Ibero Mining Corp. — Management Reports 2021

Feb 12, 2021

Goldplay Mining Inc. (Formerly Industria Metals Inc.) Management Discussion and Analysis For the years ended December 31, 2020 and 2019 (Expressed in Canadian dollars)

MANAGEMENT DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2020

INTRODUCTION

The Management Discussion & Analysis has been prepared by management and reviewed and approved by the Board of Directors on February 9, 2021. The following discussion of performance, financial condition and future prospects should be read in conjunction with the audited financial statements and the related notes thereto for the period ended December 31, 2020 and 2019. The information provided herein supplements but does not form part of the financial statements. This discussion covers the year ended December 31, 2020 and the subsequent period up to February 11, 2021, 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.

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

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 forwardlooking 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 and consultants, 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: unanticipated future operational difficulties (including cost escalation, unavailability of materials and equipment, Goldplay 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.

THE COMPANY

Goldplay Mining Inc. ("Goldplay" or "the Company") formerly named Industria Metals Inc. and prior to that Lilingstone Metals Inc. 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 currently trade on a stock exchange. On January 22, 2021, the Company submitted a draft listing application to the TSX Venture Exchange ("TSXV"). There is no assurance that TSXV will approve the listing application of the Company.

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

RECENT EVENTS

Financing activities

Effective December 2, 2020, the Company completed a share consolidation on the basis of ten (10) pre-consolidation shares for one (1) post-consolidation share. Unless otherwise noted herein, all share and warrants amounts presented have been retrospectively adjusted to reflect this consolidation.

During the year ended December 31, 2019 the Company issued 120,000 common shares for total proceeds of $60,000, of which $20,000 was received in 2018.

On November 6, 2020, the Company completed the first tranche of a non-brokered private placement consisting of the issuance of 13,281,340 units at a price of $0.05 per unit for aggregate gross proceeds of $664,067 (the "November 6, 2020 Private Placement"). Each unit was comprised of one common share and one-half of one common share purchase warrant ("November 2020 Warrant"). Each whole November 2020 Warrant entitles the holder, on exercise, to acquire one common share at a price of $0.10 per common until November 6, 2021, subject to acceleration of the expiry date on certain conditions. In the event that the Company receives conditional approval for a listing event on a public stock exchange (the "Listing Event"), the Company may elect to accelerate the November 2020 Warrant's expiration date 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 November 2020 Warrant's expiry date. In addition to the units issued to the private placement investors, 341,800 broker warrants, each exercisable for one common share at an exercise price of $0.05 per common share for a period of two years, and 184,400 common shares were issued as compensation for the services provided by arm's length finders, resulting in the total number of 13,465,740 common shares issued as part of the November 6, 2020 Private Placement. The Company also paid a total of $24,773 in cash as finder fees.

On November 19, 2020, the Company completed the second tranche of the private placement consisting of the issuance of 4,100,000 units at a price of $0.05 per units for aggregate gross proceeds of $205,000 (the "November 19, 2020 Private Placement"). The securities issued in the November 19, 2020 Private Placement contained substantially the same terms as the securities issued in the November 6, 2020 Private Placement. In consideration for the services performed by arm's length finders in the November 19, 2020 Private Placement, the company also issued 188,400 broker warrants, each exercisable for one common share at an exercise price of $0.10 per common share for a period of one year. The Company also paid a total of $9,420 in cash as finder fees.

On November 23, 2020, the Company signed an option agreement with Roughrider Exploration Limited ("Roughrider") to acquire a 70% interest in the Scottie West Property. On November 26, 2020, the Company issued 500,000 common shares valued at $0.05 to part of its first commitment to Roughrider.

On December 22, 2020, the Company completed a non-brokered private placement of 1,700,000 units at a price of $0.05 per unit for aggregate gross proceeds of $85,000 (the "December 2020 Private Placement"). Each unit was comprised of one common share and one-half of one common share purchase warrant ("December 2020 Warrant"). Each whole December 2020 Warrant entitles the holder, on exercise, to acquire one common at a price of $0.10 until December 22, 2021, subject to acceleration of the expiry date on certain conditions. In the event that the Company receives conditional approval for a Listing Event, the Company may elect to accelerate the December 2020 Warrant's expiration date 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 December 2020 Warrant's expiry date.

On January 12, 2021, the Company completed a non-brokered private placement of 300,000 units at a price of $0.05 per unit for aggregate gross proceeds of $15,000 (the "January 2021 Private Placement"). Each unit was comprised of one common share and one-half of one common share purchase warrant ("January 2021 Warrant"). Each whole January 2021 Warrant entitles the holder, on exercise, to acquire one common at a price of $0.10 until January 12, 2022, subject to acceleration of the expiry date on certain conditions. In the event that the Company receives conditional approval for a Listing Event, the Company may elect to accelerate the January 2021 Warrant's expiration date 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 January 2021 Warrant's expiry date.

On February 4, 2021, the Company completed a non-brokered private placement of 1,800,000 units at a price of $0.05 per unit for aggregate gross proceeds of $90,000 (the "February 2021 Private Placement"). Each unit was comprised of one common share and one-half of one common share purchase warrant ("February 2021 Warrant"). Each whole February 2021 Warrant entitles the holder, on exercise, to acquire one common at a price of $0.10 until February 4, 2022, subject to acceleration of the expiry date on certain conditions. In the event that the Company receives conditional approval for a Listing Event, the Company may elect to accelerate the February 2021 Warrant's expiration date 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 February 2021 Warrant's expiry date.

Mineral property acquisitions

Scottie West Property Option

The only mineral property interest of the Company at December 31, 2020 is the Scottie West Property, located in British Columbia. On November 22, 2020, the Company entered into a definitive agreement with Roughrider to acquire a 70% interest in the Scottie West 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 Mine and Scottie Resources Scottie Gold Mine. The Company cautions readers, that proximity and similar geology on adjacent properties are not sufficiently indicative of mineral occurrences of the Scottie West property. Additional exploration work is required to determine the mineral potential of the property.

Pursuant to terms of the agreement with Roughrider, the Company has committed to the following to earn the 70% interest in the Scottie West property:

	Cash	Shares to be issued to	Work commitment
		Roughrider
Upon Signing	$25,000 (paid	Equivalent of $25,000 (issued in	none
	in November	November 2020)
	2020)
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

During the year ended December 31, 2020, the Company incurred $22,389 (nil-2019) in exploration and evaluation expenses.

The technical report on the Scottie West property submitted to TSXV recommends a budget of $425,000 for the first phase of the exploration program. In order to meet the TSXV budget requirements, the Company intends to raise additional capital through a private placement ("the Goldplay Financing") carried on concurrently with the listing application. While the Company considers that it will be able to raise funds between a minimum of $350,000 and a maximum of $900,000 through the Goldplay Financing, there is no assurance that such funding can be obtained so that the exploration activities can continue in a timely manner.

Colorado Property

On December 13 2020, the Company exercised its option to terminate the agreement whereby the Company had the option to acquire 100% interest in certain leases of mineral rights ("Colorado Property") located in Montrose County and San Miguel Country in North-Eastern Colorado, which are thought to be prospective for uranium and vanadium. The carrying value of the Colorado property ($166,751) has been written off by the Company on the 2020 Statement of Loss. During the year ended December 31, 2020, the Company incurred property investigation expenses of nil ($11,031 -2019) on the Colorado Property. The Company has no remaining contractual obligations in relation to the Colorado property.

Quarter ended		31-Dec-20		30-Sep-20		30-Jun-20		31-Mar-20
Revenue (1)		-		-		-		-
Loss for the quarterBasic loss per share	$$	(274,944)(0.06)	$$	(10,223)(0.01)	$$	(9,086)(0.00)	$$	(16,773)(0.01)
Quarter ended		31-Dec-19		30-Sep-19		30-Jun-19		31-Mar-19
Revenue (1)		-		-		-		-

SUMMARY OF QUARTERLY RESULTS

(1) this being a Company without a revenue-generating business, there are no revenues from operations or investments;

Loss for the quarter ended December 31, 2020

Losses of $274,944 in the three months ended December 31, 2020 ("Q420") are significantly higher than losses of $13,339 in the three months ended December 31, 2019 ("Q419") mainly due to the write off ($166,751) of the Colorado property. The Company chose to terminate the option to further explore the Colorado property in December 2020 so that it focuses the resources on the Scottie West property, which the Company regards as having more potential. In addition, legal, regulatory, property investigation, and consulting fees were incurred in relation to the acquisition of the Scottie West option, TSXV listing application and November and December 2020 private placements.

Losses for the two months ended September 30, 2020 and June 30, 2020 ("Q320 and Q220") are comparable to losses for the corresponding periods of 2019 ("Q319 and Q219") and consist primarily of stable operating costs. Losses in Q120 are lower than in Q119 mainly due higher accounting and property exploration and evaluation costs incurred in Q119.

SELECTED ANNUAL INFORMATION

The Company was established under the Business Corporations Act (British Columbia) on June 16, 2017. As such, it has been in existence for only part of 2017 and all of 2018, 2019 and 2020. 2017 was a period of incorporation and seeking capital and a project, and as such, legal expenses were higher than 2018 and 2019, but other costs were lower. 2019 and 2018 had a full year of compliance costs, as well as some mineral property exploration and evaluation costs and costs ancillary to raising capital. The capital raise and acquisition of the mineral property caused the increase in total assets in 2018. However, the Company spent all cash reserves during 2019, which decreased total assets. During 2020 (mainly in Q420) the Company saw a significant increase of activity compared to the previous three years. In 2020, over $900,000 cash was raised through private placements and higher operating cost were incurred (see section "Loss for the year ended December 31, 2020").

Year ended	2020	2019	2018
Loss	$(311,026)	$(75,427)	$(119,067)
Basic & diluted loss pershare	$(0.07)	$(0.04)	$(0.12)
Total assets	$809,908	$179,676	$203,238
Non-current financialliabilities	$-	$-	$-
Cash dividends paid	$-	$-	$-

Loss for the year ended December 31, 2020

Losses of $311,026 in the year ended December 31, 2020 ("F20") have increased from losses of $75,427 for the year ended December 31, 2019 ("F19"). The main components of this increase are:

Type of expense	Increase of costs in F20 vs. F19
Impairment of mineral options	$ 166,751
Legal fees	$ 22,297
Shareholder communications and	$ 22,658
regulatory fees
Property exploration evaluation fees	$ 11,358
Accounting and corporate secretarial	$ 11,524
fees

As explained above (see "Summary of quarterly result" section), the F20 vs. F19 increase occurred mainly in Q420 when the Company wrote off the Colorado property, acquired the Scottie West property, raised capital through private placements, and commenced the TSXV listing application process.

Cash flows for the year ended December 31, 2020

During F20, the Company generated $ 919,877 (2019 - $40,000) in cash from finance activities. From these cash inflows and the cash reserves available at the beginning of the year, $24,797 (2019 - $483) was used towards mineral property acquisition and $151,671 (2019 - $67,518), was used for working capital maintenance, including property exploration and evaluation costs.

LIQUIDITY AND CAPITAL RESOURCES

The Company had a working capital1 of $ 633,745 as of December 31, 2020 (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 to continue operations and pursue its projects.

Management cautions that the Company's ability to raise additional funding is not certain. Additional funds will be required to pursue the Company's current business plans. An inability to raise additional funds would adversely impact the future assessment of the Company as a going concern.

SIGNIFICANT ACCOUNTING JUDGMENTS AND USE OF ESTIMATES

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the 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.

The Company's significant judgments and estimates are disclosed in Note 3 of the audited annual financial statements for the year ended December 31, 2020.

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

CHANGES IN ACCOUNTING POLICIES

Accounting policies used in the period, and changes anticipated in future periods, are as set out in the Company's audited annual financial statements for the year ended December 31, 2020 (Note 4).

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in the Company's internal controls over financial reporting during the period ended December 31, 2020, that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting.

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 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 5 of the Company's audited financial statements, for the period ended December 31, 2020. Year ended Year ended December 31 December 31 $ 3,600 $ 10,429 Officer remuneration1

RELATED PARTY TRANSACTIONS

Key management compensation

financial statements, for the period ended December 31, 2020.
RELATED PARTY TRANSACTIONS
Key management compensation
Key management personnel at the Company are the directors and officers of the Company. The remuneration of keymanagement personnel during the periods is as follows:
	December 31	December 31
	2020	2019
Director remuneration1	$3,600$	10,429
Officer remuneration1	$27,000$	22,800

Other than the amounts disclosed above, there were no short-term employee benefits or share-based payments granted to key management personnel during the year ended December 31, 2020 or 2019.

In accordance with Item 1.9 of Part 2 of Form 51-102.F1 the Company has no ongoing contractual commitments with related parties, apart from those established under the employee-employer or service-provider relationship. Amounts are recorded at the exchange amount agreed between the parties. Officer remuneration was charged by Anacott in

the amount of $22,000 (2019 - $22,800) and $5,000 (2019 - nil) by Lazuli CPA Inc, for the provision of key management services.

Included in salaries is $3,600 (2019 - $10,429) incurred by a director, for salary and benefit expenses related to property investigation activities.

Accounts payable and accrued liabilities

Included in accounts payable and accrued liabilities at December 31, 2020 is $ 75,055 (2019 - $92,105) due to Anacott. These amounts due to Anacott relate primarily to the costs of incorporation and the plan of arrangement, as well as the provision of key management services as described above, and are non-interest bearing and due on demand. As of December 1, 2020, Anacott is no longer a related party of the Company as there is no common key management.

Included in accounts payable and accrued liabilities at December 31, 2020 is $7,064 (2019 - $6,000) incurred for consulting services provided by a director (Fletcher Morgan – amounts invoiced through Elemental Capital Partners LLP) who has resigned from his position with the Company on November 12, 2020).

Securities transactions with related parties

During the year ended December 31, 2020 the officers, directors and related parties of the Company have subscribed for 3,820,000 shares and 1,910,000 warrants of the Company for a total of $191,000 (2019 – 40,000 shares at $0.5 for a total of $20,000).

On January 11, 2021, the Company granted 2,100,000 stock options to its officers and directors. The stock options have an exercise price of $0.05 and will expire on January 11, 2026.

RISK FACTORS AND MANAGEMENT'S RESPONSIBILITY OVER FINANCIAL REPORTING

Risk Factors – General

Early-stage entities face a variety of risks and, while unable to eliminate all of them, the Company, by assembling a team of experienced directors and management, aims to manage and reduce such risks as much as possible. The Company's ability to mitigate risk and carry on a sustainable business is however depended on the ability to raise additional capital beyond what was already raised part of the previous private placements.

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 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. The World Health Organization has declared the outbreak to constitute a "Public Health Emergency of International Concern." The COVID-19 outbreak is disrupting supply chains and affecting production and sales across a range of industries. The extent of the impact of COVID-19 on the Company's operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on and the Company's vendors all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact the Company's financial condition or results of operations is uncertain.

OFF BALANCE SHEET ARRANGEMENTS

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

OUTSTANDING COMMON SHARES DATA

The following section updates the outstanding common share data provided in the audited financial statements for the year ended December 31, 2020.

Common shares:

Common shares outstanding at February 11, 2021	23,906,813
Shares issued as part of $0.05 units sold onFebruary 4, 2021	1,800,000
Shares issued as part of $0.05 units sold on January12, 2021	300,000
Common shares outstanding at December 31, 2020	21,806,813

Stock options:

Stock options outstanding at December 31, 2020	0
Stock options issued on January 11, 2021	2,100,000
Stock options outstanding at February 11, 2021	2,100,000
Warrants:
Warrants outstanding at December 31, 2020	10,070,870
Warrants exercisable at $0.10 for one year as partof $0.05 units sold on January 12, 2021	150,000
Warrants exercisable at $0.10 for one year as partof $0.05 units sold on February 4, 2021	900,000
Warrants outstanding at February 11, 2021	11,120,870