several past-producing and producing volcanogenic massive sulphide (VMS) base metal mines.

The Company continues its exploration efforts in Sweden with the primary goal of advancing to a stage where a resource can be defined and exploited at a profit or offered for sale or option. The Company initiated its fourth year of drilling in Sweden in June of 2020. The Company drilled approximately 1,200 m at the Knaften 300 Gold Zone target. See Results of Operations – Knaften 300 Results below.

The Company has completed and filed an updated National Instrument 43-101 (“NI 43-101”) Technical Report on the current nickel-copper-cobalt resources at its Lappvattnet and Rormyrberget deposits located in northern Sweden. See Results of Operations – Lappvattnet/Rormyrberget below.

On September 24, 2020, the Company completed the first tranche of a private placement for 6,666,667 Units at a price of $0.06 per Unit. Each Unit consists of one common share and one warrant. Each warrant entitles the holder to acquire an additional common share of the Company at $0.09 for 36 months. At September 30, 2020 there are 72,764,452 common shares issued.

Results of Operations

Knaften

The Company continues to demonstrate continuity of gold-bearing zones which extend more than 400 metres downdip at the Knaften 300 Gold Zone (“Knaften 300”). And with growing indications of a sizeable mineralized system, the Company also importantly announced that it has tied-up key adjoining permits to cover the entire 4 x 5 km quartz diorite intrusion which hosts Knaften 300 along its northern edge.

Once the new permits are finalized, Gungnir will control 4,887 hectares (or nearly 50 sq. km), expanding the size of the Knaften property by over 75% and significantly increasing the potential of Gungnir’s Knaften intrusion-hosted gold target.

Knaften 300 Drill Results

The Company’s recently completed 2020 drilling at Knaften was reduced due to travel restrictions, but was carried out as efficiently and economically as possible in light of COVID-19 concerns and provided important structural information. Four holes (KN20-01 to -04) were drilled totalling 1,122 metres at Knaften 300. New results show shallow-dipping, stacked arsenopyrite zones that are gold-bearing and extend down-dip for more than 400 metres compared to the 200-metre extent Gungnir reported in 2019. The disseminated style of mineralization offers excellent potential for continuity, and further, the number of mineralized zones is also increasing at depth with now up to six zones identified in the profile Gungnir drilled. All zones remain open in all directions. With the exception of the high-grade gold intersection from 2019, results overall in 2020 are comparable (see Table 1 below).

Table 1: Knaften 300 Gold Zone Drill Results (2020, 2019 and Highlight Historic Results)

Hole ID	From(m)	To(m)	Length(m)	Au(g/t)
KN20-01 including	55.90 57.50 157.00	59.50 58.50 157.50	3.60 1.00 0.50	0.49 1.10 0.30
KN20-02 including including	32.10 111.00 115.50 169.00 169.00 175.00	33.00 115.90 115.90 172.00 170.00 177.00	0.90 4.90 0.40 3.00 1.00 2.00	1.09 0.94 4.26 1.22 3.11 0.42
KN20-03 including	43.50 104.00 105.00 175.00 198.00	44.00 109.00 106.00 176.10 199.00	0.50 5.00 1.00 1.10 1.00	0.24 1.48 5.63 2.06 0.22
KN20-04	52.40 96.00 172.00 227.00 248.50	54.00 100.00 174.00 228.50 249.00	1.60 4.00 2.00 1.50 0.50	0.41 0.26 1.03 1.41 1.24
KN19-06* including	62.50 138.75 142.00 177.00	67.50 143.00 143.00 178.00	5.00 4.25 1.00 1.00	0.49 14.07 59.60 0.93
KN19-07 * including	70.65 75.00 182.00 183.00	78.15 76.05 182.65 184.00	7.50 1.05 0.65 1.00	1.00 2.14 0.81 1.29
KN19-08*	66.00 67.00 203.70 204.00	67.00 67.70 204.00 205.00	1.00 0.70 0.30 1.00	1.30 0.94 0.84 2.02
KN19-09* including including	95.00 98.00 98.00 99.00 242.10	96.00 100.00 99.00 100.00 243.00	1.00 2.00 1.00 1.00 0.90	1.08 5.39 9.21 1.57 4.94
KN19-10*	57.00 60.00 162.00	57.25 61.00 163.00	0.25 1.00 1.00	2.90 2.91 1.54
96009 #	67.05	77.80	10.75	3.45
200707 #	83.50	93.50	10.00	3.20
200707 ##	81.50	94.50	13.00	2.92
200714 #	135.80	143.80	8.00	3.11
KNA01001 #	55.00	69.45	14.45	2.13
200710 #	190.50	197.20	6.70	2.01
200715 #	118.80	123.80	5.00	2.89

Notes: * 2019 results previously reported, # highlight historic results (not verified by the Company), ## highlight historic results verified by the Company. All lengths reported above table are core lengths.

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Knaften Property Extension

Subject to final approval from Sweden’s Mining Inspector, the new Knaften permits (Knaften nr 500 and 600) will expand the existing property from 2,761 to 4,887 ha. The new area was earlier held by another group as part of a massive regional staking venture along the Gold Line, but all licenses were recently relinquished after the first threeyear holding period, including those in the Knaften region. Based on information on hand, the new permits have seen little to no exploration or drilling.

The Gold Target

The target is the bedrock source(s) of the large Knaften gold-in-till anomaly (“Knaften anomaly”), one of the largest in Sweden. The bedrock source is believed to be partially identified at Knaften 300, but based on the sheer size of the Knaften anomaly it is reasonable to expect more gold to be found in situ. Other gold-in-till anomalies in the region cover either current and past-producing gold mines or known gold resources. Sizeable intrusive-hosted gold deposits in the region include Barsele (Agnico Eagle/Barsele JV with more than 2 million ounces of gold[(1)] ) which is located along the same structural trend known as the Gold Line and also covers one of the sizeable gold-in-till anomalies. Notes: (1) Barsele Minerals, February 21, 2019 Technical Report. Combined Pit and Underground Resources: Indicated 324,000 ozs Au @ 1.81 g/t Au + Inferred 2,086,000 ozs Au @ 2.54 g/t Au (based on 349 drill holes).

Plans and On-Going Work

The Company continues to review targeting strategies with exploration work planned to re-start in 2021. The work plan will include geophysics, drilling to target structural extensions of Knaften 300 Gold zone and the newly acquired expansion of the property and initial scout drilling on the newly acquired permits which are essentially untouched. The goal is to locate higher grade gold areas on the property. Gungnir’s drilling at Knaften 300 has returned grades of up to 59.6 g/t gold over 1 meter.

Lappvattnet/Rormyrberget

East of Knaften, the Company has completed and filed an updated National Instrument 43-101 (“NI 43-101”) Technical Report on the current nickel-copper-cobalt resources at its Lappvattnet and Rormyrberget deposits.

Modeling and extensive sampling by Gungnir indicates additional potential for value-added PGE (platinumpalladium-gold) zones at both deposits with up to 50.91 g/t PGE’s reported by Gungnir, but this will require more drilling to test for grade and continuity.

The NI 43-101 independent technical report entitled “Technical Report on the Lappvattnet and Rormyrberget Deposits, Northern Sweden” with an effective date of November 17, 2020 (the “ Technical Report ”) has been filed on SEDAR.

Highlights of the resource estimates were previously announced by the Company in a news release dated November 18, 2020 entitled “ Gungnir Resources Tables 177 Million Pounds of Nickel in Sweden ”.

Sweden Nickel Resources:

Rormyrberget: Inferred Resource of 36,800,000 tonnes grading 0.19% nickel for 154 million lbs (70 million kg) of nickel.
Lappvattnet: Inferred Resource of 780,000 tonnes grading 1.35% nickel for 23.1 million lbs (10.5 million kg) of nickel.

Notes:

1. CIM definitions were followed for Mineral Resource estimation and classification;

2. Mineral Resources for Lappvattnet are estimated using polygonal methods with a cut-off grade of 1.0% Nickel Equivalent (NiEq) and assume potential underground mining;

3. Mineral Resources for Rormyrberget assume potential open pit mining methods are estimated within a constraining wireframe and at a cut-off grade of 0.14% Nickel Equivalent (NiEq) based on a review of reports for similar deposits filed on SEDAR in 2019 and 2020;

4. The NiEq grade was determined using the formula NiEq = Ni% + Cu% x 0.5594 + Co% x 2.034;

5. For Rormyrberget, the 0.14% NiEq cut-off includes only material in the constraining wireframe;

6. Bulk density is 3.00 t/m[3 ] for Rormyrberget and 3.46 t/m[3 ] for Lappvattnet;

7. For Rormyrberget resources were estimated to a maximum depth of 430m below surface;

8. Metal Prices used were $6.05/lb nickel, $2.75/lb copper, $16.00/lb Co;

9. Assumed recoveries are 65% for Ni, 80% for Cu and 50% for Co; and

10. Figures may not total due to rounding.

The two properties are located approximately 40 km apart. Mineral Resources estimated for Lappvattnet assume potential underground mining methods. Mineral Resources estimated for Rormyrberget assume potential open pit mining methods and are constrained by a conceptual open pit shell. Please refer to the Technical Report and news release dated November 18, 2020 for further details regarding these resources.

With recommendations in the new Technical Report along with work completed by Gungnir including geological and structural analyses, core sampling, ground geophysics and 3-D modelling, the Company is now making plans for continued work at both properties in 2021. The Company has also submitted an application to more than double the size of the Rormyrberget property and will be submitting extension applications for existing licenses covering both deposits in early January 2021. The new license application and extensions are subject to final approval by Sweden’s Inspector of Mines.

Qualified Persons

The Technical Report for the Lappvattnet and Rormyrberget deposits was prepared by John Reddick, M.Sc., P.Geo., of Reddick Consulting Inc. (RCI) and Thomas Lindholm, Senior Mining Engineer of Geovista AB. Mr. Reddick, and Mr. Lindholm who are Independent Qualified Persons, as defined under NI 43-101, have reviewed and approved this news release. The news release has been prepared and approved by Jari Paakki, M.Sc., P.Geo., CEO and a director of the Company. Mr. Paakki is a Qualified Person under NI 43-101.

Overall Performance

The following summarizes the significant corporate events and results on our exploration and evaluation projects during the years to date.

The Company has drilled approximately 5,600 metres since 2017 and completed numerous geophysical surveys at Knaften, and has completed 3-D modelling, property-wide geophysics and filed the NI 43-101 Technical Report at both Lappvattnet and Rormyrberget nickel-copper-cobalt deposits.

Gungnir has made three new discoveries at Knaften, one in each year the Company has drilled, and has significantly expanded gold-bearing zones at depth in 2020:

• 2020: Drill results further defined shallow-dipping, stacked arsenopyrite zones that are gold-bearing and extend down-dip for more than 400 metres compared to the 200-metre extent reported in 2019. The disseminated style of mineralization offers excellent potential for continuity, and further, the number of mineralized zones is also increasing at depth with now up to six zones identified in the profile Gungnir drilled. All zones remain open in all directions.

• 2019: Stacked gold system identified, including a new lower zone with high-grade gold including 59.6 g/t Au over 1.0 metre within a broader interval grading 14.07 g/t Au over 4.25 metres;

• 2018: Large volcanogenic massive sulphide (VMS) system with favourable VMS geology including widespread, elevated zinc and copper over core lengths greater than 100 metres;

2017: Copper-nickel mineralization over core lengths greater than 10 metres in favourable intrusive rocks.

Management continues to be focused on managing its capital while seeking sources of funding and focusing its efforts on its multiple targets in Sweden to build shareholder value. The royalty payments from the final sale of the Kenville Mine property to Ximen completed in 2019 allowed the Company to eliminate the uncertainty of the remaining payments over the upcoming years. The Company completed a private placement in September/October of 2020 for proceeds of $600,000. Management can now initiate the 2021/2022 exploration program as it is well capitalised and has no debt. The Company believes it will meet its working capital requirements through 2021 and into 2022.

Exploration and Evaluation Properties

Gungnir’s three project areas are located in northern Sweden within the Fennoscandian Shield, a mineral rich but highly underexplored region, which extends into neighbouring Finland. The Fennoscandian shield continues to offer excellent ore discovery potential, in particular under glacial till (sand and gravel) which covers large areas. Major mining companies active in the Nordic Region (mining, exploration, and investing) include Boliden, Agnico Eagle, Anglo American, Goldcorp and Kinross. Gungnir’s key project is Knaften.

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Knaften

The Knaften project is situated at the south end of a regional structure known as the “Gold Line” or Knaften-Barsele Arc located within a prolific VMS region including the Skellefte Belt and VMS belts in Finland. Successful exploration by the Company has resulted in back-to-back new target discoveries in every year since 2017 through 2020 drilling the Knaften property. Knaften, its key project, now has two brand new base metal targets (Rodingtrask VMS zinc-copper and a magmatic copper-nickel target) adding significant up-side to the previously gold-only Knaften project. Further in 2019 and 2020 Gungnir identified stacked gold mineralization at Knaften 300 including discovery of a new lower zone with high-grade gold (59.60 g/t Au). All three targets on Knaften are wide-open for expansion and further discovery.

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Knaften - Rodingtrask Target

Rodingtrask is a new VMS target discovery outside traditional Skellefte belt in northern Sweden with similar age to older VMS deposits in Finland. 2018 drilling encountered widespread metal-enrichment (Zn, Cu, Ag) in core lengths > 100 metres in host conglomerate (see NR’s Aug/Oct/Nov 2018). To date, only 10 holes have tested this target area, all into the edges or halo of a large hydrothermal VMS system. So far mineralization, alteration and marker horizon defined over a strike length of 200 metres. Known mineralization is centred on a magnetic high anomaly; several similar magnetic highs clustered on >10 km trend. The current working model is a mafic volcanic-sedimentary VMS setting. The goal is to locate the core of it targeting potential higher-grade massive sulphide mineralization.

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Knaften – Copper-Nickel Target

Copper-nickel mineralization on Knaften was discovered by Gungnir in 2017, with a second hole drilled near-by in 2018 cutting a core length of magmatic sulphides assaying 0.38% CuEq over 14.4m (see NR dated Oct 4, 2018). Near-surface intersections are located 400 metres east of the Rodingtrask target. Mineralization consists of disseminated, blebby, patchy and erratically banded pyrrhotite with lesser chalcopyrite. Host rock is gabbro including vari-and orbicular textures which are documented textural styles closely associated with potential massive sulphide accumulations. There is ample blue sky potential on this target as well with only 2 holes into the mineralized system.

Knaften – Knaften 300 Gold Zone

The original target on Knaften, the Knaften 300 Gold Zone covers up-ice of one of the largest gold-in-till anomalies in Sweden which is likely only partially indicated by current drilling at Knaften 300 (~ 50 holes to date by a previous operator). Intrusion-related gold mineralization hosted along the margins of a quartz diorite in both the intrusion and country rock sediments and volcanics. Large disseminated-style mineralization (arsenopyrite) offers excellent potential for continuity. Gungnir confirmed shallow mineralization with results including 13m of 2.92 g/t Au starting at a depth of 81.5m. Locally, the zone is open to the east and south, and regionally, a magnetic low trend is an obvious target extending several kilometres along strike from Knaften 300. In 2019, Gungnir identified a stacked gold mineralized system at Knaften 300 including high-grade gold mineralization (59.6 g/t Au over 1.0 metre).

New results from 2020 show shallow-dipping, stacked arsenopyrite zones that are gold-bearing and extend down-dip for more than 400 metres compared to the 200-metre extent Gungnir reported in 2019. The disseminated style of mineralization offers excellent potential for continuity, and further, the number of mineralized zones is also

increasing at depth with now up to six zones identified in the profile Gungnir drilled. All zones remain open in all directions. Subsequently the Company has applied for additional Knaften permits (Knaften nr 500 and 600) which will expand the existing property from 2,761 to 4,887 ha.

Lappvattnet and Rormyrberget

The Lappvattnet and Rormyrberget nickel deposits are located in the eastern part of the Vasterbotten District, 60 km and 100 km respectively east of the Company’s Knaften gold exploration project. The deposits are held 100% by Gungnir under two separate permits covering an area of 471.3 hectares. The properties are accessible year-round with good transportation and industrial infrastructure including shipping facilities as there are a number of active mines in the area. Gungnir acquired both deposits in open-staking in 2015.

3-D modelling, geophysics and the updated NI 43-101 Technical Report have been completed and now Gungnir is having a closer look at potential value-added precious metals. On March 30, 2020 reported 50.91 g/t PGE’s (39.0 g/t platinum, 11.8 g/t palladium, 0.11 g/t gold) and 2.13% nickel over 0.45 metres at the Lappvattnet property in Sweden. Results are from initial re-sampling of archived drill core in advance of plans to update the historic resource at Lappvattnet and to evaluate the grade and distribution of PGE’s. Results support drill data from 2007 and demonstrate high-grade PGE contents. The Company has completed further sampling of core from an additional fifteen holes drilled in the mid-1970’s which have no record of being assayed for PGE’s as well as historic core from Rormyrberget.

The Lappvattnet and Rormyrberget deposits are both magmatic nickel sulphide accumulations with tectonic, structural, and geological similarities to documented Ni-Cu mines. The deposits occur in ultramafic intrusions hosted by metagreywackes and biotite-graphite gneisses. Sulphides consist of pyrrhotite, pentlandite and chalcopyrite. The Lappvattnet is largely a massive sulphide body that dips steeply to the south and plunges shallowly eastward. Mineralization at Rormyrberget consists of both massive sulphide and wider disseminated zones.

Norrbotten

Gungnir’s Norrbotten gold and base metal claims consist of five permits totalling 35 sq. km in northern Sweden in the Norrbotten District. The permits cover significant gold, silver and copper mineralized boulders/blocks along a north-west trending corridor located approximately 200 km north of the Company’s Knaften project including nearly a dozen boulders/blocks with significant copper, gold, silver, nickel and cobalt values located along the edge of a 10 km-long magnetics trend.

Historic prospecting results include:

7.7 g/t Au
4.3 g/t Au and 2.3 % Cu
3.7 g/t Au, 380 g/t Ag and 1.3 % Cu
2.6 g/t Au and 10 g/t Ag
2.54 g/t Au
2.09 % Cu, 25 g/t Ag and 0.9 g/t Au
1.96 % Cu and 1.3 g/t Au
1.52 % Cu and 33 g/t Ag
3.5 % Ni, 1.76 % Co, 2.42 % Cu

These early-stage prospects were staked as part of the Company’s strategy to actively monitor new quality opportunities and to maintain a pipeline of projects from prospecting to advanced stage. Prospecting samples noted above are historic surface grab samples of boulders/blocks and may not be representative of mineralization hosted on the permits. Assays results are from the Swedish Geological Survey (SGU) data files. The Company has not verified this data.

The technical information in this report has been prepared and approved by Jari Paakki, P.Geo., CEO and a director of the Company. Mr. Paakki is a Qualified Person under National Instrument 43-101.

Exploration and Evaluation Properties as at September 30, 2020:

		Exploration		Loss on sale
Exploration and Evaluation Properties	December 31, 2019	and evaluation	Impairment	of property/ Recoveries	September 30, 2020
Gungnir Property 6(b) and (c)	1,775,747	277,415	-	-	2,053,162
	1,775,747	277,415	-	-	2,053,162

General

The Company’s properties are early stage grassroots projects. There has been insufficient exploration to define a mineral resource on any of these properties and it is uncertain if further exploration will result in any such targets being delineated as mineral resources.

Quality Control and Quality Assurance Procedure

During exploration programs all data is rigorously evaluated by Gungnir’s geologists and contractors, and also by its Qualified Person, to ensure that the data is reliable and accurate, based on the analysis of the blanks, standards and duplicate samples. If the laboratory results for a Gungnir reference standard are plus or minus three standard deviations of the mean value of the certified value, or, if consecutive reference standard values are equal to plus or minus two standard deviations of the mean value, then the samples associated with that standard are re-analyzed by the laboratory.

The information in this MD&A was prepared under the direction of Mr. Jari Paakki, P.Geo., CEO of the Company, a Qualified Person as defined by NI 43-101.

Selected Annual Information

The following table summarizes selected financial data for Gungnir for each of the three most recently completed financial years. The information set forth below should be read in conjunction with the consolidated audited financial statements, prepared in accordance with International Financial Reporting Standards, and related notes.

	Year Ended	Year Ended	Year Ended
	December 31,	December 31,	December 31,
	2019	2018	2017
Total Revenues	NIL	NIL	NIL
General & administrative expenses	655,953	426,245	433,765
Write off of exploration costs on outside properties
and properties abandoned	-	-	-
Stock Based Compensation	219,013	-	32,000
Comprehensive income from continuing operations:
- In total	940,267	680,092	572,118
- Basic and diluted earnings per share	0.01	0.01	0.01
Total Assets	3,382,352	2,340,519	1,611,483
Total long-term liabilities	Nil	NIL	NIL
Cash dividends declared	Nil	NIL	NIL

Summary of Quarterly Results – Loss from Operations

The following table sets out selected quarterly financial information of Gungnir. Gungnir’ interim financial

statements are prepared by management, in accordance with International Financial Reporting Standards and expressed in Canadian dollars.

		Sept. 30,	June	Mar. 31,	Dec.	Sept. 30,	June	Mar. 31,	Dec.
		2020	2020	2020	2019	2019	2019	2019	2018
		$	$	$	$	$	$	$	$
Resource
Properties		2,053,162	1,840,257	1,793,344	1,775,747	1,713,628	1,402,148	1,364,922	1,336,496
Working	Capital	1,168,787	1,158,747	1,317,648	1,439,013	611,685	1,120,734	588,399	718,982
Revenues		NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Net	Income
(loss)		(145,097)	(97,236)	(103,287)	889,393	(387,721)	569,525	(102,145)	(57,705)
Earnings	(loss)
pershare		0.00	0.00	0.00	0.01	(0.01)	0.01	0.00	(0.00)

Discussion

The operating results of junior exploration companies typically demonstrate wide variations from quarter to quarter and year to year. These variances are attributed to changes in stock-based compensation, exploration costs expensed or written down, professional and consulting fees related to financings and property exploration and evaluation and reporting, transfer and filing fees which are attributed to financings and annual filings, shareholder information and general office expenses. Large billings received from completion of an exploration program can also affect any given period depending upon the timing of the billing.

Any significant changes during the current reporting period or to the year ended 2019 financial statements can be attributed to whether the Company completed any equity financings within the year or the volume of exploration and development activities on its properties.

Third Quarter Results of Operations – 2020 and 2019:

For the Periods EndedSeptember 30,	Note	2020	2019		2020		2019
		3 months	3 months		9 months		9 months
Operating expenses
General and administration	10	58,358	35,173	$	84,808	$	71,517
Compensation	10	87,164	266,809		269,273		428,046
Professional fees	10	1,211	2,430		2,898		12,361
		(146,733)	(304,412)		(356,979)		(511,924)
Other items
Royalty option proceeds, net	6(a)	-	(75,768)		-		598,642
Interest income		5,411	2,620		15,667		7,088
Foreign exchange		(3,775)	(10,161)		(4,708)		(14,147)
Comprehensive income		(145,097)	(387,721)	$	(346,020)	$	79,659

Weighted average number of shares		66,207,374	66,089,180		66,207,374	66,089,180
outstanding
Basic and diluted earnings per share	7	0.00	0.01	$	0.00	$	0.00

During the third quarter of 2020, Gungnir sustained a loss from operations of $145,097 while Q3-2019 - $387,721 was recorded. The largest contributor to 2019’s loss was Compensation which included the repayment of accrued salary to the executive officers from prior years which ended June 30, 2020. Also the Company recorded a loss on the disposition of Ximen shares (See Kenville Note 6a) of $74,284. Previous quarters for 2020 and 2019 have expenses incurred throughout the years that are fairly well balanced from quarter to quarter when excluding noncash-based charges and any impairment to the Company’s properties.

General administrative costs in the third quarter of 2020 were $58,358 compared to the same period in 2019 of $35,173. The largest contributing factors to the increase in G&A in Q3-2020 were expenses related to Investor Relations of $36,889 in Q3-2020 and $13,187 in Q3-2019. Shareholder and Regulatory fees of $3,572 compared to $1,766 in Q3-2019. Travel and Promotional expenses were $nil in Q3-2020 a direct result of the Covid19 travel ban; during Q2-2019 travel and promotion costs of $nil were expensed.

Compensation was $87,164 in Q3-2020 and $76,581 in Q3-2019 and $NIL Stock based Compensation recorded for Q3-2020 and $190,228 recorded in Q3-2019. General office expenses increased slightly to $2,343 in Q3-2020 from $3,027 in Q3-2019, and Professional fees in Q3-2020 were $1,210 compared to $2,430 in Q3-2019.

During the nine months ended September 30, 2020 the Company recorded $84,808 in G&A while $71,517 was recorded as at September 30, 2019. Compensation totaled $269,273 and $428,046 ($190,227 from Stock Based Compensation from the grant of options in 2019) for the nine month period in 2020 and 2019 respectively. Foreign exchange for the period in 2020 was $4,708 compared to $14,148 in 2019; professional fees were $2,898 at end of Q3-2020 and $12,361 at Q3-2019. Interest and miscellaneous income at Q3-2020 was $15,667 and $605,729 at Q32019. The difference in 2019 for income included proceeds from the completed sale of the Kenville Royalty. Business travel and promotion was $403 and $3,857 at September 30, 2020 and 2019. Finally, Shareholder and regulatory expenses as at September 30, 2020 was $16,299 and $16,570 end of September, 2019.

Liquidity

Gungnir does not currently have any producing mineral properties and our current operations on our various properties in Sweden are exploratory searches for mineable mineral deposits.

Successful drill programs in in the last four years at Knaften resulted in new gold and base metal target discoveries; the Rodingtrask VMS, a Cu-Ni target located only 400 metres to the east plus the recent drill success and expansion of the Knaften 300 gold zone in 2020. These targets add significant up-side to the Knaften project, and now the Company has numerous opportunities at deposit discovery by way of multiple targets and metals. All three targets on Knaften are wide-open for expansion and further discovery.

The Company’s future mineral exploration and mining activities may be affected in varying degrees by prevailing market prices, political stability and government regulations, the success of existing or future partners, all of which are beyond the control of the Company.

The Company’s mineral exploration activities have been funded through the sales of common shares, and while the Company has also been successful in continuing development and exploration of its properties, there is no assurance that these trends will continue indefinitely. The ongoing general and administrative obligations are dependent on financings as well and the Company expects to continue to utilize this source of funding until it develops cash flow from its operations. There can be no assurance, however, that the Company will be able to obtain the required financing in the future on acceptable terms, or at all.

On September 24, 2020, the Company completed the first tranche of a private placement for 6,666,667 Units at a price of $0.06 per Unit for $400,000. Each Unit consists of one common share and one warrant. Each warrant entitles the holder to acquire an additional common share of the Company at $0.09 for 36 months.

On October 2, 2020, the Company completed the second tranche of a private placement for 3,333,333 Units at a price of $0.06 per Unit for $200,000. Each Unit consists of one common share and one warrant. Each warrant entitles the holder to acquire an additional common share of the Company at $0.09 for 36 months.

Further to the end of this reporting period the Company realized $125,000 from warrants being exercised at $0.05 per warrant share in October and November 2020.

The Company received the final $1,000,000 cash payment related to the sale of the Company’s remaining interest in the Kenville Gold Mine property (“Kenville”) in BC, Canada on October 31, 2019.

The Company held a 100% interest in the Kenville mineral property near Nelson, British Columbia. On March 3, 2014, the Company entered into a binding letter agreement to sell its Kenville mineral property and closed the sale on May 1, 2014. Total consideration of $5,900,000 for the purchase of the property was satisfied by (a) $100,000 deposit (received); (b) $800,000 payment on closing (received); and (c) $5,000,000 cash balance to be satisfied by five (5) annual advance royalty payments of $1,000,000 starting on or before May 1, 2017. The Company received each $1,000,000 annual payment due in 2017 and 2018 plus a $100,000 late payment fee in 2018. As this property interest had been previously fully recovered, the 2018 proceeds are reflected entirely in the current comparative figure for Royalty income option proceeds.

On April 25, 2019, the Corporation entered into a royalty option agreement with Ximen Mining Corp. (XIM: TSXV) (“Ximen”) whereby Ximen has an option to purchase the Company’s remaining 4% gross metal royalty interest in the Kenville Gold Mine property for total consideration of $1,700,000.

To exercise its option, Ximen was to pay: (a) $500,000 in cash initially; (b) $200,000 in common shares of Ximen; and (c) a further $1,000,000 in cash on or before October 31, 2019. As at December 31, 2019, Ximen had completed its option and the Company had received all $1,500,000 in cash and 285,918 common shares of Ximen with an estimated fair value of $174,410. The Company subsequently disposed of the Ximen shares for gross proceeds of $100,126, and recognized a realized loss on disposition of $74,284. All transactions have been included within Royalty option proceeds in the statement of comprehensive income.

Capital Resources

At September 30, 2020 Gungnir had paid up capital of $30,407,0217 representing 72,764,452 common shares without par value, and an accumulated deficit of $34,619,922, resulting in a shareholder’s equity (or net assets) of $3,271,845 ($3,249,865 at December 31, 2019). Gungnir has working capital of $1,168,787 at September 30, 2020 compared to working capital of $611,685 at September 30, 2019. At the time of this report the Company does have sufficient funds to meet its general and administrative expenses through 2021.

Business Risks, Uncertainties and Commitments

The Company’s business of mineral exploration has a high level of inherent risk associated with it. Although the Company is optimistic about the potential of many of its projects, there is no guarantee that any mineral deposits will be identified or that, if deposits are identified, it will be economically feasible to put them into production. The Company’s exploration activities may also be affected by changes in environmental and other governmental regulation.

The financial condition of the Company is influenced by operational performance and a number of market risks. Fluctuations in market prices, foreign exchange rates and unit costs of production are the most significant risks experienced by the Company.

The Company purchases insurance to mitigate losses that may arise from certain liability and property risks. The cost of this insurance and the specific protection provided by the policies will vary from year to year depending on the conditions in the insurance market. The Company believes that the insurance program it has in place continues to prudently address its major liability and property risk exposures.

Risks associated with operations are numerous and include environmental pollution, accidents or spills, industrial and transportation accidents, labour disputes, blockades, changes in regulatory environment, natural phenomena and unexpected geological conditions. Many of the foregoing risks and hazards could result in damage to, or destruction

of the Company’s mineral properties, personal injury or death, environmental damage, delays in or interruption of or cessation of production in its exploration or development activities.

The Company is subject to normal worker health, safety and environmental risks associated with its exploration operations. The Board of Directors regularly reviews the health and safety of the Company’s operations to mitigate potential hazards and optimize the health and safety of employees, contractors and the public in general. Operational changes are increasingly subject to regulatory approval that may include delays due to longer and more complex regulatory review and approval process. These increasing requirements are expected to continue to result in higher administration costs and capital expenditures for compliance.

11. RELATED PARTY TRANSACTIONS

Related party transactions that are in the normal course of business and have commercial substance are measured at the exchange amount. The following are the related party transactions for the period.

Salaries paid to key management personnel for the period ended September 30, 2020 total $351,489 (2019 - $285,120). Stock-based compensation paid to key management personnel and directors for the period ended September 30, 2020 totalled nil (2019 – $95,114). Key management personnel are comprised of the Company’s Chief Executive Officer and Chief Financial Officer. At September 30, 2020, accounts payable and accrued liabilities include $7,500 (2019 - $169,108) due to directors and organizations controlled by directors.

Financial Instruments

Gungnir’ financial instruments consist of cash, receivables, marketable securities, deposits and accounts payable. Unless otherwise noted, it is the Company’s opinion that we are not exposed to significant interest, currency or credit risks. Gungnir has to date not entered into the use of derivative instruments or foreign exchange contracts to hedge gains or losses arising from foreign exchange fluctuations.

Significant accounting judgements and estimates

A summary of all the Company’s significant accounting policies is included in Note 2 to the quarterly financial statements for the period ended September 30, 2020.

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised-and-the-revision-affects-both-current-and-future-periods.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the statements of financial position date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

the recoverability of amounts receivable and prepayments which are included in the consolidated statements of financial position;
the recoverability and probability of future economic benefits of amounts capitalized as exploration and evaluation costs
the inputs used in valuing share-based payments which are included in the consolidated statements of comprehensive income or loss;
the income taxes provision which is included in the consolidated statements of comprehensive income or loss and the composition of deferred income tax assets and liabilities which are included in the consolidated statements of financial position;
the inputs used in determining the various commitments which are accrued in the consolidated statements of financial position.

Evaluation and exploration properties

Acquisition costs of resource properties together with direct exploration expenditures thereon are deferred until the property to which they relate is placed into production, sold or abandoned or become impaired. Option or other payments received in respect of property interests are applied to reduce the carrying value of the properties. The carrying values of exploration and evaluation properties are, where necessary, written down to the estimated fair value based on discounted estimated future net cash flows.

The Company reviews the carrying values of its resource properties whenever events or circumstances indicate that there may be a potential impairment. Where estimates of future cash flows are not available and where exploration results or other information suggest impairment has occurred, management assesses whether the carrying value can be recovered, and if not, an appropriate write-down is recorded.

Although the company has taken steps to verify title to exploration and evaluation properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects in title registration.

Stock-based Compensation

The standard now requires that all stock option-based awards made to consultants and employees be recognized in these consolidated financial statements and measured using a fair value-based method.

Consideration received on the exercise of stock options and compensation options and warrants is recorded as share capital. The related contributed surplus originally recognized when the options were granted, is transferred to share capital.

Critical accounting policies and changes in accounting policies

The accounting policies followed by the Company are set out in Note 2 to the un-audited financial statements for the period ended September 30, 2020, and have been consistently followed in the preparation of these financial statements.

Overview of Changes in IFRS

Financial Instruments (“IFRS 9”)

The Company has elected not to adopt the hedging requirements of IFRS 9, but may adopt them in a future period. IFRS 9 addresses the classification, measurement and recognition of financial assets and financial liabilities and supersedes the guidance relating to the classification and measurement of financial instruments in IAS 39, Financial Instruments: Recognition and Measurement (IAS 39). IFRS 9 requires financial assets to be classified into three measurement categories on initial recognition: those measured at fair value through profit and loss, those measured at fair value through other comprehensive income and those measured at amortized cost. Investments in equity instruments are required to be measured by default at fair value through profit or loss. However, there is an irrevocable option for each equity instrument to present fair value changes in other comprehensive income. Measurement and classification of financial assets is dependent on the entity’s business model for managing the financial assets and the contractual cash flow characteristics of the financial asset. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change relating to an entity’s own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch.

IFRS 9 introduces a new three-stage expected credit loss model for calculating impairment for financial assets. IFRS 9 no longer requires a triggering event to have occurred before credit losses are recognized. An entity is required to recognize expected credit losses when financial instruments are initially recognized and to update the amount of expected credit losses recognized at each reporting date to reflect changes in the credit risk of the financial

instruments. In addition, IFRS 9 requires additional disclosure requirements about expected credit losses and credit risk.

The new hedge accounting model in IFRS 9 aligns hedge accounting with risk management activities undertaken by an entity.

The Company has adopted the new IFRS 9 changes and assessed the classification and measurement of its financial assets and financial liabilities by summarizing the original measurement categories under IAS 39 and the new measurement categories under IFRS 9 in the following table:

	IAS 39	IFRS 9
Cash	Fair Value throughprofit or loss	Amortized cost
Reclamation bonds	Fair Value throughprofit or loss	Amortized cost
Accounts payable and accrued liabilities, Provisions, Mortgage payable, Debenture and Loan payable	Amortized cost	Amortized cost

Leases (“IFRS 16”)

On January 1, 2019 the Company adopted IFRS 16 Leases which is effective for annual periods beginning on or after January 1, 2019.

IFRS 16 specifies how to recognize, measure, present and disclose leases. The standard provides a single model for lease accounting which requires lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has low a value. The adoption of IRFS 16 will have no material impact on the Company’s financial statements.

Disclosure Controls and Procedures

As of September 30, 2020, the Company carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure control and procedures are effective to ensure that information required to be (a) disclosed is recorded, processed, summarized and reported in a timely manner and (b) disclosed in the reports that we file or submit is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

We have designed, or caused to be designed under our supervision, internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in Canada.

Outstanding Share Data

The authorised share capital in Gungnir Resources Inc. consists of 500,000,000 common shares.

Further to the end of this reporting period the Company realised $125,000 from warrants being exercised at $0.05 per warrant share in October and November 2020.

Share-based Compensation

Options

The Company has adopted a 2019 Incentive Stock Option Plan which provides that the Board of Directors of the Company may from time to time, in its discretion and in accordance with the TSX-V requirements, grant to directors, officers, employees and technical consultants to the Company, non-transferable stock options to purchase common shares, provided that the number of common shares reserved for issuance in any twelve month period will not exceed 10% of the Company’s issued and outstanding common shares.

Such options will be exercisable for a period of up to 10 years from the date of grant at a price not less than the closing price of the Company’s shares on the last trading day before the grant of such options less any discount, if applicable, but in any event not less than $0.05 per share. Options may be exercised no later than 6 months following cessation of the optionee’s position with the Company.

	September 30, 2020	September 30, 2020	September 30, 2020	December 31, 2019	December 31, 2019	December 31, 2019
	Options		Weighted average exercise price	Options		Weighted average exercise price
Options outstanding, beginning of year Granted Expired/Cancelled	6,350,000 - (1,200,000)	$	0.07 - 0.05	6,300,000 2,000,000 (1,950,000)	$	0.05 0.11 0.05
Options outstanding, end of period	5,150,000	$	0.08	6,350,000	$	0.07
Options exercisable,end ofperiod Weighted average contractual remaininglife(years)			2020 2019
			5,150,000 6,350,000
			2.20 2.49

2,000,000 options were issued during 2019 under the 2019 Incentive Stock Option Plan which entitles the holders to acquire a common share of the Company at $0.11 for 60 months.

Summary of stock options outstanding at September 30, 2020:

Number outstanding	Exercise price ($)	Expiry date
2,350,000	0.06	October 3,2021
800,000	0.05	January20,2022
2,000,000	0.11	September 11,2024
5,150,000

Share-based compensation of $nil was incurred during 2020 (2019 - $219,013).

The fair value of stock options was estimated at the grant date based on the Black-Scholes option pricing model, using the expected dividend yield of $nil (2019 - $nil), average risk-free interest rate of 1.43%, expected life of 5 years, stock price of $0.11 and an expected volatility of 253%.

Option pricing models require the input of highly subjective assumptions, particularly as to the expected price volatility of the stock based on historical volatility. Changes in these assumptions can materially affect the fair value estimate and therefore it is management’s view that the existing models do not necessarily provide a single reliable measure of the fair value of the Company’s stock option grants.

Warrants

The following table summarizes information about the warrants for periods ended September 30, 2020 and 2019:

2019	September 30, 2020	September 30, 2020	September 30, 2020	December 31, Warrants Weighted average exercise price 15,351,000 - - $ 0.05 - - 15,351,000 $ 0.05 2020 2019	December 31, Warrants Weighted average exercise price 15,351,000 - - $ 0.05 - - 15,351,000 $ 0.05 2020 2019	December 31, Warrants Weighted average exercise price 15,351,000 - - $ 0.05 - - 15,351,000 $ 0.05 2020 2019
	Warrants		Weighted average exercise price	Warrants
Beginning of year Granted Exercised	15,351,000 6,666,667 -	$	0.05 0.09 -	15,351,000 - -	$	0.05 - -
Warrants outstanding, end of period	22,017,667	$	0.05	15,351,000	$	0.05
Weighted average contractual remaininglife(years)
				1.40 1.50

Summary of warrants outstanding at September 30, 2020:

Number outstanding	Exercise price ($)	Expiry date
5,000,000	0.05	December 2,2020
10,351,000	0.05	September 28,2021
6,666,667	0.09	September 24,2023
22,017,667

Contributed surplus

Contributed surplus includes the accumulated fair value of expired or cancelled stock options and warrants. Contributed surplus is comprised of the following:

			Options	Options	Warrants	Warrants	Warrants	Total
December 31, 2019 Options expired		$	3,680,781 11,512	$	3,045,109 -		$	6,725,890 -
September 30, 2020		$	3,692,293		3,045,109		$	6,737,402
Loss per Share
Periods ended			September 30, 2020			December 31, 2019
Numerator: Net income attributable to common shareholders – basic and diluted	$		(346,020)		$	940,267
Denominator: Weighted average number of common shares outstanding – basic and diluted			66,207,374			66,097,785
Basic and diluted earnings per share	$		0.00		$	0.01

Diluted earnings per share did not include the effect of 6,350,000 (2019 – 6,350,000) share purchase options, 15,351,000 (2019 – 15,351,000) warrants as they are anti-dilutive.

Subsequent Events

Further to the end of this reporting period the Company realized $125,000 from warrants being exercised at $0.05 per warrant share in October and November 2020.

Additional Information

Additional information is available at the Company website at www.gungnirresources.com or on its SEDAR page site accessed through www.sedar.com.

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Gungnir Resources Inc. — Interim / Quarterly Report 2020

44546_rns_2020-11-27_8f91e180-919f-4a80-831b-f41e246a9ac4.pdf