Jericho Energy Ventures Inc. — Management Reports 2021

Apr 30, 2021

JERICHO ENERGY VENTURES INC. MANAGEMENT DISCUSSION AND ANALYSIS (“MD&A”) For the year ended December 31, 2020 (Expressed in CDN$ unless otherwise indicated)

The following Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations of Jericho Energy Ventures Inc., formerly Jericho Oil Corporation, (“Jericho” or “the Company”) for the three months and year ended December 31, 2020 is dated April 28, 2021 and should be read in conjunction with the Company’s audited consolidated financial statements for the years ended December 31, 2020 and 2019. The audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS” or “GAAP”) as issued by the International Accounting Standards Board.

INTRODUCTION

Jericho was incorporated on October 21, 2010 under the Laws of British Columbia and was listed on the TSX Venture Exchange after completion of its initial public offering on May 29, 2012. The Company’s name was changed from Dakar Resource Corp. to Jericho Oil Corporation in 2014, and to Jericho Energy Ventures in March 2021. The Company trades on the TSX Venture Exchange under the symbol “JEV”, and on the United States OTC exchange under the symbol “JROOF”. The head office, principal address and records office of the Company are located at Suite 2100, 1055 West Georgia Street, Vancouver, British Columbia, Canada, V6E 3P3.

Consistent with the Company’s name change in March 2021, Jericho began expanding its energy portfolio and will focus on advancing the global low-carbon energy transition with investments in hydrogen technologies, energy storage, carbon capture and new energy systems. Jericho’s first step to diversify its business into clean energy was executed with the acquisition of the assets of California-based Hydrogen Technologies Inc. during the first quarter of 2021. For further discussion of the Company’s diversification efforts, see the section 2021 Outlook in this MD&A.

Jericho’s legacy business is an independent crude oil and natural gas company engaged in the exploration, development and production of crude oil and natural gas. The financial condition and results of operations of the Company discussed in this MD&A are derived from this business. The revenues, operating income, and cash flows discussed are derived from the sale of crude oil and natural gas. Jericho’s operations are primarily focused on exploration and development activities in the Anadarko Basin STACK Play, Hunton, Mississippi Lime and Woodford Shale formations in Oklahoma. The Company has approximately 55,000 net acres of developed and undeveloped acreage.

Jericho conducts its oil and gas operations through its subsidiaries and various joint arrangements in the states of Oklahoma and Kansas. The Company classifies its interests in joint arrangements as either joint operations (if Jericho has rights to the assets and obligations for the liabilities relating to an arrangement), or joint ventures (if Jericho has rights only to the net assets of an arrangement).

In the case of a joint operation, the Company combines its share of the joint operations’ individual income and expenses, assets and liabilities and cash flows on a line-by-line basis with similar items in the Company’s consolidated financial statements. Jericho’s oil and gas interests in Kansas are considered joint operations and therefore it records its proportionate share of revenues, expenses, assets and liabilities in its consolidated financial statements.

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Jericho Energy Ventures Inc. (Formerly Jericho Oil Corporation) Management’s Discussion and Analysis For the Year Ended December 31, 2020

In the case of a joint venture whereby the participating parties have joint control and only rights to the net assets of the arrangement, the Company accounts for its interests using the equity method. Under the equity method of accounting, the carrying amount of the investment reflected on the Consolidated Statement of Financial Position as Equity investments is adjusted to recognize changes in Jericho’s share of net assets of each joint venture since the acquisition date less distributions received or any impairments. Jericho’s share of the results of operations of its joint ventures and associates is reflected on the Consolidated Statement of Comprehensive Income (Loss) as Share of income (loss) from equity investments.

As of December 31, 2020, the majority of Jericho’s oil and gas operations were held in Oklahoma with operations conducted through various joint ventures and associates accounted for using the equity method. At December 31, 2020 and December 31, 2019, the Company held the following joint ventures and associates in Oklahoma:

	December 31, 2020	December 31, 2019
Eagle Road Oil, LLC (“Eagle Road”)	50 %	50 %
Lurgan Oil, LLC (“Lurgan”)	50 %	50 %
Jericho Buckmanville Oil, LLC (“Buckmanville”)	50 %	50 %
RSTACK Walnut, LLC (“Walnut”)	26.5 %	26.5 %
CherryRancher,LLC(“CherryRancher”)	31 %	31 %

The following discussion will summarize the results of operations for Jericho and its related joint arrangements in Kansas and Oklahoma.

OVERALL PERFORMANCE AND RESULTS OF OPERATIONS

Jericho’s joint ventures in Central Oklahoma continue to operate with a goal of maximizing cash flow through cost reduction efforts while navigating the sustained impacts on the oil and gas industry caused by the COVID19 pandemic. Actions taken by governments and businesses to combat the disease have materially impacted the demand for the Company’s hydrocarbon products, created even greater volatility in oil prices, and created significant uncertainty in forecasting future demand and prices. This uncertainty has resulted in significant variances between spot and forward oil prices. The impacts of these events are reflected in the Company’s results of operations reported and forecasted reserve asset values for 2020.

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Jericho Energy Ventures Inc. (Formerly Jericho Oil Corporation) Management’s Discussion and Analysis For the Year Ended December 31, 2020

OVERALL PERFORMANCE AND RESULTS OF OPERATIONS (continued)

The following table summarizes the results of operations for Jericho for the three and twelve months ended December 31, 2020, compared with the same periods of 2019.

	Three Months Ended December 31, 2020 2019	Year Ended December 31,
		2020 2019
Net crude oil revenue Operating expenses Production costs Depletion, depreciation and amortization Accretion of decommissioning liabilities General and administrative expenses Foreign exchange(gain)loss	$ 3,127 $ 60,431 16,615 48,004 261 29,411 1,068 1,081 733,486 542,655 (10,153) 20,089	$ 55,550 $ 237,649 87,694 239,791 23,737 115,680 4,397 4,350 2,715,935 1,947,397 219,261 95,051
Total operating expenses Share of loss from equityinvestments	741,277 641,240 (6,977,621) (4,477,018)	3,051,024 2,402,269 (16,742,413) (6,342,531)
Operating loss Other income (loss) Interest income Other income/(loss) Impairment ofpetroleumproperties	(7,715,771) (5,057,827) — 24 (119) 8,567 (2,084) (29,190)	(19,737,887) (8,507,151) — 160 12,393 6,662 (402,506) (29,190)
	(2,203) (20,599)	(390,113) (22,368)
Net Loss	$ (7,717,974) $ (5,078,426)	$ (20,128,000) $ (8,529,519)

Net Loss for years and periods included $ (7,717,974) $ (5,078,426) $ (20,128,000) $ (8,529,519)

As reflected in the table above, the Company had unfavorable operating results for the three and twelve months ended December 31, 2020. The results of operations of Jericho’s joint ventures and associates are discussed below.

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Jericho Energy Ventures Inc. (Formerly Jericho Oil Corporation) Management’s Discussion and Analysis For the Year Ended December 31, 2020

OVERALL PERFORMANCE AND RESULTS OF OPERATIONS (continued)

Joint Venture and Equity Investment Operating Statements to December 31, 2020

The following tables present a reconciliation of 100% joint venture partners’ income to Jericho’s share of income (loss) from equity investments for the year ended December 31, 2020 and 2019 based on IFRS. Please also refer to the Company’s share of investment in the Joint Ventures in Canadian dollars under IFRS in Note 6 of the annual financial statements.

					Cherry
Year Ended December 31, 2020	**Eagle Road **	Lurgan	Buckmanville	Walnut	**Rancher **	Total
100% Net income (loss) in US$	(6,119,985)	(2,623,011)	(10,141,493)	(12,363,727)	325,810	(30,922,406)
100% Net income(loss)in CDN$	(8,228,396)	(3,494,913)	(13,442,963)	(16,206,448)	436,877	(40,935,843)
Jericho's ownership	50 %	50 %	50 %	26.5 %	31 %
Jericho's share of net income (loss) in
US$	(3,059,992)	(1,311,506)	(5,070,747)	(3,276,388)	101,001	(12,617,632)
Jericho's share of net income (loss) in
CDN$	$ (4,114,197) $ (1,747,457)		$ (6,721,482) $ (4,294,709) $ 135,432			$ (16,742,413)

						Cherry
Year Ended December 31, 2019	**Eagle Road **	Lurgan	Buckmanville		Walnut	Rancher	Total
100% Net income (loss) in US$	(3,699,935)	(1,835,457)		(800,470)	(6,114,622)	15,711	(12,434,773)
100% Net income(loss)in CDN$	(4,909,182)	(2,435,339)		(1,062,088)	(8,113,058)	20,846	(16,498,821)
Jericho's ownership	50 %	50 %		50 %	26.5 %	31 %
Jericho's share of net income (loss) in US$	(1,849,968)	(917,729)		(400,235)	(1,617,150)	4,864	(4,780,218)
Jericho's share of net income (loss) in
CDN$	$ (2,454,591) **$ **	(1,217,669)	$	(531,044) $ (2,145,681)		$ 6,454	$ (6,342,531)

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Jericho Energy Ventures Inc. (Formerly Jericho Oil Corporation) Management’s Discussion and Analysis For the Year Ended December 31, 2020

OVERALL PERFORMANCE AND RESULTS OF OPERATIONS (continued)

Statement of 100% Joint Venture and Equity Investment Income (US$)

The presentation below reflects the operations in the currency in which revenue prices are denominated. It also presents the combined joint ventures and equity Investments as viewed by investors, lenders, and American readers of the financial performance of the combined entity.

Oil (BBL) Natural gas (MCF) NGL (BBL) Total sales (BOE) Average daily sales (BOE/d) Average daily sales (BOE/d) net to JEV Operating Results Per BOE: Oil sales ($/BBL) Natural gas sales ($/MCF) NGL sales ($/BBL) Total sales ($/BOE) Lease operating expenses ($/BOE)	Three Months Ended December 31, 2020 2019 28,393 31,518 102,731 97,512 11,544 12,837	Year Ended December 31,
		2020 2019
		99,064 131,871 301,722 410,754 39,561 50,230
	57,058 60,607 620 659 252 288 USD$ USD$	188,912 250,560 516 686 223 289 USD$ USD$
	$ 42.48 $ 55.49 2.02 1.78 18.30 18.66	$ 38.08 $ 55.19 1.70 2.07 15.47 17.81
	28.49 35.67 $ 12.80 $ 15.59	25.92 36.02 $ 16.12 $ 17.40

Note: Operating results for fourth quarter 2020 include additional revenues of approximately $354,503 net to the joint venture interests related to prior-period revenue distributions of oil, natural gas and NGL sales related to a royalty interest on a well drilled in 2019. Additional volumes reported in fourth quarter 2020 related to this item include 4,970 BBLS of oil, 38,898 MCF of natural gas and 2,972 barrels of NGLs, equivalent to 14,426 BOEs. Absent this adjustment, sales volumes would have been 23,422 BBLS of oil, 63,834 MCF of natural gas, and 8,571 BBLS of NGL, resulting in 42,633 BOEs for the quarter and average daily sales of 463 BOEs per day. Additionally, the sales prices would have been $40.75 per BBL, $2.40 per MCF, and $19.02 per BBL for NGLs, or $29.81 per BOE. Lease operating expense per BOE would have been $17.13.

For the year ended December 31, 2020, absent the adjustment for revenues and volumes described above, volumes would have been 95,161 BBLS of oil, 275,604 MCF of natural gas, and 37,587 BBLS of NGL. Realized prices would have been $37.42, $1.72, and $15.38 for oil, natural gas and NGLs, or $25.82 per BOE. Lease operating expense per BOE would have been $17.05.

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Jericho Energy Ventures Inc. (Formerly Jericho Oil Corporation) Management’s Discussion and Analysis For the Year Ended December 31, 2020

OVERALL PERFORMANCE AND RESULTS OF OPERATIONS (continued)

Statement of 100% Joint Venture and Equity Investment Income (US$) (continued)

Operating Results: Oil sales Natural gas sales NGL sales Product revenues Lease operating expenses Production taxes and deductions Impairment expense Depreciation, depletion, and amortization Accretion expense General and administrative Other operating expense (income) Total operating costs and expenses Operating income Realized (gain) loss on derivatives Unrealized fair value loss on derivatives Interest income Interest expense Loan forgiveness Deferred income tax recovery Joint venture net loss as reported Joint venture net loss as reported Depreciation, depletion, and amortization Accretion, plus Deferred income tax recovery Unrealized fair value loss on derivatives Impairment expense Interest expense Loan forgiveness Payments on lease obligations Non-cash adjustments, plus Total adjusted joint venture income (loss) (1)	Three Months Ended December 31, 2020 2019 $ 1,206,199 $ 1,749,069 207,906 173,368 211,269 239,503 1,625,374 2,161,940 730,155 944,615 229,274 264,733 16,841,962 8,091,353 765,941 1,245,375 36,690 54,300 481,537 503,947 20,683 5,363 19,106,242 11,109,686 (17,480,868) (8,947,746) — 2,520 — 109,213 (3,902) (4,783) 66,266 103,087 — — (2,100,962) (275,514) $ (15,442,270)$ (8,882,269) $ (15,442,270) $ (8,882,269) 765,941 1,245,375 36,690 54,300 (2,100,962) (275,514) — 109,213 16,841,962 8,091,353 66,266 103,087 — — (45,170) (8,662) 11,705 (26,847) $ 134,162 $ 410,038	Year Ended December 31,
		2020 2019
		$ 3,771,983 $ 7,277,455 513,407 852,172 611,856 894,637
		4,897,246 9,024,264 3,045,758 4,358,897 711,870 1,062,293 31,775,530 8,091,353 3,347,971 4,974,845 146,760 216,519 1,757,842 2,277,216 92,051 (10,651)
		40,877,782 20,970,472
		(35,980,536) (11,946,208)
		(37,632) (2,772) 2,154 345,688 (16,745) (14,322) 295,936 435,485 (277,250) — (5,024,593) (275,514)
		$ (30,922,406)$ (12,434,773)
		$ (30,922,406) $ (12,434,773)
		3,347,971 4,974,845 146,760 216,519 (5,024,593) (275,514) 2,154 345,688 31,775,530 8,091,353 295,936 435,485 (277,250) — (157,363) (121,962) 83,115 61,119 $ (730,146)$ 1,292,760

(1) Adjusted joint venture income is a “Non-GAAP” measure. Refer to section entitled “NON-GAAP MEASURES” at the end of this MD&A.

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Jericho Energy Ventures Inc. (Formerly Jericho Oil Corporation) Management’s Discussion and Analysis For the Year Ended December 31, 2020

OVERALL PERFORMANCE AND RESULTS OF OPERATIONS (continued)

Statement of 100% Joint Venture and Equity Investment Income (US$) (continued)

- Results for the three and twelve month periods ended December 31, 2020

Results of operations for the Company’s joint venture interests during the three and twelve-months ended December 31, 2020, were impacted by the effects of COVID-19, resulting in lower operating revenues from lower sales prices and volumes on a barrel of oil equivalent basis. In addition, the 2020 results compared to 2019 were impacted by significant non-cash impairment charges. For 2020, impairment charges increased by $23.7 million largely due to a decrease in forward oil prices which impacted the value of the Joint Venture’s reserves and acreage positions.

As the pandemic advanced during 2020, the Company made several steps to reduce operating and capital expenditures while producing its products as safely as possible. With oil spot prices experiencing volatility that resulted in negative prices, the Company temporarily shut-in wells throughout the year. Adjusted realized oil prices for the twelve-months ended December 31, 2020 were $38.08 per barrel, representing a 31 percent decrease compared with $55.19 per barrel during the same period in 2019. Total adjusted sales volumes of the joint ventures on a barrel of oil equivalent basis decreased approximately 6 and 25 percent for the three and twelve-months ended December 31, 2020 compared to 2019, respectively.

The Company performed impairment tests of petroleum properties of its joint venture interest as of March 31, 2020, and the joint ventures recorded impairments of approximately USD$14.9 million. At December 31, 2020, industry and market indicators of impairment persisted and the Company reviewed the petroleum properties and evaluation assets of its joint ventures. The sustained impact on global oil demand and uncertainties caused by the COVID-19 pandemic resulted in even lower forecasted oil prices compared with forecasted prices from the first quarter impairment review. The recoverable amount of each joint venture was estimated and compared to its fair value less costs to sell using the 2020 year-end reserve report prepared by the Company’s independent third-party reserves evaluators. The Company also considered the reduced drilling and investment activity in the STACK play of Oklahoma to be indicators of impairment of its interests in the area. As a result of these factors, an additional impairment expense of a combined USD $16.9 million was recorded in the results of operations of the Company’s joint ventures interests during the fourth quarter.

The uncertainty caused by the pandemic and related impacts on demand of crude oil had a significant impact on the reserves values and estimated recoverable amounts of the Company’s joint venture interests. This uncertainty resulted in materially lower forecasted future oil prices. Compared with the 2019 year-end reserve report, the reference prices used to estimate the recoverable amounts as of December 31, 2020, decreased by 29%, 28%, and 22% for the years 2021, 2022, and 2023, and approximately 23% thereafter. The forward reference prices for years 2021 to 2023 are $46.00, $48.00, $53.00, and only reach $59.08 by 2030. In contrast, current WTI reference oil prices averaged $62.33 in March 2021, and continue above $60.00 as of the date of this report. The result of these differences in current versus forecasted prices is that wells that

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Jericho Energy Ventures Inc. (Formerly Jericho Oil Corporation) Management’s Discussion and Analysis For the Year Ended December 31, 2020

OVERALL PERFORMANCE AND RESULTS OF OPERATIONS (continued)

are currently on production and contributing strong cash flows have no value in the estimated recoverable values in the reserve report.

2021 Outlook

For 2021, the Company may resume development within the Company’s legacy assets. Any development efforts will be highly selective and product price dependant. The majority will be through drilling partnerships focused on seismic defined in-field PUDs and prospects. Management will focus on the continued build out of the Company’s clean energy portfolio, with an emphasis on commercializing HTI’s Patented Hydrogen Fueled Steam Generation Technology. HTI’s zero emission steam is focused on the approximately $30 billion industrial and commercial steam market. These markets account for greater than 20 percent of global green house gas emissions. The Company will also seek further acquisitions within the hydrogen value chain. Hydrogen has always been a part of the energy value chain, but in recent years the focus has shifted to “Green” hydrogen and zero-emission energy solutions using hydrogen as a fuel.

As the domestic and global regulatory environment moves to tax and/or ban the use or generation of fossil fuels, the Company will work to continue to build its portfolio of carbonless energy technologies. This strategy will not materially impact near-term revenue as the recently acquired assets of HTI are pre-revenue with first sales expected in late 2021 and revenues in 2022. At the same time, the Company will also look to add additional novel clean energy technologies with a focus on hydrogen, and the necessary resources to build and support the portfolio. Future acquisitions will primarily focus on commercial ready clean energy technologies with large addressable markets and are cost competitive with fossil fuel solutions currently offered in the market.

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Jericho Energy Ventures Inc. (Formerly Jericho Oil Corporation) Management’s Discussion and Analysis For the Year Ended December 31, 2020

ENVIRONMENTAL LIABILITIES

We recognize that there are concerns over the potential environmental effects of developing oil and gas projects. We are researching methods to improve extraction and processing to enhance the sustainability of our projects. We accrue environmental and reclamation obligations over the life of our oil and gas production operation.

OFF-BALANCE-SHEET ARRANGEMENTS

As of the date of the MD&A, the Company does not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company, including, and without limitation, such considerations as liquidity and capital resources.

SELECTED FINANCIAL INFORMATION

SUMMARY OF QUARTERLY RESULTS (CDN$)

Quarter Ended	12/31/2020	9/30/2020	6/30/2020	3/31/2020	12/31/2019	9/30/2019	6/30/2019	3/31/2019
Loss for theperiod	(7,717,974)	(1,654,978)	(1,269,093)	(9,485,955)	(5,078,426)	(1,088,261)	(981,806)	(1,381,026)
Basic and diluted lossper share	(0.04)	(0.01)	(0.01)	(0.07)	(0.04)	(0.01)	(0.01)	(0.01)

2020

During fourth quarter 2020, the Company recorded a loss of $7.7 million. The Company’s share of loss from equity investments included a $8.0 million impairment charge, partially offset by a deferred income tax recovery of $1.4 million, net to Jericho.

During third quarter 2020, the Company recorded a loss of $1.7 million. During the quarter, the Company granted stock options under its stock option plan for 7,316,000 common shares to certain directors, officers, employees, and consultants of the Company and recorded $733 thousand in stock compensation expense. The Company’s loss was partially offset by the improvement from the Company’s share of loss from equity investments resulting from higher product realized prices and oil production.

During second quarter 2020, the Company recorded a loss of $1.3 million. During the quarter, the Company and its joint ventures experienced the impacts of the COVID-19 pandemic, including significantly lower oil price realizations and lower oil production.

During first quarter 2020, the Company recorded a loss of $9.5 million. The Company’s share of loss from equity investments included a $9.9 million impairment charge, partially offset by a deferred income tax recovery of $2.0 million, net to Jericho.

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Jericho Energy Ventures Inc. (Formerly Jericho Oil Corporation) Management’s Discussion and Analysis For the Year Ended December 31, 2020

2019

During fourth quarter 2019, the Company recorded a loss of $5.2 million. The Company’s share of loss from equity investments included a $4.1 million impairment charge net to Jericho.

During third quarter 2019, the Company recorded a loss of $1.1 million, representing a greater loss than the second quarter. The Company continues to lower general and administrative costs at its head office, but also experienced lower equity income during the period.

During second quarter 2019, the Company recorded a loss of $982 thousand. The loss was lower than first quarter 2019 primarily as a result of lower general and administrative costs at its head office and higher income from equity investments. The Company’s share of income from equity investments increased primarily because its joint ventures recorded unrealized fair value losses on derivatives in first quarter 2019.

During first quarter 2019, the Company recorded a loss of $1.4 million. The loss was primarily a result of lower income from equity investments compared with fourth quarter 2018. The Company’s share of income from equity investments decreased because its joint ventures recorded unrealized gains on derivate contracts in fourth quarter 2018. The joint ventures also recorded higher depletion expense compared with previous periods.

SELECTED ANNUAL INFORMATION

The following table shows selected financial information of Jericho for the years ended December 31, 2020, 2019, and 2018:

		Year ended		Year ended		Year ended
		2020		2019		2018
Revenue	$	55,550	$	237,649	$	408,773
Net loss for the year		(20,128,000)		(8,529,519)		(4,064,469)
Net loss per share		(0.13)		(0.07)		(0.03)
Cash		3,543,176		1,579,451		3,963,688
Total assets		19,656,136		34,102,198		44,184,054
Total current financial liabilities	$	403,568	$	520,371	$	271,627

LIQUIDITY AND CAPITAL RESOURCES

The activities of the Company, principally the acquisition and development of prospective oil and gas properties, are financed through the completion of equity transactions such as equity offerings and the exercise of stock options and warrants, credit financing and cash flow from production.

There is no assurance that future equity capital will be available to the Company in the amounts or at the times desired by the Company or on terms that are acceptable to it, if at all. The Company has limited operating revenues and therefore must utilize its current cash reserves, funds obtained from the exercise of

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Jericho Energy Ventures Inc. (Formerly Jericho Oil Corporation) Management’s Discussion and Analysis For the Year Ended December 31, 2020

warrants and other financing equity or credit financing to maintain its capacity to meet ongoing operating activities.

Liquidity requirements are managed based upon forecasted cash flows to ensure that there is sufficient working capital to meet the Company’s obligations. The Company’s liquidity as at the date of the MD&A is sufficient to meet the Company’s corporate, administrative and commitments for the next twelve months, notwithstanding any unexpected events. The Company’s main funding requirements are for the development of its Oklahoma oil interests and corporate overheads. While the Company has been successful in raising such financing in the past, its ability to raise additional equity financing may be affected by numerous factors beyond the Company’s control, including, but not limited to, adverse market conditions and/or commodity price changes and economic downturn. There can be no assurance that the Company will be successful in obtaining any additional financing required to continue its business operations.

On June 12, 2020, the Company closed a fully subscribed non-brokered private placement of 50,000,000 units at a price of $0.10 per unit for gross proceeds of $5,000,000. Proceeds received totaled approximately $4,829,000 due to foreign exchange rate changes on funds received. Each unit is comprised of one common share and one warrant with each warrant exercisable for one additional common share at a price of $0.13 per share for a period of 36 months from the date of issuance. See Subsequent Events discussion at the end of this report.

TRANSACTIONS WITH RELATED PARTIES

Key management are the officers and directors of the Company. The aggregate value of transactions and outstanding balances relating to key management personnel and entities over which they have control or significant influence were as follows:

	Year Ended
	December 31, 2020 December 31, 2019
Management fees Directors' fees Share-basedpayments	$ 391,298 $ 476,423 — 40,000 533,519 5,258
	$ 924,817 $ 521,681

At December 31, 2020, included in accounts payable and accrued liabilities is an amount of $3,452 payable to a company controlled by the Chief Executive Officer (“CEO”) of the Company (2019 -$Nil).

At December 31, 2020, the Company had $Nil in advances and $70,939 in accounts payable to equity investments as described in Note 6 (2019 - $Nil and $295,489).

Accounts payable and accrued liabilities to related parties are non-interest bearing, due on demand and with no specific terms of repayment.

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Jericho Energy Ventures Inc. (Formerly Jericho Oil Corporation) Management’s Discussion and Analysis For the Year Ended December 31, 2020

NEW ACCOUNTING STANDARDS

None.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts within the consolidated financial statements. Judgments, estimates and underlying assumptions are reviewed on a continuous basis and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

In preparing the consolidated financial statements, management makes judgments regarding the application of IFRS for the Company’s accounting policies. Significant judgments relate to the following areas:

Joint arrangements

The Company may be a party to an arrangement in which it does not have control. Judgment is required in determining whether joint control over such arrangements exists and if so, which parties have joint control and whether each arrangement is a joint venture or joint operation.

In assessing whether the Company has joint control, management analyzes the activities of each arrangement and determines which activities most significantly affect the returns of the arrangement. These activities are determined to be the relevant activities of the arrangement. If unanimous consent is required over the decisions about the relevant activities, the parties whose consent is required would have joint control over the arrangement. The judgments around which activities are considered the relevant activities of the arrangement are subject to analysis by each of the parties to the arrangement and may be interpreted differently. When performing this assessment, the Company considers decisions about activities such as managing the asset during its life, acquisition, expansion and dispositions of assets, financing, operating and capital decisions.

Management may also consider activities including the approval of budgets, appointment of key management personnel, representation on the board of directors and other factors. If management concludes that the Company has joint control over the arrangement, an assessment of whether the arrangement is a joint venture or joint operation is required. This assessment is based on whether the Company has rights to the assets and obligations for the liabilities relating to the arrangement, or whether it has rights to the net assets of the arrangement. In making this determination, management reviews the legal form of the arrangement, the terms of the contractual arrangement, and other facts and circumstances.

In a situation where the legal form and the terms of the contractual arrangement do not give the Company rights to the assets and obligations for the liabilities, an assessment of other facts and circumstances is required, including whether the activities of the arrangement are primarily designed for the provision of output to the parties and whether the parties are substantially the only source of cash flows contributing to

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Jericho Energy Ventures Inc. (Formerly Jericho Oil Corporation) Management’s Discussion and Analysis For the Year Ended December 31, 2020

the arrangement. In such circumstances management may consider the application of other facts and circumstances to conclude that a joint arrangement is a joint operation is appropriate. This conclusion requires judgment and is specific to each arrangement.

Management has applied the use of other facts and circumstances to conclude that the extraction of petroleum in Eastern Kansas is a joint operation for the purposes of the consolidated financial statements (see Note 5). The other facts and circumstances considered are the provisions for output to the parties of the joint arrangement. The Company will take its share of the output from the assets directly over the life of the arrangement. Management has concluded that this, combined with other factors, gives the Company direct rights to the assets and obligations for the liabilities of these arrangements, proportionate to the Company’s ownership interest.

Cash generating unit (CGU)

The Company’s assets are aggregated into cash-generating units (“CGUs”), based on the unit’s ability to generate independent cash inflows. The determination of the Company’s CGUs is based on management’s judgments regarding shared infrastructure, geographical proximity, resource type and materiality. Based on management’s assessment, the Company’s properties in Eastern Kansas (Note 5) form one CGU, and the Company’s four properties in Oklahoma each form separate CGUs.

Income taxes

Judgments are made by management at the end of the reporting period to determine the likelihood that deferred income tax assets will be realized from future taxable earnings. Assessing the recoverability of deferred income tax assets requires the Company to make judgments related to the expectations of future cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that assumptions regarding future profitability change, there can be an increase or decrease in the amounts recognized in profit or loss in the period in which the change occurs.

The areas in the consolidated financial statement that require significant estimates are set out in the following paragraphs:

Oil and gas — reserves

The process of estimating reserves is complex. It requires significant estimates based on available geological, geophysical, engineering and economic data. To estimate the economically recoverable crude oil reserves and related future net cash flows, management incorporates many factors and assumptions including the expected reservoir characteristics, future commodity prices and costs and assumed effects of regulation by governmental agencies. Reserves are used to calculate the depletion of the capitalized petroleum properties and for impairment purposes as described in Note 3(c).

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Jericho Energy Ventures Inc. (Formerly Jericho Oil Corporation) Management’s Discussion and Analysis For the Year Ended December 31, 2020

Petroleum properties

The Company evaluates exploration and evaluation assets and petroleum properties for impairment if indicators exist. Cash flow estimates for impairment assessments require assumptions and estimates about the following primary elements—future prices, future operating and development costs, remaining recoverable reserves and discount rates. In assessing the carrying values of unproved properties, management makes assumptions about future plans for those properties, the remaining terms of the leases and any other factors that may be indicators of potential impairment.

Impairment testing

Impairment testing is based on discounted cash flow models prepared by experts with assistance from thirdparty advisors when required. The inputs used are based on management’s best estimates of what an independent market participant would consider appropriate and are reviewed by senior management. Changes in these inputs may alter the results of impairment testing, the amount of the impairment charges recorded in the consolidated statement of comprehensive income (loss) and the resulting carrying values of assets.

Decommissioning provisions

In estimating the Company’s future asset retirement obligations, the Company makes assumptions about activities that occur many years into the future including the cost and timing of such activities. The ultimate financial impact is not clearly known as asset removal and remediation techniques and costs are constantly changing, as are legal, regulatory, environmental, political, safety and other such considerations. In arriving at amounts recorded, numerous assumptions and estimates are made on ultimate settlement amounts, inflation factors, discount rates, timing and expected changes in legal, regulatory, environmental, political and safety environments.

Share-based payments

Management uses judgment when applying the Black-Scholes Option Pricing Model to determine the fair value of the options granted during the period and forfeiture rates. Volatility is calculated using historical trading data of the Company. The zero-coupon bond yield per the bank of Canada is used as the risk-free rate.

MANAGEMENT OF CAPITAL

The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern. The Company does not have any externally imposed capital requirements to which it is subject. As of December 31, 2020, the Company considers capital to consist of all components of shareholders’ equity. The Company manages the capital structure and adjusts it based on changes in economic conditions and the risk characteristic of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue common shares, or dispose of assets to increase the amount of cash on hand.

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Jericho Energy Ventures Inc. (Formerly Jericho Oil Corporation) Management’s Discussion and Analysis For the Year Ended December 31, 2020

To facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The annual and updated budgets are approved by the Board of Directors.

The Company does not pay out dividends at this stage of the Company’s development to maximize ongoing development efforts.

The Company’s investment policy is to invest its cash in highly liquid short-term interest-bearing instruments with maturities of 90 days or less from the original date of acquisition.

The Company expects its capital resources to be sufficient to carry its current exploration and development plans and operations through the next twelve months. Cost control measures have been implemented and best efforts will be made to raise additional capital.

FINANCIAL INSTRUMENTS AND RISK

As at December 31, 2020 and 2019, the Company’s financial instruments consist of cash, accounts receivable, and accounts payable.

	December 31, 2020	December 31, 2020	December 31, 2019	December 31, 2019
Financial Assets:
Fair value through profit or loss	$	3,543,176	$	1,579,451
Amortized cost		117		19,269
Financial Liabilities:
Amortized cost	$	311,364	$	362,484

IFRS 7 Financial Instruments – Disclosures , establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. IFRS 7 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities. The Company considers its cash and cash equivalents to be at fair value using Level 1 inputs.

Level 2 – Inputs that are observable, either directly or indirectly, but do not qualify as Level 1 inputs (i.e. quoted prices for similar assets or liabilities).

Level 3 – Prices or valuation techniques that are not based on observable market data and require inputs that are both significant to the fair value measurement and unobservable.

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Jericho Energy Ventures Inc. (Formerly Jericho Oil Corporation) Management’s Discussion and Analysis For the Year Ended December 31, 2020

Financial assets and liabilities measured at fair value on a recurring basis are presented on the Company’s consolidated statement of financial position as of December 31, 2020 as follows:

			Quoted Prices in	Quoted Prices in	Significant Other	Significant
			Active Markets for		Observable	Unobservable
		Balance as at		Identical Assets	Inputs	Inputs
	December 31, 2020			(Level 1)	(Level 2)	(Level 3)
Financial Assets:
Cash	$	3,543,176	$	3,543,176	—	—

The Company believes that the recorded value of accounts receivable and accounts payable approximate their current fair values because of their nature and relatively short maturity dates or durations and current market rates for similar instruments.

The Company thoroughly examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. Where material, these risks are reviewed and monitored by management. There have not been any significant changes from the previous year as to how these risks are reviewed and monitored by management. The types of financial instrument risk exposures and the objectives and policies for managing these risks exposures are described below:

Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations.

The Company’s cash is held at a large Canadian financial institution in interest bearing accounts. The Company has no investments in asset-backed commercial paper. The Company’s accounts receivable consists mainly of oil sales and purchase taxes remitted from the Government of Canada. The Company is exposed to a significant concentration of credit risk with respect to its trade accounts receivable balance because all its oil sales are with one counterparty. However, the Company has not recorded any allowance against its trade receivables because to-date all balances owed have been settled in full when due (typically within 60 days of submission).

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 manages liquidity risk through its management of capital as outlined in Note 12 to the consolidated financial statements. The Company had cash at December 31, 2020 in the amount of $3,543,176 (2019 - $1,579,451) to meet short-term business requirements, and strategic investments.

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Jericho Energy Ventures Inc. (Formerly Jericho Oil Corporation) Management’s Discussion and Analysis For the Year Ended December 31, 2020

At December 31, 2020, the Company had current liabilities of $403,568 (2019 - $520,371). Accounts payable and accrued liabilities are due within the current operating period. Contractual undiscounted cash flow requirements for financial liabilities as at December 31, 2020 are as follows:

	**<1year 2-3 Years 4-5 Years **	**<1year 2-3 Years 4-5 Years **	**<1year 2-3 Years 4-5 Years **	Thereafter	Total
Accounts payable and accrued liabilities	$ 403,568	—	—	—	$ 403,568
Decommissioningliabilities	—	—	—	87,164	87,164
	$ 403,568$	—$	—$	87,164	$ 490,732

Market risk

Market risk consists of interest rate risk, foreign currency risk and price risk. These are discussed further below.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has no interest-bearing obligations at December 31, 2020. The risk that the Company will realize a loss because of lower interest rates is insignificant.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates.

The Company is exposed to foreign currency risk to the extent that the following monetary assets and liabilities are denominated in US dollars at December 31, 2020:

Cash	USD$	2,596,844
Receivables		92
Accountspayable and accrued liabilities		(219,296)
Net exposure	USD$	2,377,640
Canadian dollar equivalents	CDN$	3,027,925

The result of sensitivity analysis shows an increase or decrease of 10% in USD$ exchange rate, with all other variables held constant, could have increased or decreased the net loss and comprehensive loss by approximately $302,792 (2019 - $109,814).

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Jericho Energy Ventures Inc. (Formerly Jericho Oil Corporation) Management’s Discussion and Analysis For the Year Ended December 31, 2020

Price risk

The Company’s profitability and ability to raise capital to fund development of oil properties is subject to risks associated with fluctuations in oil prices. Management closely monitors oil prices, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.

Exploration, Development, and Production Risks

The acquisition of leasehold interests and the selection of prospects for oil and natural gas drilling, the drilling, ownership and operation of oil and natural gas wells, and the ownership of non-operating interests in oil and natural gas properties is highly speculative. There is no certainty that prospects will produce oil or natural gas or commercial quantities of oil or natural gas. Additionally, the amount of time it will take to recover any oil or gas is unpredictable. Oil and natural gas operations involve many risks that even experience, knowledge and careful evaluation may not be able to overcome. The long-term commercial success of the Company depends on its ability to find, acquire, develop, and commercially produce oil and natural gas reserves.

Without the continual addition of new reserves, any existing reserves the Company may have at any time, and the production there from, will decline over time as such existing reserves are exploited. A future increase in the Company’s reserves will depend not only on its ability to explore and develop properties it may have from time to time, but also on its ability to select and acquire suitable producing properties and prospects. No assurance can be given that the Company will be able to continue to locate satisfactory properties for acquisition or participation. Moreover, if such acquisitions or participations are identified, management of the Company may determine that current markets, terms of acquisitions and participation or pricing conditions make such acquisitions or participations uneconomic.

There is no assurance commercial quantities of oil and natural gas will be discovered or acquired by the Company. Further, completion of a well does not assure a profit on the investment or recovery of drilling, completion and operating costs. Delays and added expenses may also be caused by poor weather conditions affecting, among other things, the ability to lay pipelines or otherwise transport or market hydrocarbons. In addition, ground water, impenetrable substances, various clays and lack of porosity and permeability may hinder or restrict production or even make production impractical or impossible. While diligent field operations and effective maintenance operations can contribute to maximizing production rates over time, production delays and declines from normal field operating conditions cannot be eliminated and can be expected to adversely affect revenue and cash flow levels to varying degrees.

Operational Dependence

An unrelated party operates all the producing wells in Kansas. Because of the Company’s lack of exclusive control over the operation of the assets or their associated costs, the Company’s financial performance could be adversely affected. The Company’s return on assets operated by others therefore depends upon several factors that may be outside of the Company’s control, including the timing and amount of capital expenditures, the operator’s expertise, the approval of other participants, and the selection of technology and risk management practices.

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Jericho Energy Ventures Inc. (Formerly Jericho Oil Corporation) Management’s Discussion and Analysis For the Year Ended December 31, 2020

Regulatory

Oil and natural gas operations (exploration, production, pricing, marketing and transportation) are subject to extensive controls and regulations imposed by various levels of government, which may be amended from time to time. Governments may regulate or intervene with respect to price, taxes, royalties and the exportation of oil and natural gas. Such regulations may be changed from time to time in response to economic or political conditions. The implementation of new regulations or the modification of existing regulations affecting the oil and natural gas industry could reduce demand for crude oil and natural gas and increase the Company’s costs, any of which may have a material adverse effect on the Company’s business, financial condition, results of operations and prospects. To conduct oil and gas operations, the Company will require licenses from various government authorities. There can be no assurance that the Company will be able to obtain all the licenses and permits that may be required to conduct operations that it may wish to undertake.

Environmental

All phases of the oil and natural gas business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of federal laws, local laws and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with oil and natural gas operations. The legislation also requires that wells and facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach of applicable environmental legislation may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of oil, natural gas or other pollutants into the air, soil or water may give rise to liabilities to governments and third parties and may require the Company to incur costs to remedy such discharge. Although the Company believes that it is in material compliance with current applicable environmental regulations no assurance can be given that environmental laws will not result in a curtailment of production or a material adverse effect on the Company’s business, financial condition, results of operations and prospects. Given the evolving nature of the debate related to climate change and the control of greenhouse gases and resulting requirements, it is not possible to predict the impact on the Company and its operations and financial condition.

POTENTIAL CLAIMS

The Company reported that in November 2016, Eagle Road Oil, LLC (Eagle Road), a joint venture entity in which its U.S subsidiary Jericho Oil Oklahoma Corp, owns a 50% interest, was named as one of 27 defendants in a class action petition filed in the district court of Pawnee County Oklahoma. The petition alleges that the named oil and gas companies caused man-made earthquakes through the disposal of fracking wastewater. No specific damage amount is alleged in the action. Eagle Road carries industry standard insurance for operational, general and environmental liabilities. Eagle Road conducts its operations in accordance with industry standard practices and adheres to state guidelines and regulations.

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Jericho Energy Ventures Inc. (Formerly Jericho Oil Corporation) Management’s Discussion and Analysis For the Year Ended December 31, 2020

Eagle Road filed a motion to dismiss the case. The motion was heard on July 7, 2017. The motion was sustained in part and denied in part. The claim for ultra-hazardous activity was dismissed and the motion was denied as to the remaining claims. The court required the plaintiffs amend the petition with the photographs removed. Plaintiff’s refiled their complaint with the ultra-hazardous activity claim replead as requested by the Court. The Court has ordered Plaintiff’s to present evidence to the Court to attempt to establish an ultra-hazardous liability claim on August 23, 2018. This hearing has since been postponed as additional defendants are being added to the case. The Judge in Pawnee County District County has stated a hearing will be conducted to determine whether plaintiffs may purse an ultrahazardous activity claim against Eagle Road and other defendants.

OUTLOOK

Consistent with the Company’s name change in March 2021, Jericho began expanding its energy portfolio and will focus on advancing the global low-carbon energy transition with investments in hydrogen technologies, energy storage, carbon capture and new energy systems. The Company’s long-term goal for its legacy assets is to evaluate and develop oil properties, to seek partners for some of its properties as market conditions permit, and to continue to seek out new opportunities. There is no guarantee that the Company will discover or successfully develop such properties.

PROPOSED TRANSACTIONS

None.

SUBSEQUENT EVENTS

During the first quarter of 2021, the Company acquired the assets of California-based Hydrogen Technologies Inc. (“HTI”). HTI holds intellectual property for an industrial and commercial steam generation technology that enables zero-emissions hydrogen to generate heat, hot-water, and high-temperature steam. The Company also hired the former management team of HTI. In exchange for the intellectual property, the Company issued 6,700,000 common shares.

Through April 2021, 3,550,000 options were issued with exercise prices of $0.45 and $0.50 per share, with 700,000 of the options exercisable for a period of five years, and the remainder of the options exercisable for a period of two years. Additionally, 600,000 options were exercised for gross proceeds of $210,000.

Through April 2021, 33,990,335 warrants were exercised at a price of $0.13 per share for gross proceeds of $4,418,744.

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Jericho Energy Ventures Inc. (Formerly Jericho Oil Corporation) Management’s Discussion and Analysis For the Year Ended December 31, 2020

SHARE CAPITAL UPDATE

As at the date of this report, the Company had the following share capital outstanding:

Share Capital	$	63,043,357
Common shares issued		219,898,477
Stock options outstanding		16,560,000
Warrants outstanding		16,009,665
Total share capital outstanding		252,468,142

DIRECTORS AND OFFICERS

The Company’s directors and officers as at the date of this report are:

Directors	Officers	Officer Tittle
Brian Williamson	Brian Williamson	Chief Executive Officer and President
Allen Wilson	Benjamin Holman	Chief Financial Officer and Secretary
Nicholas Baxter
Markus Seywerd

NON-GAAP MEASURES

Adjusted joint venture income is a Non-GAAP measure not recognized under Canadian generally accepted accounting principles (“GAAP”) and does not have a standardized meaning prescribed by GAAP. Management believes the measure presents the combined joint ventures and Equity Investments as viewed by investors and lenders of the financial performance of the combined joint ventures, while reflecting the operations in the currency in which revenue and prices are denominated. The Company’s Non-GAAP measures may differ from similar computations as reported by other organizations and, accordingly, may not be comparable to non-GAAP measures as reported by such organizations. The Company’s Non-GAAP measures should not be construed as alternatives to net income, cash flows related to operating activities, working capital or other financial measures determined in accordance with GAAP, as an indicator of the Company’s performance.

FORWARD-LOOKING STATEMENTS

This MD&A contains or incorporates, by reference, forward-looking statements. All statements other than statements of historical fact included or incorporated by reference and that address activities, events or developments that we expect or anticipate may or will occur in the future are forward-looking statements. While any forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business; actual results may vary, sometimes materially, from any estimates, predictions, projections, assumptions or other suggestions of future performance herein. Undue reliance should not be placed on these forward-looking statements, which

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Jericho Energy Ventures Inc. (Formerly Jericho Oil Corporation) Management’s Discussion and Analysis For the Year Ended December 31, 2020

are based upon our assumptions and are subject to known and unknown risks and uncertainties and other factors, some of which are beyond our control, which may cause actual results, levels of activity and achievements to differ materially from those estimated or projected and expressed in or implied by such statements. We undertake no obligation to update publicly or revise any forward-looking statements contained herein, and such statements are expressly qualified by this cautionary statement.

ADDITIONAL INFORMATION

Additional information relating the Company is available on SEDAR at www.sedar.com

Board Approval

The contents of this management’s discussion and analysis have been approved and its filing has been authorized by the Board of Directors of the Company.

On Behalf of the Board of Directors

/s/ Brian Williamson

Brian Williamson

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