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Jayden Resources Inc. Interim / Quarterly Report 2021

May 26, 2021

43662_rns_2021-05-26_c27f449d-2178-41c1-bf8f-858a02c95ff8.pdf

Interim / Quarterly Report

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JAYDEN RESOURCES INC. Management’s Discussion and Analysis For the three-month period ended March 31, 2021

JAYDEN RESOURCES INC. INTERIM MANAGEMENT DISCUSSION & ANALYSIS – QUARTERLY HIGHLIGHTS FOR THE THREE MONTHS ENDED MARCH 31, 2021

This interim Management Discussion and Analysis – Quarterly Highlights (“Interim MD&A”) has been prepared as of May 26, 2021. This interim MD&A updates disclosure previously provided in our Annual MD&A, up to the date of this Interim MD&A, and should be read in conjunction with our unaudited interim financial statements for the three months ended Marc 31, 2021 and 2020 (our “Interim Financial Statements”), our audited Financial Statements for the years ended December 31, 2020 (our “Audited Financial Statements”) and our Annual MD&A for the year ended December 31, 2020 (our “Annual MD&A”).

Our Interim Financial Statements have been prepared by management in accordance with International Financial Reporting Standards (“IFRS”) and all amounts are expressed in Canadian dollars unless otherwise noted. Our accounting policies are described in note 3 of our Audited Financial Statements. Additional information relating to the Company is available on SEDAR at www.sedar.com.

Caution on Forward-Looking Information

This MD&A may include forward-looking statements and forward-looking information, such as estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Since forward-looking statements and forward-looking information addresses future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.

The forward-looking statements in this MD&A do not include a full assessment or reflection of the unprecedented impacts of the COVD-19 pandemic occurring in the first quarter of 2021 and the ongoing and developing indirect global and regional impacts. It is anticipated that the spread of COVID-19 and the global measures to contain it, will have an impact on the Company, however, it is challenging to quantify the potential magnitude of such impact at this time.

FINANCIAL POSITION AND LIQUIDTY

Review of Financial Results

Three Months Ended Three Months Ended
**Mar 31, 2021 ** **Dec 31, 2020 Sept 30, 2020 Jun ** 30, 2020
Net Income (Net loss) (102,463) (67,311) (50,770) (74,892)
Basic and diluted loss per share (0.00) (0.00) (0.00) (0.00)
Total assets 450,435 350,069 153,650 16,318
Working capital 268,189 272,852 (64,037) (153,267)
**Three ** Months Ended
**Mar 31, 2020 ** **Dec 31, 2019 Sept 30, 2019 Jun ** 30, 2019
Net loss (25,991) 5,424,181 (39,023) (98,422)
Basic and diluted loss per share (0.00) 0.06 (0.00) (0.00)
Total assets 31,978 57,407 109,124 177,958
Working capital (78,375) (52,384) 1,340 43,363

JAYDEN RESOURCES INC. Management’s Discussion and Analysis For the three-month period ended March 31, 2021

During the quarter ended March 31, 2021, the Company incurred a net loss of $102,463 compared to $25,991 for the quarter ended March 31, 2020. Significant items making up the change in net loss for the three months ended March 31, 2021, as compared to the three months ended March 31, 2020 were as follows:

  • Administrative expenses increased to $102,463 (2020: $26,156) as the Company has increased the cost of office overhead. Increase has mainly been due to increase in corporate administration fees to $36,242 (2020: $3,478), increase in consulting fees to $42,000 (2020: $15,000), and increase in regulatory and shareholder services to 18,689 (2020: 5,882).

Operating Activities

The Company’s cash used in operating activities was $32,319 (2020: $32,095). The cash used in operating activities remained stable for the periods ended March 31, 2021 and 2020.

Investing Activities

The Company’s cash provided by (used in) investing activities was ($27,200) (2020: $165). The Company’s principal investing activity is the acquisition and exploration of its resource properties. During the three months period ended March 31, 2021, the Company incurred acquisition cost of $25,000 (2020: $nil) and exploration expenditures of $2,200 (2020: $nil).

Financing Activities

The Company’s cash inflow provided by financing activities was $125,000 (2020: $nil), which was due to the proceeds from private placement (2020: $nil).

Cash Resources and Going Concerns

At March 31, 2021, the Company had $410,301 in cash and working capital of $268,189. To continue to maintain the property in the future, the Company will have to raise additional equity or form strategic partnerships; however, there cannot be any certainty that additional financing can be raised or strategic partnerships can be found.

OPERATIONS

On September 4, 2020, Jayden announced that it had entered into a property option agreement with Teuton Resources Corp. (TSXV:TUO) to acquire up to a 75% interest in the Harry and Outland Silver Bar properties (the “Property”) which are located in the Skeena Mining Division approximately 30km northwest of Stewart, BC.

The Property consists of 3 contiguous claims that cover a gross area of approximately 1,333 hectares. As per an April 2019 National Instrument 43-101 Technical Report on the property, the majority of the Property including the Outlander claim lies along the NW portion of a geological corridor prospective for gold-silver mineralization that is up to 3 kilometers wide. It is at least 15 kilometers long extending from south of the Premier Mine, possibly in the US, north to the Scottie Gold Mine and beyond. Within this mineralized corridor, there are a number of gold/silver deposits as well as numerous prospects. Deposits within this corridor include the Premier, Big Missouri, Silver Coin, Martha Ellen and Mt Dilworth.

On December 9, 2020, Teuton announced that it had discovered a new zone of mineralization on the Harry Property containing 7.86 ozs/ton over 2 metres.

On February 17, 2021, the Company entered into a property option agreement with three arm’s length vendors (the “Optionors”) to acquire a 100% interest in the Storm Lake Gold Property located in the Frotet-Evans Greenstone Belt in central Quebec. Under the terms of the agreement, the Company can acquire a 100% interest in the Storm Lake Gold Property by making cash and share payments to the Optionors totaling $750,000 and 19,800,000 common shares respectively. Upon TSXV approval of the transaction (the “Effective Date”), the Company will pay

JAYDEN RESOURCES INC. Management’s Discussion and Analysis For the three-month period ended March 31, 2021

$200,000 and issued 6,600,000 shares to the Optionors. On the nine (9) month anniversary of the Effective Date an additional 6,600,000 shares will be issued. On the fifteen (15) month anniversary of the Effective Date an additional $300,000 and 6,600,000 shares; and on the thirty (30) month anniversary of the Effective Date a further $250,000.

Jayden management continues to explore options for the future of the Company and will keep shareholders apprised to any developments as they progress.

EXPLORATION AND EVALUATION ASSETS

The Company has entered into a property option agreement (the “Agreement”) with Teuton Resources Corp. (“Teuton”) for the acquisition of the Harry and Outland Silver Bar properties (the “Property”) on September 4, 2020. Pursuant to the terms of the Agreement, the Company may acquire an initial 55% interest in the Property by making the following:

Date Cash Expenditures
Upon signing (paid) $ 25,000 $ -
First anniversary of the effective date 30,000 100,000
Second anniversary of the effective date 35,000 250,000
Third anniversary of the effective date 40,000 300,000
Fourth anniversary of the effective date 50,000 500,000
Fifth anniversary of the effective date - 850,000
$ 180,000 $ 2,000,000

An additional 20% interest in the Property can be acquired by Jayden taking the Property into commercial production on or before January 12, 2036. Teuton will retain a 2% net smelter royalty on the Property. The Company has received final acceptance from the TSX Venture Exchange and the first payment of $25,000 was paid on January 15, 2021.

The schedule below outlines the costs incurred on the Property as at March 31, 2021:

As at December 31 Additions/ As at March 31
2020 (Writedowns) 2021
$ $ $
Acquisition
Acquisitioncosts - 25,000 25,000
- 25,000 25,000
Cumulative to Expenditures Cumulative to
December 31, 2020 during the period March 31, 2021
Exploration and evaluation expenditures $ $ $
Geologicalconsulting - 2,200 2,200
Totalexplorationand evaluationexpenditures - 2,200 2,200

JAYDEN RESOURCES INC. Management’s Discussion and Analysis For the three-month period ended March 31, 2021

ADDITIONAL DISCLOSURE

Disclosure of outstanding share data

  • (a) Share capital

Outstanding share data as at March 31, 2021:

The authorized share capital of the Company is 5,000,000,000 common shares without par value.

As at March 31, 2021, the Company has 104,115,746 issued and outstanding common shares.

During the period ended March 31, 2021, 2,500,000 common shares were issued.

During the year ended December 31, 2020, 9,300,000 common shares were issued.

During the year ended December 31, 2020, the Company also settled debt owing to its creditors in the amount of $65,352. The Company issued an aggregate of 1,320,000 common shares of the Company at a value of $0.06 per share in settlement of the debt.

Outstanding share data as at the date of this MD&A:

As at the date of this MD&A, the Company has 104,115,746 issued and outstanding common shares.

  • (b) Stock options

The Company has a stock option plan whereby the maximum number of shares subject to the plan, in the aggregate, shall not exceed 10% of the Company's issued and outstanding shares. The maximum term of any option will be ten years and the vesting is at the direction of the board, however, options granted to consultants performing “investor relations’ activities” must at a minimum vest in stages over a period of not less than twelve months, with no more than ¼ of the options vesting in any three month period or such longer period as the board determines. The exercise price shall be no less than the discount market price as determined in accordance with TSE policies.

There were no stock option transactions for the period ended March 31, 2021.

There were no stock option transactions for the year ended December 31, 2020.

The Company had no stock options outstanding as at March 31, 2021 and December 31, 2020.

  • (c) Share purchase warrants

Share purchase warrant transactions and the number of share purchase warrants outstanding as at March 31, 2021, and December 31, 2020 are summarized as follows:

JAYDEN RESOURCES INC. Management’s Discussion and Analysis For the three-month period ended March 31, 2021

Number of Weighted Average Weighted Average
Warrants Exercise Price Expiry Date Remaining Life
Balance, December 31, 2019 - $ -
Granted Duringthe Year 9,300,000 $ 0.07 November 5,2022 1.60years
Balance, December 31, 2020 9,300,000 $ 0.07
Granted Duringthe Year 2,500,000 $ 0.07 January12,2023 1.79years
Balance, March 31, 2021 11,800,000 $ 0.07 1.64years

Related Party Transactions

The Company entered into the following material related party transactions during the following periods:

Notes
Management services provided by
- Baron Global Financial Canada Ltd.
(1)
- David Eaton
(2)
March31,
March31,
Three Months Ended
2021
2020
$ $ 30,000
-
24,000
-

The following table outlines the Company’s related party payables:

Notes
Amounts due to related companies/ directors
- Baron Global Financial Canada Ltd.
(1)
- David Eaton
(2)
- Denise Lok
(3)
March31,
December31,
As at
2021
2020
$ $ 31,957
-
107,450
75,600
2,317
-

(1) Baron Global Financial Canada Ltd provided CFO and corporate advisory services.

(2) Mr. David Eaton, officer of the Company, provided CEO services.

(3) Ms. Denise Lok serves on the Company’s Board of Directors and Audit Committee.

CAPITAL RISK MANAGEMENT

The Company’s capital management objectives are to ensure the Company’s ability to continue as a going concern so as to benefit from its operations to provide an adequate return for its shareholders.

The Company manages its capital structure and makes adjustments to it based on the funds available to the Company in order to support the acquisition, exploration and development of mineral properties. The Company defines capital that it manages as its shareholders’ equity. 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.

The Company has historically relied on the equity markets to fund the acquisition, exploration and development of mineral properties. In addition, the Company is dependent upon external financings to fund activities. In order to carry out planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional funds as needed. The Company will continue to assess new properties and seek to

JAYDEN RESOURCES INC. Management’s Discussion and Analysis For the three-month period ended March 31, 2021

acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

The Company is not subject to externally imposed capital requirements.

COVID-19

Given the ongoing and dynamic nature of the circumstances surrounding the COVID-19 pandemic, it is difficult to predict how significant the impact of COVID-19, including any responses to it, will be on the global economy and the business of the Company or for how long any disruptions are likely to continue. The extent of such impact will depend on future developments, which are highly uncertain, rapidly evolving and difficult to predict, including new information which may emerge about COVID-19 and additional actions which may be taken to contain it. Such developments could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flow, and exposure to credit risk.

The Company is constantly evaluating the situation and monitoring any impacts or potential impacts to its business.

Subsequent events

On February 17, 2021, the Company entered into a property option agreement with three arm’s length vendors (the “Optionors”) to acquire a 100% interest in the Storm Lake Gold Property located in the Frotet-Evans Greenstone Belt in central Quebec. Under the terms of the agreement, the Company can acquire a 100% interest in the Storm Lake Gold Property by making cash and share payments to the Optionors totaling $750,000 and 19,800,000 common shares respectively. Upon TSXV approval of the transaction (the “Effective Date”), the Company will pay $200,000 and issued 6,600,000 shares to the Optionors. On the nine (9) month anniversary of the Effective Date an additional 6,600,000 shares will be issued. On the fifteen (15) month anniversary of the Effective Date an additional $300,000 and 6,600,000 shares; and on the thirty (30) month anniversary of the Effective Date a further $250,000.

Additional Disclosure for Venture Issuers without Significant Revenue

Additional disclosure concerning the Corporation’s general and administrative expenses and mineral property costs is provided in the Interim Financial Statements and related notes that are available on the SEDAR website www.sedar.com.