International Bethlehem Mining Corp — Management Reports 2022

Nov 23, 2022

INTERNATIONAL BETHLEHEM MINING CORP.

Management’s Discussion and Analysis

For the nine months ended September 30, 2022

INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis For the nine months ended September 30, 2022

DESCRIPTION OF BUSINESS AND OVERVIEW OF OPERATIONS AND FINANCIAL CONDITION

The following is management’s discussion and analysis (“MD&A”), prepared as of November 17, 2022. This MD&A should be read in conjunction with the unaudited condensed consolidated interim financial statements for the nine months ended September 30, 2022, the Company’s audited consolidated financial statements and the accompanying notes for the period ended December 31, 2021, and the accompanying notes.

All financial information in this MD&A has been prepared in accordance with IAS 34, Interim Financial Reporting (“IAS 34”), and all dollar amounts are quoted in Canadian dollars, the reporting and functional currency of the Company, unless specifically noted.

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.

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 For the nine months ended September 30, 2022

PERFORMANCE SUMMARY

The following is a summary of the significant events and transactions that occurred during the period ended September 30, 2022, and up to the date of this report:

On August 10, 2022, the Company entered into a purchase and sale agreement (the “Transaction”), dated effective August 2, 2022, pursuant to which the Company will acquire from an arm’s length third party, a 90% interest in the Clifford Gold Project (the “Project”), a 1,038-hectare project consisting of 73 unpatented mining cells 20kms northeast of the Kirkland Lake gold camp, Ontario.

The Company will acquire the 90% interest in the Project by issuing 20,000,000 post-consolidation common shares of the Company to the vendor. The Transaction represents a fundamental acquisition for the Company under the rules of the TSX Venture Exchange, following which the Company expects to graduate back to the main board of the TSX Venture Exchange as a Tier 2 Mining Issuer. The vendor is an arm’s length party. No finders’ fees or commissions are payable in connection with completion of the Transaction.

Following completion of the Transaction, the vendor will retain a 10% interest in the Project, with the Company responsible for the costs associated with the maintenance and development of the Project until completion of a preliminary economic assessment. The Project will also be subject to a 2% net smelter returns royalty, which the Company will be responsible for, of which one-half may be purchased by the Company in consideration for a one-time payment of $2,000,000.

Consolidation and Financing

In connection with the Transaction, the Company intends to consolidate its common share capital.

The Company also intends to complete a non-brokered private placement to raise up to $2,500,000 additional capital to satisfy obligations under the Transaction, extinguish debt and liabilities and to further develop the Project.

Further details of the consolidation and private placement will be announced at a later date.

The Clifford Project

The earliest recorded exploration on the Property dates to 1928. Prior to 1928 the Kirkland Lake Gold Camp was well on its way to becoming one of the most prolific gold mining towns in Canadian history which led to expanded exploration in the entire region.

Past work on the Property has consisted mainly of mapping and prospecting, the sinking of a shaft of unknown depth at the Snipe-Brett occurrence circa 1930, diamond drilling by Hollinger Consolidated - 2- Gold Mines Ltd. in 1964, various ground geophysical surveys and additional diamond drilling by Noranda Exploration in 1977 and by Mineta Resources in 1988.

The most systematic exploration program was carried out by Wallbridge Mining Ltd. in 2003 and 2004 where lithogeochemical sampling of outcrops, structural interpretation, mapping, and diamond drilling has given a better understanding of the potential of the Property.

Transaction Closing

Closing of the Transaction remains subject to the completion of a technical report in respect of the Property, completion of the Offering, and the approval of the TSX Venture Exchange. The Transaction cannot be completed until approval of the TSX Venture Exchange is received. Trading in the common shares of the Company has been halted on the TSX Venture Exchange and is expected to remain halted pending completion of further filings with the TSX Venture Exchange.

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INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis For the nine months ended September 30, 2022

Results of Operations

The following discussion addresses the operating results and financial condition of the Company for the nine months ended September 30, 2022 compared with the nine months ended September 30, 2021. 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 nine months ended September 30, 2022 and 2021.

For the three months ended September 30, 2022 and 2021:

Net loss for the period

The Company had a net loss for the three months ended September 30, 2022 of $62,322 (2021 - $31,138).

Operating Expenses

General and administrative expenses of $62,322 (2021 - $31,138) are primarily comprised of consulting fees, professional fees, management fees, rent, transfer agent and regulatory fees, and general office expenses. Significant items that mainly caused the variance are noted in the following:

• Professional fees of $30,992 (2021 - $6,224) increased mainly from the increase of audit fees in the current period.

• Office and miscellaneous of $10,493 (2021 - $8,122) increased mainly from additional corporate office expenses during the current period.

• Management fees of $9,000 (2021 - $15,000) decreased due to the decrease of management fees in the current period.

• Rent of $7,500 (2021 - $nil) increased due to a rental increase by the landlord.

For the nine months ended September 30, 2022 and 2021:

Net loss for the period

The Company had a net loss for the nine months ended September 30, 2022 of $147,203 (2021 - $117,314).

Operating Expenses

General and administrative expenses of $147,203 (2021 - $117,314) are primarily comprised of consulting fees, professional fees, management fees, rent, transfer agent and regulatory fees, and general office expenses. Significant items that mainly caused the variance are noted in the following:

• Consulting fees of $3,000 (2021 - $35,000) decreased mainly from a temporary and voluntary fee reduction by consultants in the prior period.

• Professional fees of $63,680 (2021 - $26,004) increased mainly from the increase of audit fees in the current period.

• Rent of $22,500 (2021 - $nil) increased due to a rental increase 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.

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INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis For the nine months ended September 30, 2022

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 September 30, 2022, the Company had $4,620 in cash and cash equivalents compared to $36,168 as at December 31, 2021, with a working capital deficit of $542,287 compared to working capital deficit of $440,084 as at December 31, 2021. The Company has no off-balance sheet financing.

Net cash used in operating activities for the period ended September 30, 2022, was $76,548 compared to net cash used in operating activities of $292,185 used during the same period in 2021.

Net cash provided by investing activities for the period ended September 30, 2022, was $15,000 from a reclamation bond refund compared to $nil during the same period in 2021.

Net cash provided by financing activities for the period ended September 30, 2022, was $30,000 from shares subscribed compared to $332,500 consisting of loan proceeds in the previous period.

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

	September 30,	June 30,	March 31,	December 31,
	2022	2022	2022	2021
Total assets	$ 36,920	$ 40,490	$ 62,909	$ 110,759
Working capital deficit	(542,287)	(509,965)	(478,385)	(440,084)
Shareholders’ deficiency	(512,286)	(479,964)	(433,384)	(395,083)
Net loss	(62,322)	(46,580)	(38,301)	(61,661)
Netloss pershare	(0.00)	(0.00)	(0.00)	(0.00)
	September 30,	June 30,	March 31,	December 31,
	2021	2021	2021	2020
Total assets	$ 93,370	$ 54,264	$ 51,605	$ 50,870
Working capital deficit	(613,498)	(582,360)	(511,641)	(496,184)
Shareholders’ deficiency	(568,497)	(537,359)	(466,640)	(451,183)
Net loss	(31,138)	(70,719)	(15,457)	(16,438)
Net loss per share	(0.00)	(0.00)	(0.00)	(0.00)

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INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis For the nine months ended September 30, 2022

RELATED PARTY TRANSACTIONS

• a) During the period ended September 30, 2022, 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 September 30, 2022 ($) September 30, 2021 ($)
	Expenses: 1288226 BC Ltd. (management fees and administration) Cross Davis and Company LLP (accounting fees) Sead Hamzagic, Inc. (consulting fees)	a company controlled by Peter Berdusco 45,000 35,000 a firm of which Scott Davis is a partner 5,000 12,000 a company controlled by a former CFO, namely, Sead Hamzagic - 35,000

• b) As at September 30, 2022, accounts payable and accrued liabilities include $61,263 (December 31, 2021 - $56,388) owing to companies with certain directors in common and companies controlled by certain directors and former directors.

Name of Company Directors/Officers	September 30 2022 ($) December 31, 2021 ($)
Sutton Ventures LTD. (consulting fees) a company controlled by a former director, Brayden Sutton Neil Currie, former director (director’s fees) a former director, Neil Currie Peter Berdusco (Expense Reimbursement fees) a President, CEO and Director 1288226 BC Ltd. (Management fees and administration) a company controlled by Peter Berdusco, CEO Cambrian Capital Corp. (director’s fees) a company controlled by a former director, Hugh Maddin Cross Davis and Company LLP (accounting fees) a firm of which Scott Davis, CFO is a partner	21,000 21,000 1,000 1,000 263 263 2,250 2,500 125 125 36,750 31,500
	61,388 56,388

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INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis For the nine months ended September 30, 2022

CONTINGENCY

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 $346,000 as of September 30, 2022, 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 took a provision of $260,838 against the receivable leaving a balance of $1.

On December 14, 2021, the Company received a letter from the Tax Court of Canada notifying the Company that the hearing for the appeal was scheduled for October 17, 2022. The Company is currently waiting to receive and review further correspondence from CRA detailing the settlement amount.

CAPITAL MANAGEMENT

The Company’s shareholders’ deficiency 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 period ended September 30, 2022. The Company is not subject to externally imposed capital requirements.

FINANCIAL INSTRUMENTS

Fair value

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

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

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INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis For the nine months ended September 30, 2022

The Company’s measurement of fair value of financial instruments as at September 30, 2022 and December 31, 2021 in accordance with the fair value hierarchy is as follows:

		Total		Level 1		Level 2		Level 3
September 30, 2022
Cash and cash equivalents	$	4,620	$	4,620	$	-	$	-
December 31, 2021
Cash and cash equivalents	$	36,168	$	36,168	$	-	$	-

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.

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

		September 30,		December 31,
		2022		2021
Bank accounts	$	4,620	$	36,168
	$	4,620	$	36,168

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 September 30, 2022, the Company had accounts payable and accrued liabilities of $327,706 (December 31, 2021 - $284,342). Based on the current funds held as at September 30, 2022, 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.

The amounts listed below are the remaining contractual maturities for financial liabilities held by the Company:

		September 30, 2022
	Accounts Payable and			Due to Related
Due Date		Accrued Liabilities*		Parties		Total
0–90 days	$	487,943	$	61,263	$	549,206
		December 31, 2021
	Accounts Payable and			Due to Related
Due Date		Accrued Liabilities		Parties		Total
0–90 days	$	449,454	$	56,388	$	505,842

*Includes loans payable balance.

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INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis For the nine months ended September 30, 2022

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 condensed consolidated interim 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 valuation of share-based payments and recognition of deferred tax amounts.

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.

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INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis For the nine months ended September 30, 2022

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

There were no changes in accounting policies during the period ended September 30, 2022.

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: 28,897,617

• c) No stock options outstanding

• d) Outstanding share purchase warrants:

		Number of
Expiry Date	Exercise Price	Warrants
November 19, 2022	$ 0.05	7,966,666
December 21, 2022	$ 0.06	8,000,000
May7,2024	$ 0.06	1,500,000
Outstanding and exercisable		17,466,666

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

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INTERNATIONAL BETHLEHEM MINING CORP. Management’s Discussion and Analysis For the nine months ended September 30, 2022

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 condensed consolidated interim 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 condensed consolidated interim 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 condensed consolidated interim 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.

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