Jaeger Resources Corp. — Management Reports 2020

Apr 30, 2020

==> picture [132 x 99] intentionally omitted <==

FORM 51-102F1 MANAGEMENT’S DISCUSSION AND ANALYSIS YEAR ENDED NOVEMBER 30, 2019

The following Management’s Discussion and Analysis, prepared as of April 29, 2020, should be read together with the annual consolidated financial statements for the year ended November 30, 2019 and related notes attached thereto, which are prepared in accordance with International Financial Reporting Standards. All amounts are stated in Canadian dollars unless otherwise indicated.

The reader should also refer to the annual consolidated audited financial statements for the years ended November 30, 2018 and 2017, and the Management’s Discussion and Analysis for those years.

Jaeger Resources Corp. (“Jaeger” or the “Company” or the “Corporation”) was incorporated on November 23, 1993 pursuant to the Alberta Business Corporations Act, is listed on the TSX Venture Exchange and trades under the symbol JAEG.

Additional information related to the Company is available on its website at www.jaegerresources.com and on SEDAR at www.sedar.com.

Business Overview

The Company is a junior natural resource company engaged in the acquisition, exploration and, if warranted, the development of mineral properties of merit. The Company is currently engaged in the exploration, evaluation and development of the Taylor Brook Property, located in the prolithic Bathurst Mining Camp, New Brunswick, which is host to several lead – zinc – silver deposits.

Overall Performance

During the year ended November 30, 2019 the Company spent $54,073 on mineral property expenditures on the Taylor Brook property compared to $17,457 during the year ended November 30, 2018. Please see Discussion of Operations for information on the Taylor Brook Property.

During the year ended November 30, 2019, the Company had a net loss of $62,183 compared to net income of $1,989,166 for the year ended November 30, 2018. The Company raised $95,446 from financing activities during the year ended November 30, 2019 compared to $40,067 raised from financing activities during the year ended November 30, 2018. As at November 30, 2019, the Company had a working capital deficiency of $451,104 compared to a working capital deficiency of $334,848 as at November 30, 2018.

Selected Annual Information

The following table sets forth selected audited financial information of the Company from the last three completed financial years ended November 30.

	Year Ended	Year Ended
	November 30, 2019	November 30, 2018	November 30, 2017
Net income(loss)	($62,183)	$1,989,166	$167,004
Basic and diluted income (loss) per share	(0.00)	0.13	0.01
Total assets	291,907	175,360	162,057

2

The Company’s net income in 2018 is primarily related to a gain on settlement of debt in the amount of $2,047,623. The Company’s net income during 2017 is primarily related to a foreign exchange gain in the amount of $361,569 mainly relating to the refundable warranty bond proceeds received.

Discussion of Operations

Taylor Brook Property, New Brunswick

On February 22, 2017, the Company entered into an Option Agreement (the” Agreement”) with Stratabound Minerals Corp. (TSXV:SB) (“Stratabound”) to acquire an 80 % interest in the Taylor Brook Property (the “Property”).

Under the terms of the Agreement Jaeger issued 1,000,000 common shares to Stratabound upon execution of the Agreement, an additional 1,000,000 common shares were issued to Stratabound on the one year anniversary of the Agreement and Jaeger is required to incur cumulative exploration expenditures of $500,000 over a three year period.

On May 15, 2019 Jaeger entered into an Amending Agreement (the “Amending Agreement”) with Stratabound The Amending Agreement extends the Agreement to February 22, 2023 and requires Jaeger to make $500,000 (the original exploration commitment) in cumulative exploration expenditures on the Property and maintain the Property in good standing. This includes $125,000 in cumulative exploration expenditures by February 22, 2020; $200,000 by February 22, 2021; and $300,000 by February 22, 2022. Jaeger issued 1,600,000 common shares to Stratabound as consideration for the Amending Agreement.

The historical mineral resource estimates ((Wardrop/TetraTech, 2011)) for the Taylor Brook deposit at 1.60% ZnEQ% cut-off grade are:

• an Indicated Resource of 243,000 t at 1.69 Zn%, 0.85 Pb%, 0.02 Cu% and 33.42 g/t Ag

• an Inferred Resource of 102,000 t at 1.70 Zn%, 0.87 Pb%, 0.02 Cu% and 32.59 g/t Ag

(for further information the reader is referred to the company website):

As currently known this sub-economic deposit has a strike length of approximately 650 m and a down-dip extent of greater than 600 m. It comprises one to four stratabound horizons of heavily disseminated to semi-massive and massive sulphides.

The historical PEA further notes that the Taylor Brook deposit appears to have a nucleus of higher grade massive sulphides concentrated in the northwest of the deposit, and proposes that 11 of the 24 proposed holes be drilled along the western edge of the deposit, as there has been no drilling to determine the western extent of the massive sulphide zones. This deposit appears to have several mineralized horizons,

Jaeger can joint venture with Stratabound when all option conditions are met which then “triggers” the JV clause. Stratabound can enter the JV or retain a 3% NRS and Jaeger assumes 100% of the property.

Exploration Plan

The following information relating to the Exploration Program is forward-looking information.

The reader is cautioned that assumptions used in the preparation of forward-looking information, which are considered reasonable by Jaeger at the time of preparation, may prove to be incorrect. Actual results achieved will vary from the information provided and the variations may be material. The material risk factors that could cause actual results to differ materially from the forward-looking information below include unavailability of financing, a shortage of qualified personnel and equipment, an unstable political environment and poor weather conditions.

==> picture [65 x 49] intentionally omitted <==

MD&A November 30, 2019

3

The material factors or assumptions used to develop the forward-looking information below include adequate financing, sufficient qualified personnel and equipment, a stable political environment and good weather conditions.

On July 17, 2019, Jaeger announced the completion of the magnetometer and VLF geophysical surveys on the Taylor Brook zinc – lead – silver property in New Brunswick.

New and untested magnetometer and VLF anomalies were located on the western and southern sections of the new grid. (see press releases dated February 26 and June 20, 2019). These anomalies occur in an area where little to no exploration work has been conducted. Results of the previous surveys necessitated 33 kms of additional line cutting followed up with magnetometer and VLF geophysical surveys which were completed in November.

The purpose of these surveys was to map areas of known mineralization and areas that have not been previously explored, specifically in the western and southern areas of the property. The magnetometer survey was conducted in order to map the gabbro/diabase and delineate other magnetic anomalous areas that could be associated with mineralization. The VLF survey was conducted in order to delineate potential conductive zones of mineralization and to map potential structural features that are associated with mineralization. These types of surveys are best known for locating mineralization in the Bathurst Mining Camp.

A mineralogical and lithogeochemical study with emphasis on trace element geochemistry was initiated in August, 2019. This study is important for understanding the ore, waste rock and tailings components of any deposit and their impact on the environment and reclamation. This study also has the potential for discovering and locating additional mineralization on the property and also as an aid in drilling. A data compilation of a previously published lithogeochemical database together with some sampling in 2019 was completed.

The acquisition of 16 claims in July, 2019 was done in order to expand the Taylor Brook Property to cover areas that may have mineralization potential as deduced from the magnetometer and VLF geophysical surveys of July 17.

Results from exploration in 2019 indicate additional line cutting and geophysical surveys are warranted, which will be carried out in 2020.

Bruce Downing, MSc, PGeo, Qualified Person under NI 43-101, has reviewed and approved the scientific and technical information disclosed in the MD&A.

Risks and Uncertainties

The Taylor Brook Property is at early stage of development and there is no certainty that the property will ever be put into commercial production.

There is no assurance that the Company will be able to acquire new mineral properties of merit for exploration and development.

There is no assurance that the Company will continue to raise sufficient funds for its operating activities and ongoing exploration programs.

Summary of Quarterly Results

	Three Month Period Ended	Three Month Period Ended	Three Month Period Ended
	November 30, 2019	August 31, 2019	May 31, 2019	February 28, 2019
Revenue	$Nil	$Nil	Nil	$nil
Net income(loss)	(308,213)	280,943	(23,290)	(11,623)
Net Income (loss) per share, basic and diluted	(0.00)	0.00	(0.00)	(0.00)

==> picture [65 x 49] intentionally omitted <==

MD&A November 30, 2019

4

Three Month Period Ended

	November 30, 2018	August 31, 2018	May 31, 2018	February 28, 2018
Revenue	$nil	$nil	$nil	$nil
Net income(loss)	1,953,511	156,058	(53,403)	(67,000)
Net Income (loss) per share, basic and diluted	0.12	0.01	(0.00)	(0.00)

The Company’s net income in the quarter ended November 30, 2018 is primarily related to a gain on settlement of debt in the amount of $2,047,623.

Liquidity and Capital Resources

The Company relies on private placements, advances from directors and the exercise of stock options and warrants to finance its operating activities and exploration and development programs.

	November 30, 2019	November 30, 2018
Workingcapital deficiency	$451,104	$334,848
Deficit	25,466,514	25,404,331

Net cash used in operating activities for the year ended November 30, 2019 was $86,284 compared to net cash used of $31,110 during the year ended November 30, 2018.

Net cash used in investing activities for the year ended November 30, 2019 was $7,395 compared to net cash of $18,203 used in investing activities for the year ended November 30, 2018.

Financing activities provided cash of $95,446 during the year ended November 30, 2019 compared to $40,067 for the year ended November 30, 2018.

Related Party Transactions

During the year ended November 30, 2019, the Company incurred rent of $9,456 (2018 - $8,668) to a company wholly-owned by Russel Renneberg, a director of the Company.

During the year ended November 30, 2019, the Company paid directors’ fees of $16,000 (2018 - $16000) of which $4,000 was paid to Bruce Downing, the CEO and a director of the Company; $4,000 was paid to Don Bossert, the CFO and a director of the Company; $4,000 was paid to Russel Renneberg, a director of the Company and $4,000 was paid to Peter Gommerud, a director of the Company.

During the year ended November 30, 2019, the Company incurred $nil (2018 - $129,854) of interest expense on related party loans.

During the year ended November 30, 2019, geological fees of $44,800 (2018 - $nil) to Bruce Downing, the CEO and a director of the Company.

As at November 30, 2019, included in accounts payable and accrued liabilities is $86,214 (2018 - $17,058) owed to officers and directors of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand.

==> picture [65 x 49] intentionally omitted <==

MD&A November 30, 2019

5

Financial Instruments and Risks

(a) Fair Values

Fair value measurements are classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The fair value hierarchy has the following levels:

• Level 1 - valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

• Level 3 - valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair values of financial instruments, which include cash, amounts receivable, accounts payable and accrued liabilities, and amounts due to related parties, approximate their carrying values due to the relatively short-term maturity of these instruments.

(b) Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consists primarily of cash and amounts receivable. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. Amounts receivable consists of GST receivable. GST receivable is due from the Government of Canada. The carrying amount of financial assets represents the maximum credit exposure.

• (c) Foreign Exchange Rate Risk

The Company is exposed to foreign currency risk, as certain monetary financial instruments are denominated in U.S dollars. As at November 30, 2019, total assets and liabilities include accounts payable of the Canadian equivalent of US$201,394 (2018 – US$201,394). The Company’s sensitivity analysis suggests that a change in the absolute rate of exchange in the U.S dollar by 5% would increase or decrease net loss by approximately $13,000 The Company does not use derivative instruments to hedge exposure to foreign exchange rate risk.

• (d) Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company manages its interest rate risk by maximizing the interest earned on excess funds while maintaining the liquidity necessary to fund daily operations. Fluctuations in market interest rates do not have a significant impact on the Company’s results of operations due to the short term to maturity of the investments held.

• (e) Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company currently settles its financial obligations out of cash. The ability to do this is dependent on the Company raising debt or equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.

• (f) Price Risk

The Company is exposed to price risk with respect to commodity prices. The Company’s ability to raise capital to fund exploration and development activities is subject to risks associated with fluctuations in the market price of commodities.

==> picture [65 x 49] intentionally omitted <==

MD&A November 30, 2019

6

Accounting Standards Issued But Not Yet Effective

A number of new standards, and amendments to standards and interpretations, are not yet effective for the year ended November 30, 2019 and have not been applied in preparing the consolidated financial statements.

• IFRS 16, Leases (New)

The Company has not early adopted these revised standards and has determined that the implementation of these standards will not have a material impact on the Company’s consolidated financial statements.

Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements.

Exploration and Evaluation Assets

	Taylor Brook
	$
Acquisition costs:
Balance, November 30, 2017	80,000
Additions	35,000
Balance, November 30, 2018	115,000
Additions	32,000
Balance,November 30,2019	147,000
Mineral exploration costs:
Balance, November 30, 2017	36,654
Geological	17,547
Balance, November 30, 2018	54,201
Assays	1,559
Claims renewal fees	1,700
Geological (Note 4)	47,750
Geophysical surveys and maps	17,041
Travel	6,068
Mineral explorations tax credits received	(20,045)
Balance,November 30,2019	108,274
Carrying amounts:
Balance,November 30,2018	169,201
Balance,November 30,2019	255,574

General & Administrative Expenses

Expense	Year Ended November 30, 2019	Year Ended November 30 2018
Bad debts	$-	$13,829
Consultingfees	5,200	8,825
Directors’ fees	16,000	16,000
Insurance	8,942	6,549

==> picture [65 x 49] intentionally omitted <==

MD&A November 30, 2019

7

7
Investor relations	250	4,263
Office and miscellaneous	2,171	12,314
Professional fees	14,100	12,898
Rent	9,456	8,668
Transfer agent and regulatoryfees	13,173	12,813
TOTAL	$69,292	$96,159

Fourth Quarter

See summary of quarterly results.

Disclosure of Outstanding Share Data as at April 29, 2020

Common shares (basic) 48,084,187 Common shares (fully-diluted) 48,084,187

==> picture [65 x 49] intentionally omitted <==

MD&A November 30, 2019