Jaeger Resources Corp. — Management Reports 2020

Sep 9, 2020

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FORM 51-102F1 MANAGEMENT’S DISCUSSION AND ANALYSIS NINE MONTHS ENDED AUGUST 31, 2020

The following Management’s Discussion and Analysis, prepared as of September 8, 2020, should be read together with the interim consolidated financial statements for the nine months ended August 31, 2020 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, 2019 and 2018, 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 nine months ended August 31, 2020 the Company spent $23,986 on mineral property expenditures on the Taylor Brook property compared to $72,654 during the nine months ended August 31, 2019. Please see Discussion of Operations for information on the Taylor Brook Property.

During the nine months ended August 31, 2020, the Company had a net loss of $47,179 compared to net income of $246,0748 for the nine months ended August 31, 2019. The Company raised $159,212 from financing activities during the nine months ended August 31, 2020 compared to $101,759 raised from financing activities during the nine months ended August 31, 2019. As at August 31, 2020, the Company had working capital of $7,261 compared to a working capital deficiency of $129,523 as at August 31, 2019.

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.

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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.

On July 31, 2020 Jaeger entered into a 2020 Amending Agreement (the “2020 Amending Agreement”) with Stratabound due to the impact of the Covid-19 pandemic; extending the remaining dates by one year. The 2020 Amending Agreement extends the Agreement to February 22, 2024 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, 2022; and $300,000 by February 22, 2023.

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 factor that could cause actual results to differ materially from the forwardlooking information is the uncertainty of access to adequate financing. The material factor or assumption used to develop the forward-looking information below is access to adequate financing.

Field work carried out in 2019 consisted of line cutting (52 kms), magnetometer and VLF geophysical surveys over the Property. New and untested magnetometer and VLF anomalies were delineated that have the potential for the discovery of new and additional zinc–lead–copper–silver zones in an area where little to no exploration work or drilling has been conducted. The style of geophysical characteristics appears to be similar to the Stratmat deposit located approximately 6.0 kilometers to the southwest. Results indicate additional line cutting (41 kms) and geophysical surveys are warranted, which will be carried out in 2020.

A preliminary 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.

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Thirty-six claims were staked in 2019 to cover the open and under-explored ground between the Taylor Brook Deposit and the Stratmat Deposit. No work has been carried out in this newly staked area since 1997. Several sulphide showings have been identified and interpreted from assessment reports that need follow up. The Taylor Brook property now consists of 70 claims (1540 hectares).

A favorable geological setting together with results of the work done to date show that the property has the potential for additional drill untested geophysical targets, specifically at depth. In order to continue to evaluate the economic potential of the Taylor Brook Property, a program of continued geophysical, geological and lithogeochemical surveys are warranted and to extend the grid to the west to cover known mineralized showings that have not been adequately explored.

Bruce Downing, MSc, PGeo, Qualified Person under NI 43-101, has reviewed and approved the scientific and technical information disclosed in the MD&A. For further technical information, please see the Company website www.jaegerresources.com .

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. As a result of the COVID-19 Pandemic the capital markets have experienced increased volatility which may further impact the Company’s ability to finance its operating activities and exploration programs.

Summary of Quarterly Results

	Three Month Period Ended	Three Month Period Ended	Three Month Period Ended
	August 31, 2020	May 31, 2020	February 29, 2020	November 30, 2019
Revenue	$Nil	$Nil	$Nil	$Nil
Netincome (loss)	(19,088)	(12,690)	(15,399)	(308,213)
Net Income (loss) per share, basic and diluted	(0.00)	(0.00)	(0.00)	(0.00)

Three Month Period Ended	Three Month Period Ended	Three Month Period Ended	Three Month Period Ended
	August 31, 2019	May 31, 2019	February 28, 2019	November 30, 2018
Revenue	$Nil	Nil	$nil	$nil
Netincome (loss)	280,943	(23,290)	(11,623)	1,953,511
Net Income (loss) per share, basic and diluted	0.00	(0.00)	(0.00)	0.12

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.

	August 31, 2020	November 30, 2019
Working capital(deficiency)	$7,2661	($451,104)
Deficit	25,227,067	25,466,514

Net cash used in operating activities for the nine months ended August 31, 2020 was $136,608 compared to net cash used of $9,535 during the nine months ended August 31, 2019.

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Net cash used in investing activities for the nine months ended August 31, 2020 was $23,986 compared to net cash of $72,654 used in investing activities for the nine months ended August 31, 2019.

Financing activities provided cash of $159,212 during the nine months ended August 31, 2020 compared to $101,759 for the nine months ended August 31, 2019.

Related Party Transactions

During the nine months ended August 31, 2020, the Company incurred rent of $7,092 (2019 - $7,092) to a company wholly-owned by Russel Renneberg, a director of the Company.

During the nine months ended August 31, 2020, the Company paid directors’ fees of $12,000 (2019 - $12,000) of which $3,000 was paid to Bruce Downing, the CEO and a director of the Company; $3,000 was paid to Don Bossert, the CFO and a director of the Company; $3,000 was paid to Russel Renneberg, a director of the Company and $3,000 was paid to Peter Gommerud, a director of the Company.

During the nine months ended August 31, 2020, geological fees of $4,800 (2019- $nil) to Bruce Downing, the CEO and a director of the Company.

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 consist 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) 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.

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(d) 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.

• (e) 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.

Accounting Standards Issued But Not Yet Effective

A number of new standards and amendments to standards and interpretations, are not yet effective for the nine months ended August 31, 2020 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	Taylor Brook
	$
Acquisition costs:
Balance, December 1, 2016		-
Additions		80,000
Balance,November 30,2017		80,000
Additions		35,000
Balance,November 30,2018		115,000
Additions		32,000
Balance,November 30,2019		147,000
Additions		-
Balance, August 31, 2020		147,000
Mineral Property costs
Balance, December 1, 2016		-
Geology		1,700
Drilling		34,954
Sub-total of costs for theperiod		36,654
Balance,November 30,2017	$	36,654
Balance, December 1, 2017		36,654
Geology		17,547
Sub-total of costs for theperiod		17,547
Balance,November 30,2018	$	54,201
Balance, December 1, 2018		54,201

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Geology		54,073
Sub-total of costs for theperiod		54,073
Balance November 30,2019		$108,274
Balance, December 1, 2019		108,274
Geology		23,985
Sub-total of costs for theperiod		23,985
Balance, August 31, 2020		$ 132,260
CarryingAmounts
Balance,November 30,2017		$116,654
Balance,November 30,2018		$169,201
Balance,November 30,2019		$255,274
Balance, August 31, 2020		$ 279,260

General & Administrative Expenses

Expense	Nine Months Ended August 31, 2020	Nine Months Ended August 31, 2019
Advertising and promotion	$-	$250
Consultingfees	3,950	2,825
Interest and bankcharges	257	945
Insurance	6,864	6,707
Office and general	150	-
Professional fees	4,190	2,500
Rent	7,092	7,092
Salaries, director’sfees andrelated benefits	12,000	12,000
Telephone and utilities	723	873
Transferagent andregulatoryfees	11,953	11,810
Traveland accommodation	-	3,710
TOTAL	$47,179	$48,712

Disclosure of Outstanding Share Data as at September 8, 2020

Common shares (basic) 54,634,004 Common shares (fully-diluted) 54,634,004