International Bethlehem Mining Corp — Interim / Quarterly Report 2021

May 27, 2021

INTERNATIONAL BETHLEHEM MINING CORP.

Management’s Discussion and Analysis

For the three months ended March 31, 2021

INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis For the three months ended March 31, 2021

DESCRIPTION OF BUSINESS AND OVERVIEW OF OPERATIONS AND FINANCIAL CONDITION

The following is management’s discussion and analysis (“MD&A”), prepared as of May 26, 2021. This MD&A should be read in conjunction with the unaudited condensed consolidated interim financial statements for the three-month period ended March 31, 2021, the Company’s audited consolidated financial statements and the accompanying notes for the year ended December 31, 2020, and the accompanying notes, all as prepared in accordance with International Financial Reporting Standards (“IFRS”). All amounts are stated in Canadian dollars unless otherwise indicated.

This report includes certain statements that may be deemed “forward-looking statements” within the meaning of applicable securities legislation. All statements, other than statements of historical facts that address such matters as future events or developments that the Company expects, are forward looking statements and, as such, are subject to risks, uncertainties, assumptions and other factors of which are beyond the reasonable control of the Company. You can identify these statements by forward-looking words such as “expects”, “does not expect”, “plans”, “anticipates”, “does not anticipate”, “believes”, “intends”, “estimated”, “projects”, “potential”, “scheduled”, forecast”, “budget”, and similar expressions, or that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur and similar words. Such statements give the Company’s current expectations or forecasts of future events and are not guarantees of future performance and actual results or developments may differ materially from those expressed in, or implied by, this forward-looking information. With respect to forward-looking statements and information contained herein, we have made numerous assumptions including among other things anticipated costs and expenditures and the Company’s ability to achieve its goals. Although management believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that a forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Factors that could cause actual results to differ materially from those in forward-looking statements include, for example, such matters as continued availability of capital and financing and general economic, market or business conditions. Although we have attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements or information, there may be other factors that cause actual results, performances, achievements or events not to be anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. Any forward-looking statements are expressly qualified in their entirety by this cautionary statement. The information contained herein is stated as of the current date and subject to change after that date and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

Additional information related to the Company is available for view on SEDAR at www.sedar.com, and on the Company’s website www.bethlehemmining.com.

Description of Business

The Company is engaged in the exploration of mineral resource properties. Since incorporation on April 5, 1995, the Company has evaluated numerous properties of potential merit and has acquired several properties, by purchase agreement or by staking, for further evaluation and development. Costs directly related to the identification, exploration and development of mineral properties are capitalized and are either amortized over the life of the property’s production or written off when the property is sold, abandoned or released. All of the Company’s property interests are located in Canada.

The Company trades on the NEX Board of the TSX Venture Exchange under the symbol IBC.H.

2

INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis For the three months ended March 31, 2021

PERFORMANCE SUMMARY

The following is a summary of the significant events and transactions that occurred the three months ended March 31, 2021 and for the subsequent period to the report date hereof:

• a) On March 9, 2021, the Company announced that Peter Berdusco was appointed CEO, President and as a Director of the Company. Douglas Mason resigned as CEO of the Company but remains a Director. The Company also announced that Scott Davis had been appointed CFO and that Charles (Hugh) Maddin had resigned as CFO but remains a Director.

Results of Operations

The following discussion addresses the operating results and financial condition of the Company for the three-month period ended March 31, 2021 compared with the three-month period ended March 31, 2020. The Management’s Discussion and Analysis should be read in conjunction with the Company’s unaudited condensed consolidated interim financial statements and the accompanying notes for the three months ended March 31, 2021 and 2020.

For the three-month periods ended March 31, 2021 and 2020:

Net loss for the period

The Company had a net loss for the three-month period ended March 31, 2021 of $15,457 (2020 - $25,903). The change of $10,446 in the net loss for the three-month period ended March 31, 2021 compared to the three-month period ended March 31, 2020 was primarily due a change in general and administrative expenses of $10,508 as detailed below.

Operating Expenses

General and administrative expenses of $15,462 (2020 - $25,970) are primarily comprised of consulting, legal, audit and accounting, management fees, rent, transfer agent and regulatory fees, and general office expenses. The net decrease was $10,508 compared to the three-month period ended March 31, 2020. Items that mainly caused the net decrease are noted in the following:

• Consulting fees of $nil (2020 - $7,500) decreased due to a reduction by consultants in the current period.

• Legal, audit and accounting of $7,776 (2020 - $4,871) increased mainly due to the increase of audit and accounting fees in the current period.

• Management fees of $3,000 (2020 - $nil) increased due to the addition of the new CEO of the Company in the current period.

• Rent of $nil (2020 - $5,954) decreased due to the temporary relief of rent payments by the landlord.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s mineral exploration activities have been funded to date primarily through the issuance of common shares, and the Company expects that it will continue to be able to utilize this source of financing. Other than as discussed herein, the Company is not aware of any trends, demands, commitments, events or uncertainties that may result in its liquidity either materially increasing or decreasing at present or in the foreseeable future.

Material increases or decreases in the Company’s liquidity will be substantially determined by the success or failure of its exploration programs on its properties, as well as its continued ability to raise capital.

The Company is currently reviewing its capital resource requirements for exploration as it will require funding for exploration in addition to covering its administrative expenses.

The Company assesses its financing requirements and its ability to access equity or debt markets on an ongoing basis. The assessment considers: the stage and success of the Company’s evaluation activities to date; the continued participation of

3

INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis For the three months ended March 31, 2021

the Company’s investors in evaluation activities; and financial market conditions. Further financing may be required to cover the Company’s future cash requirements. It is possible that future economic events and global conditions may result in further volatility in the financial markets which could negatively impact the Company’s ability to access equity or debt markets in the future.

As at March 31, 2021, the Company had $956 in cash and cash equivalents compared to $287 as at December 31, 2020, with a working capital deficit of $511,641 compared to working capital of $496,184 as at December 31, 2020. The Company has no off-balance sheet financing.

Net cash used in operating activities for the period ended March 31, 2021 was $55,331 compared to net cash provided by operating activities of $951 for the period ended March 31, 2020.

Net cash provided by financing activities for the period ended March 31, 2021 was $56,000 consisting of loan proceeds compared to $nil in 2020.

Subsequent to the period ended March 31, 2021, the Company received unsecured non-interest-bearing loans for a total of $145,000 with no terms of repayment from arm’s length individuals and received an unsecured non-interest-bearing loan of $30,000 with no terms of repayment from a non-arm’s length individual.

At present, the Company’s operations generate little cash flow, and its financial success is dependent on management’s ability to discover economically viable mineral deposits. The mineral exploration process can take many years and is subject to factors that are beyond the Company’s control. The Company will require additional financial resources to undertake its planned exploration activities.

In order to finance the Company’s exploration programs and to cover administrative and overhead expenses, the Company raises money through equity sales and from the exercise of convertible securities. Many factors influence the Company’s ability to raise funds, including the health of the resource market, the climate for mineral exploration investment, the Company’s track record, and the experience and caliber of its management. Actual funding requirements may vary from those planned due to a number of factors, including the progress of exploration activities. Management believes that it will be able to raise equity capital as required in the long term but recognizes there will be risks involved that may be beyond their control.

SUMMARY OF QUARTERLY RESULTS

		March 31,		December 31,	September 30,	September 30,		June 30,
		2021		2020		2020		2020
Total Assets	$	51,605	$	50,870	$	51,926	$	55,817
Working Capital Deficit		(511,641)		(496,184)		(479,746)		(468,301)
Shareholders’ Deficiency		(466,640)		(451,183)		(434,745)		(423,300)
Net Loss		(10,457)		(16,438)		(11,446)		(15,036)
Net Loss per share		(0.00)		(0.00)		(0.00)		(0.01)

		March 31,	December 31,	December 31,	September 30,	September 30,		June 30,
		2020		2019		2019		2019
Total Assets	$	58,736	$	59,001	$	60,107	$	68,654
Working Capital Deficit		(453,264)		(427,361)		(381,254)		(361,516)
Shareholders’ Deficiency		(408,263)		(382,360)		(336,253)		(316,515)
Net Loss		(25,903)		(46,107)		(19,738)		(40,793)
Net Loss per share		(0.01)		(0.00)		(0.00)		(0.00)

4

INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis For the three months ended March 31, 2021

RELATED PARTY TRANSACTIONS

• a) During the period ended March 31, 2021 and 2020, the Company paid or accrued the following amounts to key management and directors, companies and/or limited partnerships controlled by directors and/or companies with certain directors in common:

Name of Company/Director Director/Officer 2021 2020

Expenses: 1288226 BC Ltd. (management fees and administration) a company controlled by Peter Berdusco 5,000 - Cross Davis and Company LLP (accounting fees) a firm of which Scott Davis is a partner 3,000 - Beachfront Enterprises Limited Partnership (rent) a limited partnership, the majority of which is owned by a director, namely, Douglas L. Mason - 5,954 Sutton Ventures Ltd. (consulting fee) a former director, namely, Brayden Sutton - 5,000 Sead Hamzagic, Inc. (financial consulting fees) a company controlled by a former director namely, Sead Hamzagic - 2,500

• b) The Company reimbursed Waterfront Communications Inc. (a company with certain directors in common) on a cost basis, to cover shared administrative and payroll costs costs in the amount of $nil (2020 - $2,607) and shared expenses in the amount of $nil (2020 - $1,750).

• c) As at March 31, 2021, accounts payable and accrued liabilities include $327,721 (December 31, 2020 - $318,979) owing to companies with certain directors in common and companies controlled by certain directors and former directors.

		March 31	December 31,
Name of Company	Directors/Officers	2021	2020
Beachfront Enterprises Limited	a limited partnership, the majority of
Partnership	which is owned by a director, namely,
(rent)	Douglas L. Mason	$ 105,548	$ 105,548
Waterfront Capital Partners Inc.
(consulting fees)	a company controlled by a director,	59,511	59,511
(interest)	namely, Douglas L. Mason	1,690	1,098
Sead Hamzagic, Inc.	a company controlled by a former
(financial consulting fees)	director, namely, Sead Hamzagic	115,500	115,500
Sutton Ventures LTD.	a company controlled by a former
(consulting fees)	director, namely, Brayden Sutton	21,000	21,000
Andrzej Kowalski	a director, namely, Andrzej Kowalski
(director’s fees)		3,000	3,000

5

INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis For the three months ended March 31, 2021

Mehrun Payravi (director’s fees) a former director, namely, Mehrun Payravi Neil Currie, director (director’s fees) a former director, namely, Neil Currie Waterfront Communications Inc. a company with a director in common, namely, Douglas L. Mason and a former director, namely Sead Hamzagic 1288226 BC Ltd. (management fees and administration) a company controlled by Peter Berdusco Cross Davis and Company LLP (accounting fees) a firm of which Scott Davis is a partner

3,000 3,000 1,000 1,000 9,322 9,322 5,000 - 3,150 -

$ 327,721 $ 318,979

• d) The Company entered into a loan agreement, dated April 25, 2014 and revised in April 2017, pursuant to which the lender agreed to loan the Company up to $100,000 for working capital purposes ($13,000 was advanced in May 2020, $3,000 was advanced in September 2020 and $4,000 was advance on February 3, 2021). The loan agreement was provided by a company controlled by a director and each loan advance is for a term of one year with interest at a rate of 1% per month (12% per annum). No loan bonus shares were issued in connection with these loans. As at March 31, 2021, loans payable included $20,000 (December 31, 2020 - $16,000) and accrued liabilities included $592 in accrued interest (2020 - $nil).

COMMITMENTS AND CONTINGENCIES

The Company previously entered into three 5-year term renewable agreements, as amended, with companies controlled by two directors and one former director of the Company for the provision of consulting and/or legal services at a cost of $2,500 per month under each of the three agreements with an aggregate cost of $7,500 per month ($90,000 per annum). If any of such agreements are terminated without cause or if there is a change in control of the Company, the Company was required to pay $150,000 to such contracted party so affected. In fiscal 2020, a director voluntarily resigned and accordingly no fees are owing under the agreement. The remaining two companies have temporary and voluntarily agreed to forgo fees under the agreements.

The Company has entered into two agreements with certain directors/officers for services rendered in such capacities. If such agreements are terminated without consent of the director/officer or the director/officer resigns within 120 days following a change in control, the Company must pay $50,000 to such director/officer and allow any unvested stock options to vest. In fiscal 2020, a director voluntarily resigned and accordingly no fees are owing under the agreement.

The Company was reassessed for certain prior years’ taxation filings (principally from 2003 and 2004) by the Canada Revenue Agency (“CRA”) pertaining to the renunciation of its flow-through expenditures. Also, individual investors in certain flow-through shares may be impacted by the reassessments. The Company has been assessed taxes of $339,195 and interest and penalties of approximately $323,000 as of December 31, 2020, and CRA is currently withholding approximately $280,000 of the Company’s GST and METC refunds. On April 15, 2015, the Company received a Notice of Confirmation from CRA which indicated that CRA had disallowed the Notices of Objection previously filed by the Company. The Company does not believe that the issues raised by the Company in its Notices of Objection were properly addressed by CRA and the Company filed an Appeal to the Tax Court of Canada, consequently no accrual has been made.

Due to delays in attempting to resolve the claim with CRA and the uncertainty with the final outcome, on December 31, 2018 the Company has taken a provision of $260,838 against the receivable leaving a balance of $1. The Company will continue to attempt to collect the receivable in the future.

6

INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis For the three months ended March 31, 2021

FINANCIAL INSTRUMENTS

Please refer to the March 31, 2021 condensed consolidated interim financial statements on www.sedar.com.

OFF BALANCE SHEET ARRANGEMENTS

The Company is not a party to any off-balance sheet arrangements or transactions.

PROPOSED TRANSACTIONS

The Company does not have any current proposed asset or business acquisition of dispositions; however, the Company continues to seek new business opportunities to raise capital.

NEW ACCOUNTING PRONOUNCEMENTS

Please refer to the December 31, 2020 audited consolidated financial statements on www.sedar.com.

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS

The information provided in this report, including the financial statements, is the responsibility of management. In the preparation of these statements, estimates are sometimes necessary to make a determination of future values for certain assets or liabilities. Management believes such estimates have been based on careful judgements and have been properly reflected in the financial statements.

OUTSTANDING SHARE DATA AS AT THE DATE OF THIS REPORT

• a) Authorized Share Capital: Unlimited number of common shares without par value

• b) Issued and Outstanding Shares: 20,930,951

• c) Outstanding Stock Options:

Outstanding Stock Options:
		Exercise	Number of
ExpiryDate		Price	Options
September 22, 2021		$ 0.05	963,000
			963,000

• d) Outstanding share purchase warrants:

	Exercise	Number of
Expiry Date	Price	Warrants
December 21, 2022	$ 0.06	8,000,000
May 4, 2024	0.06	1,500,000
		9,500,000

7

INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis For the three months ended March 31, 2021

RISKS AND UNCERTAINTIES

On March 11, 2020, the World Health Organization categorized COVID-19 as a pandemic. To date the potential economic effects within the Company’s environment and in the global markets, possible disruption in supply chains, and measures introduced and being introduced at various levels of government to curtail the spread of the virus (such as travel restrictions, closures of non-essential municipal and private operations, imposition of quarantines and physical distancing) have not had a material impact on the Company’s operations. Nevertheless, going forward these measures could have a material impact on the Company or the Company’s suppliers. The extent of the impact of this outbreak and related containment measures on the Company’s future operations cannot be reliably estimated at the date of these condensed consolidated interim financial statements.

The Company is engaged in the acquisition and exploration of exploration and evaluation assets. These activities involve significant risks which careful evaluation, experience and knowledge may not, in some cases eliminate the risk involved. The commercial viability of any material deposit depends on many factors not all of which are within the control of management. Some of the factors that affect the financial viability of a given mineral deposit include its size, grade, and proximity to infrastructure. Government regulation, taxes, royalties, land tenure, land use, environmental protection and reclamation and closure obligations, have an impact on the economic viability of a mineral deposit.

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Annual losses are expected to continue until the Company has an interest in an exploration and evaluation asset that produces revenues. The Company’s ability to continue its operations and to realize assets at their carrying values is dependent upon the continued support of its shareholders, obtaining additional financing and generating revenues sufficient to cover its operating costs. The Company’s accompanying financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

Any forward-looking information in this MD&A is based on the conclusions of management. The Company cautions that due to risks and uncertainties, actual events may differ materially from current expectations. With respect to the Company’s operations, actual events may differ from current expectations due to economic conditions, new opportunities, changing budget priorities of the Company and other factors.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

Changes in Internal Control over Financial Reporting (“ICFR”)

In connection with National Instrument 52-109, Certification of Disclosure in Issuer’s Annual and Interim Filings (“NI 52-109”) adopted in December 2008 by each of the securities commissions across Canada, the Chief Executive Officer and Chief Financial Officer of the Company will file a Venture Issuer Basic Certificate with respect to financial information contained in the unaudited interim consolidated financial statements and the audited annual consolidated financial statements and respective accompanying Management’s Discussion and Analysis. The Venture Issue Basic Certification does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI52-109.

OTHER MD&A REQUIREMENTS

Additional disclosure of the Company’s technical reports, material change reports, news releases and other information can be obtained on SEDAR at www.sedar.com.

8

INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis For the three months ended March 31, 2021

DIRECTORS AND OFFICERS

Peter Berdusco, President, CEO and Director (Chairman) Scott Davis, CFO Douglas Mason, Director Andrzej Kowalski, Director Charles Hugh Maddin, Director

9