Ibero Mining Corp. — Management Reports 2020

Nov 28, 2020

Industria Metals Inc.

Management Discussion and Analysis For the three and nine month periods ended September 30, 2020 and 2019 (Expressed in Canadian dollars)

SKEENA RESO

INDUSTRIA METALS INC. Management Discussion and Analysis September 30, 2020

MANAGEMENT DISCUSSION AND ANALYSIS

PERIOD ENDED SEPTEMBER 30, 2020

INTRODUCTION

The Management Discussion & Analysis has been prepared by management and reviewed and approved by the Board of Directors on November 26, 2020. The following discussion of performance, financial condition and future prospects should be read in conjunction with the unaudited condensed interim financial statements and the related notes thereto for the periods ended September 30, 2020 and September 30, 2019, and in conjunction with the audited annual financial statements and the related notes thereto for the years ended December 31, 2019 and 2018. The information provided herein supplements but does not form part of the condensed interim financial statements. This discussion covers the period ended September 30, 2020 and the subsequent period up to November 26, 2020, the date of issue of this MD&A. Monetary amounts in the following discussion are in Canadian dollars unless otherwise noted.

Additional information regarding the Company can be found on the Company’s page at www.sedar.com.

The scientific and technical information contained in this MD&A has been reviewed and approved by Mr. Garry Biles, P.Eng. (Technical Advisor to the Company) a Qualified Person within the context of Canadian Securities Administrators' National Instrument 43-101; Standards of Disclosure for Mineral Projects.

This MD&A contains Forward Looking Information. Please read the Cautionary Statements on page 3 carefully.

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INDUSTRIA METALS INC. Management Discussion and Analysis September 30, 2020

FORWARD LOOKING STATEMENTS

This MD&A contains certain forward-looking statements or forward-looking information within the meaning of applicable Canadian securities laws. All statements and information, other than statements of historical fact, included in or incorporated by reference into this MD&A are forward-looking statements and forward-looking information, including, without limitation, statements regarding activities, events or developments that we expect or anticipate may occur in the future. Such forward-looking statements and information can be identified by the use of forward-looking words such as "will", "expect", "intend", "plan", "estimate", "anticipate", "believe" or "continue" or similar words and expressions or the negative thereof. There can be no assurance that the plans, intentions or expectations upon which such forward-looking statements and information are based will occur or, even if they do occur, will result in the performance, events or results expected.

The forward-looking statements and forward-looking information reflect the current beliefs of the Company, and are based on currently available information. Accordingly, these statements are subject to known and unknown risks, uncertainties and other factors which could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed in or implied by the forward-looking statements. This forward-looking information includes estimates, forecasts, plans, priorities, strategies and statements as to the Company’s current expectations and assumptions concerning, among other things, ability to access sufficient funds to carry on operations, compliance with current or future regulatory regimes, particularly in the case of ambiguities, financial and operational performance and prospects, collection of receivables, anticipated conclusions of negotiations to acquire projects or investments, our ability to attract and retain skilled staff, expectations of market prices and costs, expansion plans and objectives, requirements for additional capital, the availability of financing, and the future development and costs and outcomes of the Company’s projects or investments. The foregoing list of assumptions is not exhaustive. Events or circumstances could cause actual results to vary materially.

We caution readers of this MD&A not to place undue reliance on forward-looking statements and information contained herein, which are not a guarantee of performance, events or results and are subject to a number of risks, uncertainties and other factors that could cause actual performance, events or results to differ materially from those expressed or implied by such forward-looking statements and information. These factors include: results of exploration programs, unanticipated future operational difficulties (including cost escalation, unavailability of materials and equipment, industrial disturbances or other job action and unanticipated events related to health, safety and environmental matters); social unrest; failure of counterparties to perform their contractual obligations; changes in priorities, plans, strategies and prospects; general economic, industry, business and market conditions; disruptions or changes in the credit or securities markets; changes in law, regulation, or application and interpretation of the same; the ability to implement business plans and strategies, and to pursue business opportunities; rulings by courts or arbitrators, proceedings and investigations; inflationary pressures; and various other events, conditions or circumstances that could disrupt the Company’s priorities, plans, strategies and prospects including those detailed from time to time in the Company’s reports and public filings with the Canadian securities administrators, filed on SEDAR .

This information speaks only as of the date of this MD&A. The Company undertakes no obligation to revise or update forward-looking information after the date of this document, nor to make revisions to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws or the policies of the TSX-V exchange.

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INDUSTRIA METALS INC.

Management Discussion and Analysis September 30, 2020

THE COMPANY

Industria Metals Inc. (“Industria” or “the Company”) was incorporated under the Business Corporations Act (British Columbia) on June 16, 2017. The Company is a reporting issuer in British Columbia, and Alberta, but does not trade on a stock exchange.

The Company’s current business is acquiring and exploring mineral properties.

RECENT EVENTS

1) Financing activities

During the year ended December 31, 2019, the Company issued 1,200,000 common shares for total proceeds of $60,000, of which $20,000 was received in the 2018 calendar year.

During the period ended September 30, 2020, the Company did not issue any common shares.

In November 2020, the Company obtained financing of $869,067 (see News releases issued November 6, 2020 and November 19, 2020). The funds were raised in two tranches ($664,067 on November 6, 2020 and $205,000 on November 19, 2020). In exchange for the funds the Company issued a total of 173,813,400 units at $0.005 per unit. An additional 1,844,000 common shares of the Company were issued as finder’s fees compensation. Insiders and related parties to the Company participated in the private placement, purchasing a total of 29,200,000 units for a gross proceeds to the Company of $146,000.

Each unit of the private placement is comprised of one common share of the Company (“Common Share”) and one-half of one common share purchase warrant (“Warrant”). Each whole Warrant entitles the holder, on exercise, to acquire one common share at a price of C$0.01 until November 6, 2021 (for warrants issued in tranche one) and November 19, 2021 (for warrants issued in tranche two), subject to acceleration under certain conditions. In the event that the Company receives conditional approval for a listing event on a public stock exchange (the “Listing Event”), the Warrant expiration date will accelerate to the date 30-days subsequent to the news release announcing the Listing Event, provided that the news release announcing the Listing Event is published before the date that is 30 days prior to the warrants’ expiry date.

The Shares issued pursuant to the Private Placement will be subject to a statutory hold period of four months plus one day expiring March 7, 2021 (for shares issued in tranche one) and March 20, 2021 (for shares issued in tranche two), in accordance with applicable securities legislation.

2) Acquisition of 70% interest in the Scottie West Property located in the “Golden Triangle” in Northwestern British Columbia.

On November 23, 2020, the Company signed a definitive agreement with Roughrider Exploration Limited, ("Roughrider") to acquire a 70% interest in the Scottie West Property (“Scottie West” or the “property”), located in the “Golden Triangle” in Northwestern British Columbia.

The mineral claims cover favorable geology, as mapped by the British Columbia Geological Survey, including Jurassic Hazelton volcanic rocks, Jurassic Texas Creek Intrusions and Eocene aged intrusions that are also host to numerous mineral occurrences and past producing mines throughout the Stewart Camp, including Ascot Resources Premier

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INDUSTRIA METALS INC. Management Discussion and Analysis September 30, 2020

Mine and Scottie Resources Scottie Gold Mine. The Company cautions readers, that proximity to and similar geology to current and former mines are not necessarily indicative of mineral occurrences of the property, but were part of the criteria used to assess the property as a worthwhile acquisition. Additional exploration work is required to determine the mineral potential of the property. The Company has commissioned a NI 43-101 Technical Report on the property considering Company’s planned listing application on the TSX Venture Exchange estimated for March 2021.

Pursuant to terms of the agreement with Roughrider Exploration Limited (“Roughrider”), the current owner of the mineral claims, the Company has committed to the following in order to earn the 70% interest in the property:

	Cash	Shares to be issued to Roughrider	Work commitment
Upon Signing	$25,000	Equivalent of$25,000	none
Year 1	$25,000	Equivalent of$50,000	$200,000
Year 2	$50,000	Equivalent of$75,000	$100,000
Year 3	$150,000	Equivalent of$150,000	$300,000
Year 4	$250,000	Equivalent of$200,000	$400,000
Total	$500,000	Equivalent of$500,000	$1,000,000

Upon the earn-in, the Company and Roughrider will form a join venture. The Company will be the sole operator of the project. Roughrider will retain a 2% net smelter return (“NSR”) royalty. The Company can repurchase 1% of the NSR for $2,000,000 at any time after a production decision has been made.

At the time of approval of this MD&A document the Company had not made yet a decision on whether it should continue to also pursue the option agreement entered into on November 22, 2018, whereby the Company has the option to acquire 100% interest in certain leases of mineral rights located in Montrose County and San Miguel Country in North-Eastern Colorado, which are thought to be prospective for uranium and vanadium. It is however the intent of the Company to focus in the immediate future on the Scottie West project.

SUMMARY OF QUARTERLY RESULTS

Quarter ended 30-Sept-20	30-Jun-20 31-Mar-20 31-Dec-19
Revenue(1) -	- - -
Loss for the quarter $ (10,223) Loss per share $ (0.00)	$ (9,086 $ (16,773) $ (13,399) $ (0.00) $ (0.00) $ (0.00)
Quarter ended 30-Sep-19	30-Jun-19 31-Mar-19 31-Dec-18
Revenue(1) -	- - -
Loss for the quarter $ (12,269) Loss per share $ (0.00)	$ (13,615) $ (36,204) $ (69,867) $ (0.00) $ (0.00) $ (0.00)

(1) this being an exploration-stage Company, there are no revenues from operations or investments;

Loss for the quarter ended September 30, 2020

Losses of $10,223 in the three months ended September 30, 2020 (“Q320”) decreased slightly from losses of $12,269 in the three months ended September 30, 2019 (“Q319”), primarily resulting from decreased consulting of $663 and legal fees of $1,358.

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Management Discussion and Analysis September 30, 2020

INDUSTRIA METALS INC.

Loss for the nine months ended September 30, 2020

Losses of $36,082 in the nine months ended September 30, 2020 (“P3-20”) represent the approximate steady-state minimum operational costs of the Company, and are less than losses of $62,088 for the nine month period ended September 30, 2019 (“P3-19”). This is largely due to the decrease in property investigation, from $10,310 in P3-19 to $Nil in P3-20, as a result of reduced property exploration activity during P3-20, and decrease in accounting fees from $27,432 during P3-19 to $19,100 during P3-20 due to lower transaction volume. Similarly, consulting fees decreased from $11,188 in P3-19 to $3,600 in P3-20.

Cash flows for the nine months ended September 30, 2020

During the nine months ended September 30, 2020, operating activities generated cash of $3,728 and investing activities generated cash of $203, while there were no financing activities, for a total increase in cash during the period of $3,931. During the nine months ended September 30, 2019, the Company collected $40,000 cash through a private placement of common shares. Operating activities more than offset financing activities consuming $67,359 in cash, for a total decrease in cash during the P3-19 period of $27,359.

LIQUIDITY AND CAPITAL RESOURCES

The Company had a working capital[1] deficit of $152,939 as of September 30, 2020 (December 31, 2019: deficit of $117,060). The Company does not have revenues from operations, and relies on outside funding for its continuing financial liquidity. The Company will need additional financing in order to continue operations.

Management cautions that the Company’s ability to raise additional funding beyond what was raised in the November 2020 private placement is not certain. Additional funds will be required in order to pursue the Company’s medium and long term business plans. An inability to raise additional funds would adversely impact the future assessment of the Company as a going concern. In order to improve access to sources of additional funding, the Company intends to apply for a public listing as a Tier 2 issuer on the TSX Venture Exchange and has already commenced the process of meeting the technical eligibility requirements for listing.

CHANGES IN ACCOUNTING POLICIES

Accounting policies used in the period are as set out in the Company’s audited annual financial statements for the year ended December 31, 2019, with the adoption of updated policies to comply with evolving International Financial Reporting Standards, which are described in Note 2 of the condensed interim financial statements for the period ended September 30, 2020.

FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash, receivables, accounts payable and accrued liabilities. It is management’s opinion that the Company is not exposed to significant interest risk arising from the financial instruments. The Company is exposed to credit risk in relation to the receivables balances, however, most receivables are in relation to sales tax due from the Canadian government. Credit risk is managed for receivables by seeking prompt payment, monitoring the age of receivables, and making follow up inquiries when receivables are

1 Working capital, a non-GAAP-measure is defined as current assets net of current liabilities.

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INDUSTRIA METALS INC. Management Discussion and Analysis September 30, 2020

not paid in a timely manner. The Company does not engage in any hedging activities. Financial instruments do not generally expose the Company to risk that is significant enough to warrant reducing via purchasing specific insurance or offsetting financial instruments. Further discussion of these risks is presented in Note 3 of the Company’s condensed interim financial statements, for the period ended September 30, 2020.

RELATED PARTY TRANSACTIONS

Key management compensation

Key management personnel at the Company are the directors and officers of the Company. The remuneration of key management personnel during the periods is as follows:

		Period ended		Period ended
		September 30,		September 30,
		2020		2019
Director remuneration1	$	-	$	10,730
Officer remuneration1	$	18,000	$	16,800
Share-basedpayments	$	-	$	-

Remuneration consists exclusively of salaries, bonuses, health benefits if applicable and consulting fees for key management personnel.

Other than the amounts disclosed above, there were no short-term employee benefits or share-based payments granted to key management personnel during the periods ended September 30, 2020 and 2019.

Included in accounting and corporate secretarial fees is $19,100 (period ended September 30, 2019 - $27,432) charged by Anacott Resources Corp. (“Anacott”), a corporation with a common director in Fletcher Morgan and a common officer in Andrew MacRitchie, $18,000 (period ended September 30, 2019 - $16,800) of which related to CFO services provided by Isla Finance Ltd, a company controlled by Andrew MacRitchie. These amounts remain unpaid.

Included in consulting and property exploration expenses is $3,600 (period ended September 30, 2019 - $10,730 incurred by Catalin Kilofliski, a director and officer) incurred by Elemental Capital Ltd, a company controlled by Fletcher Morgan, who was a director of Industria at the time.

Included in due to related parties at September 30, 2020 is $6,000 (December 31, 2019 - $6,000 classified as accounts payable and accrued liabilities) due to Catalin Kilofliski for deferred consulting fees, $2,000 (December 31, 2019 - $Nil) due to Isla Finance Ltd, for an interest-free, due on demand advance to the Company, and $12,064 (December 31, 2019 - $Nil) due to Elemental Capital Ltd. for consulting fees. Included in due to related parties at September 30, 2020 is $ 118,718 (December 31, 2019 - $92,105) due to Anacott. These amounts relate primarily to the costs of incorporation and the plan of arrangement, as well as the provision of key management services as described above. These amounts are non-interest bearing and due on demand.

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INDUSTRIA METALS INC. Management Discussion and Analysis September 30, 2020

RISK FACTORS AND MANAGEMENT’S RESPONSIBILITY OVER FINANCIAL REPORTING

Risk Factors

Early-stage entities face a variety of risks and, while unable to eliminate all of them, the Company aims to manage and reduce such risks as much as possible. The Company’s ability to mitigate risk, without any cash at its disposal, is, however, extremely limited.

Selecting investments is a competitive process. The Company seeks to maintain an appropriate balance by carefully considering risks to ensure an investment’s level of risk is commensurate with the Company's assessment of the project’s potential.

The Company has a limited history of existence. There can be no assurance that it will be successful in its quest to locate and explore a profitable mineral property. Equity or debt financing will be required to complete the implementation of its business plan. There can be no assurance that the Company will be able to obtain adequate financing to continue. The securities of the Company should be considered a highly speculative investment .

The following risk factors should be given special consideration when evaluating an investment in any of the Company's securities:

a) the Company has had no profitable business activity;

b) the Company does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends in the foreseeable future;

c) the Company has only limited funds with which to continue supporting operations, or alternatively with which to identify and evaluate other potential opportunities and there can be no assurance that the Company will be able to realize either of these goals;

d) the business or project acquisition, exploration and development may be financed in all or part by the issuance of additional securities by the Company and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Company;

e) there can be no assurance that an active and liquid market for the common shares will develop and an investor may find it difficult to resell its common shares; and

f) if the Company fails to complete the acquisition of a suitable business or project, an interim cease trade order may be issued against the Company’s securities by an applicable securities commission.

COVID-19

In December 2019, a novel strain of coronavirus was reported in Wuhan, China. On March 11, 2020, the World Health Organization declared the outbreak to constitute a pandemic. The spread of COVID-19 has severely impacted economies around the globe. In many countries, including Canada, businesses have been forced to cease or limit operations for long or indefinite periods of time. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in significant unemployment and an economic slowdown. Global stock markets have also experienced great volatility and a significant weakening of certain sectors. Governments and central banks have responded with monetary and fiscal interventions designed to stabilize economic conditions. To date, the Company’s operations have not been materially negatively affected by these events. The duration and impact of the COVID-19 pandemic, as well as the effectiveness of government and central bank responses, remains unclear at this time. It is not possible to reliably estimate the duration of the impact, the severity of the consequences, nor the impact, if any, on the financial position and results of the Company for future periods.

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INDUSTRIA METALS INC. Management Discussion and Analysis September 30, 2020

OFF BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

OUTSTANDING COMMON SHARE DATA

The following section updates the outstanding common share information provided in the unaudited condensed interim financial statements for the period ended September 30, 2020.

Date	Description	Common Shares Issued	Warrants Issued	Warrant exercise price
September 30,2020	Shares outstanding	20,410,747
November 6, 2020	Private placement financing	132,813,400	66,406,700	$0.01, expiring November 6, 2021*
November 6, 2020	Finder’s fee	1,844,000	3,418,000	$0.05, expiring November 6,2022
November 19, 2020	Private placement financing	41,000,000	20,500,000	$0.01, expiring November 19, 2021*
November 19, 2020	Finder’s fee		1,884,000	$0.01, expiring November 19, 2021
November 26,2020	For acquisition of 70% interest in Scottie West (shares issued to seller)	5,000,000
Totals at November 27, 2020:		201,068,147	92,208,700

• or 30 days after a successful TSX Venture Exchange listing

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