International Bethlehem Mining Corp — Management Reports 2020

May 20, 2020

INTERNATIONAL BETHLEHEM MINING CORP.

Management’s Discussion and Analysis

For the year ended December 31, 2019

Contact Information:

International Bethlehem Mining Corp. 2489 Bellevue Avenue West Vancouver, BC V7V 1E1 Phone: (604) 922-2030 Fax: (604) 922-2037 Contact Person: Mr. Douglas L. Mason

INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis December 31, 2019

DESCRIPTION OF BUSINESS AND OVERVIEW OF OPERATIONS AND FINANCIAL CONDITION

The following is management’s discussion and analysis (“MD&A”), prepared as of March May 19, 2020. This MD&A should be read in conjunction with the audited Consolidated Financial Statements for the year ended December 31, 2019, the Company’s audited Consolidated Financial Statements and the accompanying notes for the year ended December 31, 2018, 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.

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INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis December 31, 2019

EXPLORATION AND EVALUATION ASSETS

Title to mineral properties

Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. The Company has investigated title to all of its mineral properties and, to the best of its knowledge, title to all of its properties are in good standing. However, such properties may be subject to prior agreements or transfer and title may be affected by undetected defects.

The Company has entered into agreements to acquire, explore and develop certain mineral properties located in various regions of Canada. Numerous aboriginal groups are claiming unextinguishable aboriginal title to the lands and resources in these regions, which may include one or more of the mineral claims beneficially owned by the Company. The extent to which any successful aboriginal claim would materially affect the ability of the Company to exploit its mineral properties is not determinable at this time.

All costs related to the acquisition, exploration and development of mineral properties are capitalized by property. If economically recoverable ore reserves are developed, capitalized costs of the related property are reclassified as mining assets and amortized using the unit of production method. When a property is abandoned, all related costs are written off to operations. If, after management review, it is determined that the carrying amount of a mineral property is impaired, that property is written down to its estimated net realizable value. A mineral property is reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

The amounts shown for mineral properties do not necessarily represent present or future values. Their recoverability is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development, and future profitable production or proceeds from the disposition thereof.

Realization of assets

The investment in and expenditures on mineral properties comprise a significant portion of the Company’s assets. Realization of the Company’s investment in these assets is dependent upon the confirmation of legal ownership, the attainment of successful production from the properties or from the proceeds of their disposal.

Resource exploration and development is highly speculative and involves inherent risks. While the rewards if an ore body is discovered can be substantial, few properties that are explored are ultimately developed into producing mines. There can be no assurance that current exploration programs will result in the discovery of economically viable quantities of ore.

Environmental

The Company is subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous material and other matters. The Company may also be held liable should environmental problems be discovered that were caused by former owners and operators of its properties and properties in which it has previously had an interest. To the best of its knowledge, the Company conducts its mineral exploration activities in compliance with applicable environmental protection legislation.

The Company is not aware of any existing environmental problems related to any of its current or former properties that may result in material liability to the Company. Environmental legislation is becoming increasingly stringent and costs and expenses of regulatory compliance are increasing. The impact of new and future environmental legislation on the Company’s operations may cause additional expenses and restrictions. If the restrictions adversely affect the scope of the exploration and the development of a mineral property, the potential for production on the property may be diminished or negated.

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INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis December 31, 2019

Exploration Programs

A summary of the Company’s current exploration programs is set out below, however, for additional information and details regarding such matters, reference is made to the Company’s news releases and related filings that can be viewed on www.sedar.com..

The technical information regarding the Company’s currently active projects referred to herein has been reviewed and approved by Gordon Gibson, P. Geo., who was acting as the Company’s Qualified Person, in accordance with regulations under NI 43-101. With respect to the technical information disclosed prior to Gordon Gibson becoming the Company’s Qualified Persons, such technical information was reviewed and approved by other Qualified Persons as noted under each project listed.

Powell Property

On October 4, 2017, the Company and Rainy Mountain Royalty Corp. (“Rainy Mountain”) entered into an option agreement (the “Option Agreement”). Pursuant to the Option Agreement, the Company has been granted the option (the “Option”) to acquire an undivided 90% interest in certain mining claims, referred to as the Powell Property, held by Rainy Mountain in Ontario, Canada (the “Property”), on the terms and conditions of the Option Agreement and subject to the approval of the Exchange. In order to exercise the Option and acquire an undivided 90% interest in the Property, the Company is required to: (i) issue 2,000,000 common shares to Rainy Mountain; and (ii) incur exploration expenditures in the aggregate amount of $1,000,000 on the Property over a five-year period commencing on the date the Exchange approves the Option Agreement. Upon exercise of the Option, the Company and Rainy Mountain will, in good faith, negotiate and enter into a joint venture agreement provided, however; that the Company has the option to purchase the 10% interest retained by Rainy Mountain upon exercise of the Option in full in exchange for 1,000,000 shares of the Company and a 2% net smelter royalty (“NSR”) on the Property. The Company has the right to purchase, at any time, half of the NSR for $1,000,000 reducing the NSR to 1%. The Option Agreement is considered to be a non-arm’s length transaction The Company and Rainy Mountain decided to end the Option Agreement during the fiscal 2019 year

PERFORMANCE SUMMARY

The following is a summary of the significant events and transactions that occurred during the year ended December 31, 2019, and up to May 19, 2020:

• a) On February 6, 2020 the Company announced that Mr. Brayden Sutton, Mr. Neil Currie and Mr. James Currie had recently resigned as directors and officers of the Company, and in connection therewith, International Bethlehem announced that Mr. Douglas Mason had been appointed CEO, Mr. Charles (Hugh) Maddin had been appointed as a director and CFO and Mr. Andrzej Kowalski had been appointed as a director of the Company.

• b) On October 1, 2019 the Company provided an update to its July 2, 2019 announcement, that the listing of the Company’s shares were being moved from the TSX-V to the NEX, a separate board of the TSXV. Trading of IBC shares on the TSX-V ceased at market close on Tuesday, October 1, 2019 and commenced trading on the NEX at market open on Wednesday, October 2, 2019. With the transition from the TSX-V to the NEX, the Company’s trading symbol changed from IBC to IBC.H. There is no change in the Company's name, its CUSIP number and there is no consolidation of capital. The NEX is a separate board of the TSX-V.

• c) On August 19, 2019 the Company announced that Mr. James Currie had been appointed a Director. James (Jim) Currie is COO of Equinox Gold (since November 2018), where he is responsible for two operating mines and a development project. He held the role of COO for a number of mid-tier gold producers, most recently as COO of Pretivm Resources where he led the early development of the Brucejack gold mine. Previously he was COO of New Gold, where he was responsible for three mining operations and led the construction and development of New Gold’s New Afton gold mine, which went into production in 2012. Over the course of his 40-year career in the mining industry he has been a director on various boards and held senior management, engineering and operation roles for a number of mines and projects. Jim holds a Bachelor of Applied Science degree with honours in mining engineering from Queen’s University and is a registered professional engineer. He was the 2014 cowinner of AME BC’s prestigious EA Scholtz Award for Excellence in Mine Development for his work on New Afton.

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INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis December 31, 2019

• d) On July 19, 2019, the Company announced that Mr. Brayden Sutton had been appointed CEO and a Director of the Company and Mr. Neil Currie had been appointed a Director. Brayden Sutton has been a successful entrepreneur and an active investor in the capital markets for over 15 years. Brayden operates a wholly-owned merchant bank and has deployed over $100 million dollars into the cannabis sector dating back to 2013. As well, he co-founded and served as the Executive Vice President for Supreme Pharmaceuticals, now called The Supreme Cannabis Company Inc. (TSXV: FIRE), and in 2015 became Director of Business Development for Aurora Cannabis Inc. (TSX: ACB & NYSE: ACB). Brayden has had notable success finding quality companies and teams early, and he has been on the forefront of many large transactions in the cannabis space. Brayden is also the founder of Cannabis Health Sciences Inc. and the Cannabis Health Journal, which made its debut in 1999. He is now the Chairman of 1933 Industries Inc. (CSE: TGIF), which owns and operates the very first licensed cannabis cultivation and processing facility in Las Vegas, Nevada.

Neil Currie is the Managing Partner and Founder of Capital Event Management Ltd. Since 2010, Neil and his team have organized over 50 investment conferences around North America, facilitating capital investment for companies listed on the TSX, TSX.V and the CSE. Neil started his career working in investor relations in 2006, moving on quickly to become Vice President, Partner of vantagewire.com which was sold in 2013. He was instrumental in the listings of NexGen Energy Ltd. (NXE:TSX) while acting as the Corporate Secretary, Siyata Mobile Inc. (SIM:TSX.V) for which he was CEO and a Director at the time, and Venzee Technologies Inc. (VENZ:TSX.V) as a founding and significant shareholder. Neil is also the CEO and Founder of Stockpools Inc.

In connection with Brayden Sutton’s appointment as CEO, Douglas Mason had stepped down as an officer of the Company but continued to serve as a Director. The Company also announced the resignations of Andrzej Kowalski and Mehrun Payravi as Directors of the Company.

On July 2, 2019, the Company announced that it had received a letter, dated June 26, 2019, from the TSX Venture Exchange (the “Exchange”) that indicated that the Exchange had determined that the Company did not meet all of the Exchange’s Tier 2 Continued Listing Requirements (“CLR”). As a result, the Exchange gave the Company until July 10, 2019 to submit documentation evidencing that it met, or how the Company proposed to meet, Tier 2 CLR. The Exchange had further indicated that if the Company was unable to file satisfactory documentation to evidence meeting Tier 2 CLR by September 26, 2019, the Company would be transferred to the NEX Board of the Exchange (“NEX”). As of October 2, 2019 the Company’s listing transfer to NEX, the Company’s Tier classification changed from Tier 2 to NEX, and the Filing and the Service Office changed from Vancouver to NEX.

• e) On May 8, 2019 the Company announced that it closed its non-brokered private placement (the “Private Placement”) and raised $75,000 by the issuance of 1,500,000 units (the “Units”) at a price of $0.05 per Unit. Each Unit consists of one common share and one share purchase warrant, with each warrant entitling the holder to purchase an additional common share for a period of five years at an exercise price of $0.06. All of the securities issued pursuant to this Private Placement were subject to a hold period expiring on September 8, 2019. The Company intended to use the proceeds from this Private Placement for general working capital purposes and to investigate certain potential property and business opportunities. Certain insiders of the Company have subscribed for Units pursuant to the Private Placement. The issuance of the Units to the insiders pursuant to the Private Placement (the “Insider Participation”) is considered to be a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”). The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(b) and 5.7(1)(a) of MI 61- 101 in respect of any Insider Participation. C. Hugh Maddin (“Maddin”) has acquired ownership of 500,000 Units of the Company at a price of $0.05 per Unit, for total consideration of $25,000, pursuant to the Private Placement. Maddin may purchase an additional 500,000 shares upon the exercise of the share purchase warrants comprising the Units until May 7, 2024 at a price of $0.06 per share. The acquisition of the shares by Maddin represents approximately 2.38% of the Company’s issued and outstanding common shares on a non-diluted basis. Maddin now holds 1,287,000 shares of the Company representing approximately 6.15% of the outstanding common shares of the Company on a non-diluted basis. Overall, Maddin also holds 1,200,000 share purchase warrants to purchase shares of the Company, that, if exercised in full, would result in Maddin holding 2,487,000 shares of the Company, or approximately 11.24% of the Company’s then issued and outstanding common shares, assuming no other shares of the Company are issued. Maddin acquired ownership of the Units for investment purposes and may from time to time, increase or decrease

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INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis December 31, 2019

his ownership position in the future in the market or privately as circumstances warrant. A copy of the early warning report filed by Maddin in connection with the acquisition of the Units is available on the SEDAR website at www.sedar.com

Results of Operations

The following discussion addresses the operating results and financial condition of the Company for the three and twelvemonth periods ended December 31, 2019 compared with the three and twelve-month periods ended December 31, 2018. The Management’s Discussion and Analysis should be read in conjunction with the Company’s unaudited consolidated financial statements and the accompanying notes for the twelve months ended December 31, 2019.

For the three-month period ended December 31, 2019:

Net loss for the period

The Company had a net loss for the three-month period ended December 31, 2019 of $46,107 (2018 - $378,398). The change of $331,291 in the net loss for the three-month period ended December 31, 2019 compared to the three-month period ended December 31, 2018 was primarily due a change in other items of $327,017 and by a decrease in general and administrative expenses of $4,274 as detailed below

Other items

During the three-month period ended December 31, 2019, the Company reported a gain of $115 compared to $326,902 loss in the three-month period ended December 31, 2018 from other sources of income and other expenses. Items that caused the $327,017 net change in other items are noted in the following:

• Interest income of $115 (2018 - $3) remained fairly consistent.

• Gain (loss) on marketable securities, a gain of $nil (2018 loss – $66,067 per PY) the change was due to the market value decrease of marketable securities held in the prior period in its investment account.

Operating Expenses

General and administrative expenses of $46,222 (2018 - $51,496) are primarily comprised of consulting, legal and audit, rent, transfer agent and regulatory fees, and general office expenses. The net decrease was $5,274 compared to the threemonth period ended December 31, 2018. Items that caused the net increase are noted in the following:

In comparison to the three-month period ended December 31, 2018:

• Bank charges and interest of $20 (2018 - $660) decreased by $640 mainly due to the interest paid or accrued decreased loan balances at an interest rate of 1% per month (12% per annum) in the current period.

• Consulting fees of $22,000 (2018 - $10,000) increased by $12,000 mainly due to a temporary and voluntarily fee reduction by internal consultants in the prior period.

• Insurance of $1,580 (2018 - $1,519) remained fairly consistent.

• Legal and audit of $20,771 (2018 - $17,521) remained fairly consistent.

• Office and miscellaneous of $12 (2018 - $3,083) decreased by $3,071 due to computer and office expense commitments extinguished.

• Rent of $nil (2018 - $5,955) decreased by $5,955 due to rent commitments extinguished.

• Transfer agent and regulatory fees of $1,839 (2018 - $5,734) increased by $3,895 mainly due to the timing of invoices received on private placements.

• Wages and benefits of $nil (2018 - $7,024) decreased by $7,024 due to wages and benefit commitments extinguished.

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INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis December 31, 2019

For the year ended December 31, 2019:

Net loss for the year

The Company had a net loss for the year ended December 31, 2019 of $140,172 (2018 - $910,519). The change of $770,347 in the net loss for the year ended December 31, 2019 compared to the year ended December 31, 2018 was primarily due to a change in other items of $750,463 as detailed below.

Other items

During the year ended December 31, 2019, the Company reported a gain of $14,287 compared to a loss of $736,176 in the twelve-month period ended December 31, 2018 from other sources of income and other expenses. Items that caused the $750,463 net change in other items are noted in the following:

• Interest income of $489 (2018 - $350) remained fairly consistent when compared to the same period in the prior year.

• Gain (loss) on marketable securities, a gain of $13,798 (2018 loss – $475,688) increased by $489,486 due to the sale of securities in the current period and the change in market value of marketable securities held in the prior period in the investment in Magnum Goldcorp Inc. shares.

Operating Expenses

General and administrative expenses of $154,459 (2018 - $174,343) are primarily comprised of consulting, legal and audit, rent, transfer agent and regulatory fees, and general office expenses. The expenses compared to the year ended December 31, 2018 remained fairly consistent. Items that caused the net increase are noted in the following:

In comparison to the year ended December 31, 2018:

• Bank charges and interest of $1,154 (2018 - $1,260) remained fairly consistent.

• Consulting fees of $50,000 (2018 - $35,750) increased by $14,250 mainly due to a temporary fee increase associated to handling of the dispute with the CRA.

• Insurance of $6,537 (2018 - $6,292) remained fairly consistent.

• Legal and audit of $47,423 (2018 - $51,314) decreased by $3,891 mainly due to legal services required in the current period defending the Company’s tax appeal against CRA’s Notice of Assessment.

• Office and miscellaneous of $10,315 (2018 - $13,139) remained fairly consistent.

• Rent of $11,908 (2018 - $23,818) decreased by $11,910 due the temporary elimination of the current office lease.

• Transfer agent and regulatory fees of $11,804 (2018 - $15,403) remained fairly consistent

• Wages and benefits of $15,318 (2018 - $26,485) decreased by $11,167 due to wages and benefit commitments extinguished.

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’s overhead expenses which currently amount approximately $7,000 per month which includes; 1) consulting agreements totalling $2,500 per month ($5,000 per month currently waived) and 2) a lease of office space commitment with a basic monthly rent commitment of $nil ($1,284 per month currently waived) and shared operating costs of $nil ($700 per month currently waived).

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INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis December 31, 2019

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 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 December 31, 2019, the Company had $3,396 in cash and cash equivalents compared to $7,240 as at December 31, 2018, with a working capital deficit of $427,361 compared to working capital of $362,189 as at December 31, 2018. The Company has no off-balance sheet financing.

Net cash used in operating activities for the year ended December 31, 2019 was $145,496 compared to $154,518 net cash used during the same period in 2018.

Net cash provided by investing activities for the year ended December 31, 2019 was $66,652 (2018 - $nil) from proceeds on sale of marketable securities.

Net cash used in financing activities for the year ended December 31, 2019 was $75,000 (2018 used in - $14,500) consisting of proceeds from the issuance of shares of $75,000 (2018 - $nil) and loan repayments of $nil (2018 – 14,500).

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.

SELECTED ANNUAL INFORMATION

		Year Ended		Year Ended		Year Ended
	December 31, 2019		December 31, 2018		December 31, 2017
Interest income	$	489	$	349	$	305
Operating loss		154,459		174,343		164,046
Net income (loss)		(140,172)		(910,519)		(96,931)
Basic and diluted loss per share		(0.01)		(0.05)		(0.01)
Total assets		59,001		121,215		1,030,470

SUMMARY OF QUARTERLY RESULTS

	December 31,	December 31,	September 30,	September 30,		June 30,		March 31,
		2019		2019		2019		2019
Total Assets	$	59,001	$	60,107	$	68,654	$	97,215
Working Capital (deficit)		(427,361)		(381,254)		(361,516)		(395,723)
Shareholders’ Equity (Deficit)		(382,360)		(336,253)		(316,515)		(350,722)
Interest income		115		139		235		-
Operating expenses		46,222		19,877		48,545		39,815
Net Income (Loss)		(46,107)		(19,738)		(40,793)		(33,534)
Net Income (Loss) per share		(0.00)		(0.00)		(0.00)		(0.00)

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INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis December 31, 2019

	December 31,	December 31,	September 30,	September 30,		June 30,		March 31,
		2018		2018		2018		2018
Total Assets	$	121,215	$	452,047	$	522,034	$	617,363
Working Capital		(362,189)		(244,629)		(144,216)		(15,885)
Shareholders’ Equity		(317,188)		61,210		161,623		289,954
Interest income		3		234		112		-
Operating expenses		51,496		34,579		49,162		39,106
Net Income (Loss)		(378,398)		(100,413)		(128,331)		(303,377)
Net Income (Loss) per share		(0.02)		(0.01)		(0.01)		(0.02)

RELATED PARTY TRANSACTIONS

• a) During the year ended December 31, 2019, the Company paid or accrued the following amounts to directors, companies and/or limited partnerships controlled by directors and/or companies with certain directors in common:

Name of Company/Director Director/Officer December 31, 2019 December 31, 2018

Expenses: Beachfront Enterprises Limited Partnership (rent) a limited partnership, the majority of which is owned by a director, namely, Douglas L. Mason 11,908 $ 23,818 James Currie (director’s fee) James Currie a director, namely, - - Neil Currie (director’s fee) Neil Currie a director, namely, 1,000 - Sutton Ventures Ltd. (consulting fee) a director, namely, Brayden Sutton 15,000 - Waterfront Capital Partners Inc. (formerly Criterion Capital Corporation) (interest) a company controlled by a director, namely, Douglas L. Mason - 219 Sead Hamzagic, Inc. (financial consulting fees) a company controlled by a director, namely, Sead Hamzagic 30,000 25,000 Andrzej Kowalski (director’s fee) a director, namely, Andrzej Kowalski 1,000 2,000 Mehrun Payravi (director’s fee) a director, namely, Mehrun Payravi 1,000 2,000

(b) The Company reimbursed Waterfront Communications Inc. (a company with certain directors in common) on a cost basis, to cover shared administrative and geological payroll costs in the amount of $15,318 (2018 - $26,485) and shared expenses in the amount of $12,511 (2018 - $17,478).

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INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis December 31, 2019

• (c) Included in prepaid expenses at December 31, 2019 is $2,000 (2018 - $9,000) as a security deposit paid to Waterfront Communications Inc. (a company with certain directors in common), to cover shared payroll and expense recoveries.

(d) As at December 31, 2019, accounts payable and accrued liabilities of $288,193 (2018 - $303,470) owing to directors/officers or companies controlled by certain directors and companies with certain directors in common (see following table):

Name of Company Directors/Officers	December 31, 2019 December 31, 2018
Beachfront Enterprises Limited Partnership (rent) a limited partnership, the majority of which is owned by a director, namely, Douglas L. Mason Waterfront Capital Partners Inc. (consulting fees) (interest) a company controlled by a director, namely, Douglas L. Mason Sead Hamzagic, Inc. (financial consulting fees) a company controlled by a director, namely, Sead Hamzagic Sutton Ventures Ltd. (consulting fee) a director, namely, Brayden Sutton Andrzej Kowalski (director’s fees) a director, namely, Andrzej Kowalski Mehrun Payravi (director’s fees) a director, namely, Mehrun Payravi Neil Currie, Director (director’s fee) a director, namely, Neil Currie James Currie (director’s fee) a director, namely, James Currie Waterfront Communications Inc. a company with certain directors in common, namely, Douglas L. Mason and Sead Hamzagic	$ 93,044 $ 95,575 59,292 219 59,292 219 112,875 99,450 15,750 - 3,000 2,000 3,000 2,000 1,000 - - - 13 44,934
	$ 288,193 $ 303,470

(e) 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. 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). The Company began the 2018 fiscal year with $14,500 owing and repaid the balance in full in February 2018. No loan bonus shares were issued in connection with these loans. Subsequent to year end, the lender loaned $13,000 to the Company at an interest rate of 12% per annum.

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).

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INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis December 31, 2019

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.

Subsequent to December 31, 2019, a director voluntarily resigned and accordingly no fees are owing under the agreement.

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. Subsequent to December 31, 2019, 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 $311,000 as of December 31, 2019, 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.

CAPITAL MANAGEMENT

The Company’s shareholders’ equity comprises its capital under management. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development of its mineral properties and to maintain a flexible capital structure, which optimizes the costs of capital at an acceptable risk.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, acquire or dispose of assets.

In order to facilitate the management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.

In order to maximize ongoing development efforts, the Company does not pay out dividends. The Company’s investment policy is to invest its short-term excess cash in highly liquid short-term interest-bearing investments with maturities of 365 days or less from the original date of acquisition, selected with regard to the expected timing of expenditures from continuing operations.

To fund future operations and exploration activities the Company will need to raise funds through future share issuances, issue new debt or dispose of assets.

There have been no changes to the Company’s approach to capital management during the year ended December 31, 2019. The Company is not subject to externally imposed capital requirements.

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INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis December 31, 2019

FINANCIAL INSTRUMENTS

Fair value

The Company classifies its cash and cash equivalents and marketable securities as fair value through profit or loss; receivables at amortized cost; and accounts payable and accrued liabilities at amortized cost.

The carrying values of accounts receivable, accounts payable and accrued liabilities approximate their fair values due to the short-term maturity of these financial instruments.

The Company’s measurement of fair value of financial instruments as at December 31, 2019 and 2018 in accordance with the fair value hierarchy is as follows:

		Total		Level 1		Level 2		Level 3
December 31, 2019
Cash and cash equivalents	$	3,396	$	3,396	$	-	$	-
December 31, 2018
Cash and cash equivalents	$	7,240	$	7,240	$	-	$	-

The Company’s risk exposure and the impact on the Company’s financial instruments are summarized below.

Credit risk

Credit risk is the risk of financial loss to the Company if a counter party to a financial instrument fails to meet its payment obligations. The Company is exposed to credit risk with respect to its cash and cash equivalents and receivables.

Management believes that the credit risk concentration with respect to cash and cash equivalents is remote as it maintains accounts with highly-rated financial institutions. Receivables are due primarily from CRA.

Credit risk with respect to receivables has been assessed as low from management, as the Company believes that if successful in its appeal of the reassessments received from the CRA the amounts held by CRA will be refunded.

The Company’s concentration of credit risk and maximum exposure thereto is as follows:

		2019	2018
Guaranteed investment certificates	$	- $	5,750
Bank accounts		3,396	920
Investment accounts		-	570
	$	3,396 $	7,240

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. At December 31, 2019, the Company had accounts payable and accrued liabilities of $441,361 (December 31, 2018 - $438,403). Based on the current funds held as at December 31, 2019, the Company does not have sufficient working capital for the short term and will need to rely upon financing from shareholders and/or debt holders to obtain sufficient working capital in the long term. There is no assurance that such financing will be available on terms and conditions acceptable to the Company.

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INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis December 31, 2019

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk.

• (i) Interest rate risk

Interest rate risk consists of two components:

• (a) To the extent that payments made or received on the Company’s monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk.

• (b) To the extent that changes in prevailing market rates differ from the interest rate in the Company’s monetary assets and liabilities, the Company is exposed to interest rate price risk.

The Company is not exposed to significant interest rate risk.

• (ii) Foreign currency risk

The Company is not exposed to significant foreign currency risk.

• (iii) Other price risk

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company is not exposed to other price risk since it has sold its investments.

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.

CRITICAL ACCOUNTING ESTIMATES

The preparation of the consolidated financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.

The most significant accounts that require estimates as the basis for determining the stated amounts include the depreciation of equipment, impairment of assets, valuation of share-based payments and recognition of deferred tax amounts.

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INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis December 31, 2019

Critical accounting estimates:

a) Share-based payments

The fair value of share options granted is measured using the Black-Scholes option pricing model. Measurement inputs include share price on measurement date, exercise price of the option, expected volatility, expected life of the options, expected dividends and the risk-free rate. These estimates will impact the amount of share-based payments recognized.

b) Income taxes

Related assets and liabilities are recognized for the estimated tax consequences between amounts included in the financial statements and their tax base using substantively enacted future income tax rates. Timing of future revenue streams and future capital spending changes can affect the timing of any temporary differences and, accordingly, affect the amount of the deferred tax asset or liability calculated at a point in time.

CHANGES IN ACCOUNTING POLICIES

Accounting pronouncements adopted on January 1, 2019

IFRS 16, Leases

In January 2016, the IASB issued IFRS 16, Leases, which would replace IAS 17, Leases. This standard introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than twelve months, unless the underlying asset is of low value. A lessee is required to recognize a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments.

The Company adopted this standard on January 1, 2019, the date of initial application. The adoption of IFRS 16 did not have an impact on the Company’s consolidated financial statements.

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 May 19, 2020:

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

• b) Issued and Outstanding Shares: 20,930,951 common shares with a stated value of $13,184,063.

• c) Outstanding Stock Options:

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Exercise Number of
Expiry Date Price Options
September 22, 2021 $ 0.05 963,000
Outstanding and exercisable 963,000
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INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis December 31, 2019

• d) Outstanding share purchase warrants:

	Exercise	Number of
Expiry Date	Price	Warrants
December 21, 2022	$ 0.06	8,000,000
May 7, 2024	$ 0.06	1,500,000
Outstanding and exercisable		9,500,000

DIRECTORS AND OFFICERS

Douglas L. Mason, President, CEO and Director (Chairman) Charles (Hugh) Maddin, CFO and Director Andrzej Kowalski, Director

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