Jaeger Resources Corp. — Management Reports 2022

Mar 31, 2022

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FORM 51-102F1 MANAGEMENT’S DISCUSSION AND ANALYSIS YEAR ENDED NOVEMBER 30, 2021

The following Management’s Discussion and Analysis, prepared as of March 30, 2022, should be read together with the audited consolidated financial statements for the year ended November 30, 2021 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 audited consolidated audited financial statements for the years ended November 30, 2020 and 2019, 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, 2021 the Company incurred $29,657 on mineral property expenditures on the Taylor Brook property compared to $100,435 during the year ended November 30, 2020. Please see Discussion of Operations for information on the Taylor Brook Property.

During the year ended November 30, 2021, the Company had a net loss of $71,361 compared to a net loss of $105,222 for the year ended November 30, 2020. The Company raised $45,340 from financing activities during the year ended November 30, 2021 compared to $107,100 during the year ended November 30, 2020. As of November 30, 2021, the Company had a working capital deficit of $336,985 compared to $303,307 as of November 30, 2020.

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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.

On July 31, 2020 Jaeger entered into an 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; $300,000 by February 22, 2023; and $500,000 by February 22, 2024.

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.

The Company has initiated sharing exploration geophysical data through a Memorandum of Understanding with Trevali Mining Corp. (see press release of December 2, 2020) regarding Jaeger’s Taylor Brook Property and Trevali’s Stratmat Property. The Stratmat “Shear Zone” is continuous onto the Taylor Brook Property and there are many similar geophysical anomalies that warrant further investigation. Owing to similarities in geology, structures, lithogeochemistry and geophysical signatures, data co-operation is mutually beneficial to develop further deposits.

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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 2021 consisted of new line cutting (25 kms), magnetometer and VLF geophysical surveys over this area. 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. One anomalous area extended onto unclaimed area which was subsequently staked in December, 2021 will warrant additional line cutting and geophysical surveys to be carried out in 2022.

A further mineralogical and lithogeochemical study with emphasis on trace element geochemistry was completed in 2021. 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 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.

From the magnetometer and VLF geophysical surveys conducted in 2021, selected areas were identified as anomalous and will be the focus of a horizontal loop electromagnetic geophysical survey in 2022.

The reader is encouraged to review the updated technical information and maps on the Company website.

As an adjunct to the exploration at Taylor Brook, the Company undertook preliminary sampling of the gabbro within the Property with an interest in scandium. The petrographic study and analytical results indicate that scandium is associated with ilmenite. Further work will be required to determine if there is a scandium resource. Note that a major mining company has recently commissioned a plant to process scandium from ilmenite.

The Company also undertook a preliminary prospecting and sampling program for scandium of a zoned intrusive complex in British Columbia. The results are encouraging and further work will be conducted in 2022.

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.

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Coronavirus Pandemic

The current outbreak of COVID-19 and any future emergence and spread of similar pathogens could have an adverse impact on global economic conditions, which may adversely impact the Company’s operations, and the operations of its suppliers, contractors and service providers, the ability to obtain financing and maintain necessary liquidity. The outbreak of COVID-19 and political upheavals in various countries have caused significant volatility in commodity prices. While these effects are expected to be temporary, the duration of the business disruptions internationally and related financial impact cannot be reasonably estimated at this time.

Similarly, the Company cannot estimate whether or to what extent this outbreak and the potential financial impact may extend to countries outside of those currently impacted. Travel bans and other government restrictions may also adversely impact the Company’s operations.

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, 2021	November 30, 2020	November 30, 2019
Netloss	$(71,361)	$(105,222)	$(62,183)
Basic and diluted loss per share	(0.00)	(0.00)	(0.00)
Total assets	375,024	410,987	297,907

Summary of Quarterly Results

The following is a summary of the Company’s financial results for the eight most recently completed quarters:

	Three Month Period Ended	Three Month Period Ended	Three Month Period Ended
	November 30, 2021	August 31, 2021	May 31, 2021	February 28, 2021
Revenue	$Nil	$Nil	$Nil	$Nil
Netloss	(7,539)	(27,659)	(22,451)	(13,712)
Net 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
	November 30, 2020	August 31, 2020	May 31, 2020	February 29, 2020
Revenue	$Nil	$Nil	$Nil	$Nil
Netloss	(58,043)	(19,089)	(12,691)	(15,399)
Net loss per share, basic and diluted	(0.00)	0.00	(0.00)	(0.00)

Liquidity and Capital Resources

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

	November 30, 2021	November 30, 2020
Working capital(deficiency)	$(336,985)	$(303,307)
Deficit	25,643,097	25,571,736

Net cash used in operating activities for the year ended November 30, 2021 was $72,111 compared to net cash used of $41,648 during the year ended November 30, 2020.

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Net cash provided by investing activities for the year ended November 30, 2021 was $7,909 compared to net cash of $47,718 used in investing activities for the year ended November 30, 2020.

Financing activities provided net cash of $45,340 during the year ended November 30, 2021 compared to net cash of $107,100 provided by financing activities for the year ended November 30, 2020.

Off Balance Sheet Arrangements

The Company does not utilize off-balance sheet arrangements.

Related Party Transactions

During the year ended November 30, 2021, the Company incurred rent of $9,456 (2020 - $9,456) to a company wholly-owned by Russel Renneberg, a director of the Company.

During the year ended November 30, 2021, the Company incurred directors’ fees of $16,000 (2020 - $16,000) of which $4,000 was incurred to Bruce Downing, the CEO and a director of the Company; $4,000 was incurred to Don Bossert, the CFO and a director of the Company; $4,000 was incurred to Russel Renneberg, a director of the Company, and $4,000 was incurred to Robert Michael Robb, a director of the Company.

During the year ended November 30, 2021, geological fees of $3,550 (2020 - $26,748) and consulting fees of $nil (2020 – $22,000) were incurred to the Bruce Downing, the CEO of the Company.

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, 2021 and have not been early adopted in preparing these consolidated financial statements. These new standards, and amendments to standards and interpretations are either not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements.

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, 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. 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.

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(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, 2021, total assets and liabilities include accounts payable of the Canadian equivalent of US$201,394 (2020 – 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 is not exposed to significant interest rate risk as it does not have any liabilities with variable rates.

(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.

Exploration and Evaluation Assets

Acquisition costs:
Balance, November 30, 2019, 2020 and 2021	$147,000
Mineral exploration costs:
Balance, November 30, 2019	108,274
Geological	55,044
Geophysical surveys and maps	45,391
Government grant received	(26,162)
Balance, November 30, 2020	182,547
Geological	29,657
Government grant received	(22,000)
Balance, November 30, 2021	190,204
Carrying amounts:
Balance, November 30, 2020	329,547
Balance, November30,2021	$337,204

General and Administrative Expenses

Expense	Year Ended November 30, 2021	Year Ended November 30, 2020
Consultingfees	$5,675	$25,950
Directors’ fees	16,000	16,000
Insurance	9,334	9,248
Investor relations	21,000	9,300
Office andmiscellaneous	3,001	10,900
Professional fees	10,740	15,690
Rent	9,456	9,456
Transferagent andregulatoryfees	13,439	15,107
TOTAL	$88,645	$111,651

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Disclosure of Outstanding Share Data as of March 30, 2022

Common shares (basic) 57,460,004 Common shares (fully-diluted) 60,286,004

As of March 30, 2022, the following share purchase warrants were outstanding:

Number of	Exercise
Warrants	Price	Expiry date
1,446,000	$0.08	November 27,2022
1,380,000	$0.10	November 27,2022
2,826,000