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KORE Mining Ltd. Interim / Quarterly Report 2022

Nov 25, 2022

43835_rns_2022-11-25_932072fe-abf4-4f2d-9bb4-e7994d954311.pdf

Interim / Quarterly Report

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KORE MINING LTD.

Management’s Discussion and Analysis

September 30, 2022

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KORE MINING LTD. Management’s Discussion and Analysis September 30, 2022 (Expressed in Canadian dollars unless otherwise stated)

The following Management’s Discussion and Analysis (“MD&A”), prepared as of November 16, 2022, should be read together with the unaudited consolidated interim financial statements of KORE Mining Ltd. (“KORE” or the “Company”) for the nine month period ended September 30, 2022 which are prepared in accordance with International Financial Reporting Standards (“IFRS”) applicable to the preparation of the interim financial statement, including International Accounting Standard 34, Interim Financial Reporting. All amounts are stated in Canadian dollars unless otherwise indicated. The reader should be aware that historical results are not necessarily indicative of future performance.

This MD&A contains “forward-looking statements” and “forward-looking information” within the meaning of applicable Canadian securities laws. See the section in this MD&A titled “Cautionary Language regarding Forward-Looking Information” for further details. In addition, this MD&A has been prepared in accordance with the requirements of Canadian securities laws, which differ in certain material respects from the disclosure requirements of United States securities laws, particularly with respect to the disclosure of mineral reserves and mineral resources. See the section of this MD&A titled “Cautionary Note to U.S. Investors Regarding Mineral Resource Estimates” for further details.

Corporate Summary - Nature of Operations

The Company’s business is the acquisition, exploration and development of North American gold projects. The Company’s primary focus is its two 100% owned gold projects in California. Both gold projects have completed positive, high return on capital, preliminary economic assessments (See “ Project Summaries” for more information). KORE is investing in both exploration and development activities to unlock value for shareholders.

The Company’s most advanced gold project, the Imperial project in Imperial County California (“Imperial” or “Imperial Project”), hosts a large oxide gold resource that is being prepared for mine development permitting and the surrounding Mesquite-Picacho District claim block is being explored for new discoveries. Imperial is ideally located in Imperial County California, with access to labour and infrastructure associated with the operating Mesquite gold mine, located ten miles away. KORE delivered a positive preliminary economic assessment for a simple, open pit heap leach mine at Imperial (“Imperial PEA”) published in May 2020 with a net present value (“NPV”) at 5% of US$343 million and internal rate of return (“IRR”) of 44% at US$1,450 per ounce gold (see “ Imperial PEA Summary ” for further details).

KORE also owns the Long Valley project located in Mono County, California, which is a shallow oxide gold resource open for expansion at surface in oxides and at depth in sulphides. KORE is using geophysics and other modern exploration techniques to target drilling to expand the deposit on-strike and at depth. In September 2020, KORE delivered a positive preliminary economic assessment for a simple, open pit heap leach mine at Long Valley (“Long Valley PEA”) that showed a net present value (“NPV”) at 5% of US$273 million and internal rate of return (“IRR”) of 48% at US$1,600 per ounce gold (see “ Long Valley PEA Summary ” for further details). KORE received a permit to drill the project from the U.S. Forest Service (“USFS”) in October 2021.

The Company’s head office is located at 960 – 1055 West Hastings Street, Vancouver, BC V6E 2E9.

The Company’s common shares are listed for trading on the TSX Venture Exchange (“TSX-V”) as a Tier 2 issuer under the symbol “KORE” in Canada and also trades in the United States on the OTCQX under the stock symbol “KOREF” and on the Frankfurt Stock Exchange under the symbol “EUSA”.

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KORE MINING LTD. Management’s Discussion and Analysis September 30, 2022 (Expressed in Canadian dollars unless otherwise stated)

Highlights

During the nine months ended September 30, 2022, and to the date of this MD&A, the Company accomplished the following:

  • Announced plans to conserve capital and focus only on high impact drilling activities at both of KORE’s Imperial and Long Valley projects.

  • • Submitted a second drilling plan of operation (“PO”), a drill permit application to the Bureau of Land Management (“BLM”), for the existing Imperial gold deposit (the “Imperial Zone”). The drilling at the Imperial Zone is designed to provide technical information to support a feasibility study and mine permitting. o The PO is expected to trigger a Mineral Validity Examination (“MVE”) of the Imperial Zone lode claims. KORE will continue to work closely with the BLM to complete the MVE and to start processing the Imperial Zone drilling permits.

  • • Discovered three new drill targets at the Mesquite-Imperial-Picacho district: Smoketree, Ironwood and Wolverines.

  • Completed additional engineering and economic assessment of the Imperial Project investigating alternate infrastructure locations. The economic modelling results for all scenarios were within the sensitivities of the Company’s April 6, 2020 positive Preliminary Economic Assessment (“PEA”).

  • • Discovered a fourth outcropping new prospect, Galaxy, continuing the expansion of the Imperial regional exploration. In total, KORE now has 10 highly prospective drill targets identified in the MesquiteImperial-Picacho District.

  • • Continued to advance the Mesquite East and Ogilby drill permitting at the Imperial Project. Mesquite East and Ogilvy are 2 of the 10 highly prospective drill targets identified in the Mesquite-Imperial-Picacho District.

  • • Completed the second phase of engineering and market assessment for excess material from the Company’s Imperial Project. The excess materials are being studied for remediation projects for the Salton Sea as part of KORE’s A Clean Environment for the Salton Sea (“ACES”) initiative. Pursuant to the Company’s ACES initiative, the Imperial Project would supply materials to remediate the air pollution problem caused by the ongoing evaporation of the Salton Sea. This would bring a significant positive impact to the community and stakeholders and sets a “net zero” impact target for the Imperial Project.

  • • Mr. Marc Leduc retired as the COO of the Company on May 15, 2022 but continues to assist the Company in the capacity of a Senior Consultant.

  • • James Hynes, KORE’s Executive Chairman and founder assumed the role of President and CEO effective July 1, 2022, as part the Company’s capital conservation efforts. Scott Trebilcock, the former CEO, will remain a Director and a consultant to KORE.

  • • Appointed Anil Jiwani as CFO, replacing Jessica Van Den Akker.

  • Issued 500,000 common shares pursuant to the exercise of stock options for proceeds of $70,000 and granted an additional 859,460 RSUs and 600,000 stock options with an exercise price of $0.37 and a five year term.

  • • Completed a rights offering to the holders of its common shares and raised $864,970 from issuance of additional 86,497,010 common shares (the “Rights Offering”). The Rights Offering represented ¾ right for each common share outstanding, with one right entitling the holder to subscribe for one common share of the Company.

Outlook

KORE’s focus in 2022 is to conserve its current capital while unlocking value through exploration and drill preparation activities. The Company is permitted to drill at Long Valley starting in summer of 2022 and is undertaking drill preparation activities (See “Risk Factors”) . At Imperial, the Company is permitting the highest priority exploration drill targets at the Mesquite-Imperial-Picacho District, while in parallel leveraging ACES to build the social license for mine permitting at the Imperial deposit. KORE continues to work with the BLM to determine the best path forward for Imperial Zone drilling and to start mine permitting. Drilling at both projects is subject to permitting (See “ Risk Factors ”).

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KORE MINING LTD. Management’s Discussion and Analysis September 30, 2022 (Expressed in Canadian dollars unless otherwise stated)

Marc Leduc, P.Eng, is the Company's designated Qualified Person for this MD&A within the meaning of National Instrument 43-101 and has reviewed and approved the technical information described herein.

Imperial, California, USA

The Company continued to explore the Mesquite-Imperial-Picacho district (“District”) in Q2 to discover new oxide gold deposits. Programs were designed to generate drill targets and complete mapping across the 28-kilometer District trend. 2020 and 2021 geophysical and geochemistry work successfully proved the “fingerprinting” target strategy for making new discoveries in the District and generated multiple high priority drill targets. Work continued through Q2 2022 with additional mapping, sampling and person-portable “backpack” drilling.

The Company is engaging with the BLM to permit drilling to make new discoveries at the Mesquite-Imperial-Picacho district (“Regional Exploration Drilling”) and to advance the existing Imperial Zone toward feasibility and mine permitting (“Imperial Zone Drilling”). KORE has separated permitting of Imperial Zone Drilling and Regional Exploration Drilling. The objective of this shift in strategy is to streamline permitting of Regional Exploration Drilling, while continuing on a separate, parallel path for permitting the Imperial Zone Drilling, which is independent from, and subject to different regulatory and technical requirements from Regional Exploration Drilling.

The Company continues to work with the BLM to determine the path forward for Imperial Zone Drilling which is intended to grow the current resource, develop a geology model and deliver samples for metallurgical and geotechnical testing. The current Regional Exploration Drilling permit application includes exploration targets immediately east of the Mesquite Gold Mine (owned by Equinox Gold) - Mesquite East - and targets immediately west of the Imperial Project – Ogilvy. Permitting the Regional Exploration Drilling locations will leverage the already completed biological resource assessment and other work completed to-date at Mesquite East and Ogilvy. Cultural surveys to complete the studies required for the Environmental Assessment report which will be completed by independent consultants working for the BLM were halted until the fall due to heat conditions. The earliest a permit could be expected is now 2023. KORE intends to mobilize drilling to the targets as soon as a permit is received.

KORE has submitted the Imperial Zone Plan of Operations to the BLM and is continuing to work closely with BLM to determine the appropriate path forward for progressing Imperial Zone MVE and drill permitting. (See “ Risk Factors ”).

Long Valley, California, USA

KORE plans to drill the highest priority oxide and sulphide targets at the Long Valley project. Oxide targets are well defined by 2019 and 2020 field mapping, sampling and geophysics programs. Oxide targets are designed as step-outs to grow the current project mineral resources. In addition, several drill pads will support deeper drill holes to test sulphide targets in the potential “boiling zone” of the deposit which could yield higher grades and open up the potential for underground mining at the project.

KORE received a permit to drill the project in October 2021 from the USFS. Drilling is permitted to start as early as September 2022. (See “ Risk Factors ”).

Managing COVID-19

In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally.

The Company continues to operate as effectively as possible while mitigating the risk of exposure to employees, suppliers and local communities. The Company is respecting the guidelines of local, state and federal governments at each project.

All of our projects have experienced some impact from COVID-19. Imperial and Long Valley rely on service providers and government agencies, many of which have been impacted by COVID-19. The Company has seen delays

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KORE MINING LTD. Management’s Discussion and Analysis September 30, 2022 (Expressed in Canadian dollars unless otherwise stated)

in drill permit processing for both Long Valley and Imperial, in part due to COVID-19. COVID-19 has also slowed down efforts to engage and build stakeholder relationships at our Imperial project. It is not possible for the Company to predict the duration or magnitude of the adverse results of the pandemic and its effects on the Company’s business or ability to raise funds.

Project Summaries

Imperial Gold Project, California, USA

Imperial is located in Imperial County, southeastern California 26 miles northwest of the city of Yuma, Arizona, and 45 miles east-northeast of El Centro, California.

Imperial consisted of 654 claims covering a total area of approximately 5,721 acres. In September 2019, the Company staked the Mesquite-Picacho District consisting of 1,005 new claims covering approximately 20,411 acres and a further 4,600 acres in 2021 bringing the Company’s total in the region to approximately 31,000 acres. The claims were staked to capture the entire gold trend that connects Equinox’s operating Mesquite mine to Imperial and then continuing onto the now closed Picacho mine. The trend is underexplored and has the potential to host additional gold deposits.

The claims are administered by the BLM on federally owned lands. The unpatented mining claims (new and historic) are all in good standing with all holding fees paid for the current year. The claims must also be maintained by ensuring that the claim posts and location notices are properly upright and visible. In August 2021, the BLM changed its view on the validity of KORE’s mill site claims hosting the Imperial PEA infrastructure and lode claims with the Indian Pass Mineral Withdrawal are subject of a Mineral Validity Examination (See “ Risk Factors ”).

Imperial PEA Summary

In April 2020, the Company announced the results of its Imperial PEA on the Imperial project – see the April 6, 2020 news release; and published the full technical report in May 2020 and amended June 10, 2021 – see the Company’s website for full information and disclaimers. The Imperial PEA, with an effective date of April 6, 2020 and amended report filed on June 10, 2021, was prepared in accordance with National Instrument 43-101 (“ NI 43-101 ”) by Global Resource Engineering (Denver) (“GRE”) - Terre Lane, RMSME MMSAQP, Todd Harvey, PhD, RMSME and Glen Cole, P.Geo of SRK with support of Geo-Logic Associates - Monte Christie, GE PE.

The Imperial PEA scopes an open pit mine with run-of-mine heap leach processing of the 100% oxide mineralization. The Project benefits from nearby skilled labour, major highways and power infrastructure in place for the Mesquite Mine (Equinox – TSX: EQX) which is a similar scale open pit-heap leach gold mine ten miles to the east. The mine plan is sequenced in the Imperial PEA to be in full compliance with California’s stringent reclamation requirements including backfilling of the open pits at closure.

Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resource will be converted into mineral reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration,

Note that a PEA is preliminary in nature, includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the Imperial PEA will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability. This Imperial PEA is a conceptual study, and the disclosure in this MD&A contains forward-looking information about potential future results and events. Please refer to the cautionary statements in the footnotes below and the Cautionary Statements located at the end of this news release, which include associated assumptions, risks, uncertainties and other factors.

Unless otherwise stated, all masses are in short tons, which is the equivalent to 2,000 pounds or 907.2 kilograms.

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KORE MINING LTD. Management’s Discussion and Analysis September 30, 2022 (Expressed in Canadian dollars unless otherwise stated)

Economics Pre-Tax Post-Tax
Net present value (NPV5%) at 0.75C$/US$ C$ millions $584 $458
Net present value (NPV5%) US$ millions $438 $343
Internal rate of return (IRR) % 52% 44%
Payback (undiscounted) years 2.3 2.7
LOM avg. annual cash flow after tax & capital US$ millions $105 $90
LOM cumulative cash flow (undiscounted) US$ millions $697 $580
Gold price assumption US$ per ounce $1,450
Mine life years 8
Average annual mining rate million tons/yr 43.4
Average annual gold production thousand ounces/yr 146
Total LOM recovered gold million ounces 1.17
Initial capital costs US$ millions $143.5

Life-of-mine (“LOM”) calculation and “Mine Life” is defined as the duration of mining operations, 8 years. There are additional years of site work for residual leaching, washing, back-filling and reclamation modelled.

The following table demonstrates the post-tax sensitivities of NPV and IRR to gold price per ounce. The base case, highlighted in the table below, assumes US$1,450 per ounce of gold:

Economic Sensitivities to Gold Prices(post-tax) Economic Sensitivities to Gold Prices(post-tax)
Per ounce of gold (NPV5%) millions IRR%
US$1,300 US$234 34%
US$1,450 US$343 44%
US$1,600 US$450 52%
US$1,800 US$590 64%
US$2,000 US$729 75%

Long Valley, California, USA

The Long Valley Property is located in Mono County, east-central California, approximately 57 miles to the south of the town of Bridgeport and about 45 miles north of the town of Bishop, California. Both towns are connected by U.S. Highway 395, which passes a few miles west of the property. Access to the property from the highway is via a series of graded gravel roads. The project originally consisted of 95 contiguous, unpatented mining claims that cover an area of approximately 1,800 acres. The claims are on federally owned lands administered by the U.S. Forest Service, U.S. Department of Agriculture. The surface rights in the area of the claims are owned by the U.S. government, with the area being subject to a surface grazing lease issued by the U.S. Forest Service.

In January and March 2020, KORE announced results from exploration programs at Long Valley that defined a new exploration strategy for both oxides and sulphides. The drill chip re-logging, geophysics, mapping and field sampling generated data-driven, high priority oxide gold drill targets and defined clear targets for drilling sulphide “feeder” structures.

In December 2020, the Company staked 14,104 acres of new claims, increasing the scale of the Long Valley project by 750% to 15,965 acres. The new district scale land package covers all deep-rooted fault structures of similar genesis to the Hilton Creek fault, the primary ‘conduit’ for current Long Valley epithermal gold/silver deposit and is highly

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KORE MINING LTD. Management’s Discussion and Analysis September 30, 2022 (Expressed in Canadian dollars unless otherwise stated)

prospective to host new epithermal gold deposit discoveries as well as step-out growth for the known Long Valley deposit.

KORE received a permit to drill the project in October 2021 from the USFS. Drilling can start in early July and KORE is planning a Phase 1 drill program. (See “ Risk Factors ”).

Long Valley PEA Summary

In August 2020, KORE commenced work on a Preliminary Economic Assessment for Long Valley (“LV PEA”). In September 2020, the Company announced the results of its LV PEA (see the September 15, 2020 news release); and published the full technical report in October 2020 (amended June 7, 2021) – see the Company’s website for full information and disclaimers. The LV PEA, with an effective date of September 21, 2020 and filed on October 27, 2020, with an amended report filed on June 7, 2021, was prepared in accordance with National Instrument 43-101 (“NI 43-101”) by Global Resource Engineering (Denver) (“GRE”) - Terre Lane, RMSME MMSAQP, Todd Harvey, PhD, RMSME in conjunction with a resource estimate prepared by Mine Development Associates and (“MDA”) authored by Neil Prenn, PE and recent site geological studies by Steven Weiss, PhD, CPD, also of MDA.

The LV PEA scopes an open pit mine with heap leach processing of oxide and transition materials. The Project benefits from nearby skilled labour, major highways and power infrastructure. Long Valley has oxide metallurgical testing which showed the oxide and transition materials are amenable to heap leaching and has the potential for high recoveries. The shallow nature of the deposit enables the LV PEA to be in full compliance with California’s stringent reclamation requirements including backfilling of the open pit at closure.

Note that a PEA is preliminary in nature, includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the LV PEA will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability. This LV PEA is a conceptual study, and the disclosure in this MD&A contains forward-looking information about potential future results and events. Please refer to the cautionary statements in the footnotes below and the Cautionary Statements located at the end of this MD&A, which include associated assumptions, risks, uncertainties and other factors.

Unless otherwise stated, all masses are in short tons, which is the equivalent to 2,000 pounds or 907.2 kilograms.

Economics Pre-Tax Post-Tax
Net present value (NPV5%) at 0.75C$/US$ C$ millions $463 $364
Net present value (NPV5%) US$ millions $347 $273
Internal rate of return (IRR) % 57% 48%
Payback (undiscounted) years 1.6 1.8
LOM avg. annual cash flow after tax & capital US$ millions $96 $83
LOM cumulative cash flow (undiscounted) US$ millions $475 $385
Gold price assumption US$ per ounce $1,600
Mine life years 7
Average annual mining rate million tons/yr 18.5
Average annual gold production thousand ounces/yr 102
Total LOM recovered gold million ounces 717
Initial capital costs US$ millions $161

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KORE MINING LTD. Management’s Discussion and Analysis September 30, 2022 (Expressed in Canadian dollars unless otherwise stated)

Life-of-mine (“LOM”) calculation and “Mine Life” is defined as the duration of mining operations, 7 years. There are additional years of site work for residual leaching, washing, back-filling and reclamation modelled.

The following table demonstrates the post-tax sensitivities of NPV and IRR to gold price per ounce. The base case, highlighted in the table below, assumes US$1,600 per ounce of gold:

Economic Sensitivities to Gold Prices(post-tax) Economic Sensitivities to Gold Prices(post-tax)
Per ounce of gold (NPV5%) millions IRR%
US$1,200 US$97 25%
US$1,400 US$187 38%
US$1,600 US$273 48%
US$1,800 US$352 58%
US$2,000 US$438 67%
US$2,200 US$524 76%

NI 43-101 Resource Estimate Summary

Size Grade Au Au Cut-off
(tonnes) (g/t) (oz) (g/t)
Indicated
Long Valley 1 63,669,000 0.58 1,217,000 0.17 & 0.21
Imperial2 45,703,000 0.59 877,000 0.1
**TOTAL M&I ** 109,372,000 0.59 2,094,000
Inferred
Long Valley 1 22,052,000 0.65 453,000 0.17 & 0.21
Imperial 2 90,876,000 0.46 1,336,000 0.1
TOTAL INFERRED 112,928,000 0.54 1,789,000

1 “Preliminary Economic Assessment NI 43-101 – Technical Report Long Valley Project, Mono County, California”, effective date September 21, 2020 and issued revised and amended June 7, 2021 by Terre Lane and Todd Harvey of Global Resource Engineering and Neil Prenn and Steven I. Weiss of Mine Development Associates. Oxide cut off 0.17 g/t; Transition & sulphide cut-off 0.21 g/t. See the technical report for more details – available at www.koremining.com or www.sedar.com.

2 “Preliminary Economic Assessment – Technical Report Imperial Gold Project, California, USA” dated April 6, 2020 and revised and amended June 10, 2021 by Terre Lane, RMSME and Dr. Todd Harvey, RMSME of GRE and, Glen Cole - P.Geo. of SRK Consulting (Canada) Inc. See the technical report for more details – available at www.koremining.com or www.sedar.com.

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KORE MINING LTD. Management’s Discussion and Analysis September 30, 2022 (Expressed in Canadian dollars unless otherwise stated)

Exploration & Evaluation Expenses

Following is a summary of exploration and evaluation expenses by project for the nine months ended September 30, 2022:

Long Valley Imperial Other
Claim holding and taxes
Engineering and development
Geophysics and ground prospecting
Permitting and environment
Project administration and support
Consultants, professional fees and wages
Technical reports and studies
Travel, logistics & camp costs
Recoveries
$ 32,549
-
16,006

-
-
4,717
19,190
742
-
$ 260,985
89,695
41,504
38,838
30,547
190,129
382,609
23,417
-
$
-

-


-


-

31,267

15,359

8,317

3,425
(48,312)
73,204 1,057,724 10,056

Following is a summary of exploration and evaluation expenses by project for the three months ended September 30, 2022:

Long Valley Imperial Other
Claim holding and taxes
Engineering and development
Geophysics and ground prospecting
Project administration and support
Consultants, professional fees and wages
Technical reports and studies
Travel,logistics & campcosts
$ 32,549
-
-
-
-
11,192
783
$ 255,419
6,443
4,252
14,633
26,440
2,101
601
$ -
-
-
1,299
2,128
-
318
44,524 309,889
3,745

Results of Operations

For the nine months ended September 30, 2022 (the “Current period”) compared to the nine months ended September 30, 2021 (the “Comparative period”).

During the nine months ended September 30, 2022, the Company’s net loss was $3,738,881 (September 30, 2021 - net income of $1,929,883). The net income during the Comparative Period was a result of the recognition of a gain on distribution of Karus Gold Corp. (“Karus Gold”) of $9,355,106. In January 2021, KORE transferred its Canadian exploration properties, together with the related assets, to Karus Gold in exchange for 53,112,455 shares of Karus Gold, which were immediately distributed to the shareholders of the Company. The fair value of such shares of Karus Gold was determined to be $10,435,000 in exchange of the net assets sold of $1,079,894, resulting in the recognition of a gain of $9,355,106 by KORE.

Operating expenses during the Current Period were $3,714,663 compared to $7,356,300 during the Comparative Period, a decrease of $3,641,637, primarily attributable to a decrease in exploration and evaluation expenses of $1,843,669. The Company’s marketing and professional fees and the management fees and wages also decreased (2022 – $721,615; 2021 - $1,596,604) and (2022 – $898,886; 2021 - $1,236,649) respectively, as the Company implemented its capital conservation plan, as described above.

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KORE MINING LTD. Management’s Discussion and Analysis September 30, 2022 (Expressed in Canadian dollars unless otherwise stated)

The Company’s (non-cash) share-based payments were also lower (2022- $430,166; 2021- $878,106) due to the forfeiture of previously granted stock options.

All other costs of the Company remained relatively consistent during these two periods.

For the three months ended September 30, 2022 (the “Current Quarter”) compared to the three months ended September 30, 2021 (the “Comparative Quarter”).

KORE incurred a net loss of $789,071 during the three months ended September 30, 2022, compared to $2,792,585 during the three months ended September 30, 2021, a decrease of $2,003,514. The decrease in the net loss was primarily due to the lower exploration activity as the Company focused only on high-impact activities to conserve its capital resources. Total exploration and evaluation expenditure declined by $847,044 relative to the Comparative Quarter. The Company’s marketing and professional fees and the management fees and wages also decreased (2022 – $191,742; 2021 - $522,013) and (2022 – $179,099; 2021 - $473,072) respectively, as the Company implemented its capital conservation plan, as described above.

The Company’s (non-cash) share-based payments were also lower (2022-$58,714 [gain]; 2021- $313,694) due to the forfeiture of previously granted stock options.

All other costs of the Company remained consistent during these two quarters.

Summary of Quarterly Results

The following table shows selected quarterly financial information for each of the last eight quarters:

30-Sep-22 30-Jun-22 31-Mar-22 31-Dec-21 30-Sep-21 30-Jun-21 31-Mar-21 31-Dec-20
Net income(loss) ($) (789,071) (1,759,367) (1,190,443) (1,634,517) (2,792,585) (2,215,605) $6,938,073 (3,647,534)
Basic & diluted earnings (loss)
per share($)
(0.01) (0.01) (0.01) (0.01) (0.02) (0.02) $0.07 (0.04)

Liquidity, Capital Resources and Going Concern

The condensed interim consolidated financial statements of the Company have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.

In November 2022, the Company completed the Rights Offering to the holders of its common shares and raised $864,970 through issuance of 86,497,010 common shares. The Rights Offering was issued at a minimum possible price of $0.01 per share, a steep discount from the market price of the Company’s common shares, to confer a benefit on its shareholders willing to participate in the Rights Offering.

The continuing operations of the Company are dependent upon the Company’s ability to arrange financing consistently. There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. If adequate financing is not available when required, the Company may be required to further delay, scale back or eliminate various programs and may be unable to continue operations. The Company will seek such additional financing through debt or equity offerings, but there can be no assurance that such financing will be available on terms acceptable to the Company or at all.

As at September 30, 2022, the Company had a cash balance of $492,007 and a working capital deficit of $163,360 with current liabilities of $975,818. The Company has incurred losses since inception and does not generate any cash inflows from operations. For the nine months ended September 30, 2022, cash used in operating activities totaled $3,040,183.

The Company’s ability to continue to meet its obligations and carry out its planned exploration activities for at least the next twelve months is uncertain and dependent upon the continued financial support of its shareholders and on securing additional financing. There is, however, no assurance that any such initiatives will be sufficient and, as a result, there is significant doubt regarding the going concern assumption and, accordingly, the ultimate appropriateness

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KORE MINING LTD. Management’s Discussion and Analysis September 30, 2022 (Expressed in Canadian dollars unless otherwise stated)

of the use of accounting principles applicable to a going concern. The Company’s condensed interim consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations for at least 12 months following the period end. These adjustments could be material.

Cash Used in Operating Activities

Net cash used in operating activities during the nine months ended September 30, 2022, was $3,040,183 (2021 - $6,960,358). KORE’s activities are highly dependent on the cash resources available to the Company (see “ Liquidity, Capital Resources, and Going Concern” above) and therefore can fluctuate from period to period.

Cash Used in (Provided by) Financing Activities

Net cash used in financing activities during the nine months ended September 30, 2022, was $54,889 (2021 – cash provided of $7,351,907). The significant change was as a result of a bought deal public offering (the “Offering”) during the nine months ended September 30, 2021. Pursuant to the Offering, the Company issued 8,422,000 units (the “Units”) of the Company at a price of $0.95 per Unit for aggregate gross proceeds of $8,000,900.

With respect to the June 2021 prospectus-based financing, the table below compares the pro-forma sources and uses of funds with the actual sources and uses of funds. All amounts are in Canadian dollars.

Source of funds Pro forma Actual
Gross proceeds
Agent commissions
Other costs
$ 8,000,900
(480,054)
(300,000)
$ 8,028,098
(446,956)
(389,453)
7,220,846 7,191,689
Uses of funds Pro forma Actual Explanation
Imperial exploration
Imperial mine permitting
Long Valley exploration
Other property costs
General & Admin - workingcapital
1,500,000
1,500,000
1,250,000
750,000
2,200,000
2,063,000
821,000
210,622
805,000
3,300,378

In progress
In progress
Evaluation of additional projects and payment of mining claims.
7,200,000 7,200,000

Cash Used in Investing Activities

Net cash used in investing activities during the nine months ended September 30, 2022 was $nil (2021-$229,393) The cash used in investing activities in the prior period pertained to a payment for a bond for mineral properties of $117,210 and acquisition of equipment for $112,183.

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KORE MINING LTD. Management’s Discussion and Analysis September 30, 2022 (Expressed in Canadian dollars unless otherwise stated)

Outstanding Share Data

The Company’s authorized share capital consists of an unlimited number of common shares without par value. As of the date of this MD&A, the following shares, warrants, and options were outstanding:

Number of
Shares/Options/ Exercise Price Expiry Date
Warrants
Issued and Outstanding Shares 115,329,347
Warrants 4,550,975 $1.35 18-Jun-23
Warrants 468,751 $0.95 18-Jun-23
Stock Options 750,000 $0.50 01-Nov-23
Stock Options 1,500,000 $0.14 12-Jan-24
Stock Options 150,000 $0.25 09-May-24
Stock Options 2,600,000 $0.27 03-Jul-24
Stock Options 150,000 $0.62 29-Jul-24
Stock Options 500,000 $0.29 18-Oct-24
Stock Options 800,000 $0.44 27-Apr-25
Stock Options 300,000 $1.50 03-Sep-25
Stock Options 25,000 $1.34 30-Nov-25
Stock Options 1,450,000 $0.62 29-Jul-26
Stock Options 600,000 $0.37 20-Jan-27
Restricted Stock Units 1,091,693 NA NA
Fully Diluted at November 16, 2022 130,265,766

Financial Instruments and Risk Management

The Company may be exposed to risks of varying degrees of significance which could affect its ability to achieve its strategic objectives. The main objectives of the Company’s risk management processes are to ensure that risks are properly identified and that the capital base is adequate in relation to those risks. The principal risks to which the Company is exposed are described below.

Credit risk

Credit risk is the risk of potential loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its cash and cash equivalents and the amount receivable from Karus Gold.

The Company has assessed its exposure to credit risk on its cash and cash equivalents and has determined that such risk is minimal. The majority of the Company’s cash is held with reputable financial institutions in Canada. The Company also considers the credit risk related to the amount receivable from Karus Gold as insignificant and expects to collect the amount within one year.

Liquidity risk

Liquidity risk is the risk that the Company is not able to meet its financial obligations as they fall due. As at September 30, 2022, the Company had a working capital deficit of $163,360 but it does not have any long-term monetary liabilities. The Company will seek additional financing through debt or equity offerings, but there can be no assurance that such financing will be available on terms acceptable to the Company or at all. The Company’s approach to managing liquidity risk is to endeavor to ensure that it will have sufficient liquidity to meet liabilities when they fall due. As at September 30, 2022, the Company had cash of $492,007 to settle current liabilities of $975,818. The

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KORE MINING LTD. Management’s Discussion and Analysis September 30, 2022 (Expressed in Canadian dollars unless otherwise stated)

Company’s financial liabilities have contractual maturities of 30 days or are due on demand and are subject to normal trade terms. See Liquidity, Capital Resources and Going Concern” for more information.

Interest rate risk

Interest rate risk is the risk arising from the effect of changes in prevailing interest rates on the Company’s financial instruments. The Company holds its cash and cash equivalents on which it earns variable rates of interest and may therefore be subject to a certain amount of risk, though this risk is immaterial.

Foreign currency risk

Foreign currency risk is the risk that the fair value of, or future cash flows from, the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. The Company maintains its cash reserves in Canadian and United States dollars. The portion of the Company’s funds held in US dollars are subject to fluctuations in foreign exchange rates.

As at September 30, 2022, the Company has certain monetary items denominated in United States dollars. Based on these net exposures, a 10% appreciation or depreciation of the Canadian dollar against the United States dollar would result in an increase or decrease of approximately $41,700 in the Company’s net loss.

Fair Values

The carrying values of cash, deposits and other receivables and trade and other accounts payable approximate fair values due to their short-term to maturity nature.

Related Party Transactions

The Company shares office space and personnel with Karus and as a result, any related cost incurred is also shared. During the three and nine months ended September 30, 2022, such administrative transactions with Karus amounted to $14,791 and $44,118 (2021 – $10,397 and $67,322), respectively.

As at September 30, 2022, total amount receivable from Karus was $185,430 (December 31, 2021 - $141,312). This amount is unsecured, non-interest bearing, and due on demand.

During the nine months ended September 30, 2022, the Company entered into a consulting agreement with the Chief Financial Officer (“CFO”) of the Company for a monthly fee of $8,500 through Avisar Everyday Solutions Ltd. (“Avisar”), a company where the CFO is a director and an officer, to provide accounting related services to KORE. During the three and nine months ended September 30, 2022, the Company incurred $25,500 and $42,500 and (2021 - $nil) respectively in professional fees to Avisar.

As at September 30, 2022 the total amount payable to Avisar was $9,240 (December 31, 2021-$nil). This amount is unsecured and due on demand.

Key Management Compensation

Key management are those personnel having the authority and responsibility for planning, directing and controlling the Company and include the Chairman, President & Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Directors. During the three and nine months ended September 30, 2022, total key management compensation was $122,318 and $792,790 (2021 - $631,154 and $1,284,347), respectively, which includes management fees and salaries of $50,000 and $404,477 (2021 - $523,347 and $940,306) respectively, and share-based compensation of $122,318 and $438,313 (2021 - $107,807 and $344,041), respectively.

As at September 30, 2022, a total of $66,860 (December 31 2021 - $110,860) was payable to key management personnel.

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KORE MINING LTD. Management’s Discussion and Analysis September 30, 2022 (Expressed in Canadian dollars unless otherwise stated)

Significant Judgments, Estimates and Assumptions

The preparation of the Company’s financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Estimates and assumptions are continually evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ from these estimates. Significant estimates and critical judgements, including those that have a risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next year were the consistent with those disclosed within and applied in the preparation of the annual audited financial for the year ended December 31, 2021.

Recent Accounting Standards

There are no recent accounting pronouncements or standards expected to have a material impact on the Company.

Cautionary Note Regarding Forward Looking Statements

Forward-looking statements look into the future and provide an opinion as to the effect of certain events and trends on the business. Certain statements contained in this MD&A constitute forward-looking statements. The use of any words such as "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions or their negatives or other comparable words are intended to identify forward-looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors. Examples of where the Company uses forward looking statements include when discussing the outlook, plans and timing for the Company’s exploration plans, operational plans and future expenditure expectations.

It is important to note that:

  • Unless otherwise indicated, forward-looking statements in this MD&A describe the Company's expectations as of the date of this MD&A.

  • Readers are cautioned not to place undue reliance on these statements as the Company's actual results, performance or achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements if known or unknown risks, uncertainties or other factors affect the Company's business, or if the Company's estimates or assumptions prove inaccurate. Therefore, the Company cannot provide any assurance that forward-looking statements will materialize.

  • The Company assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or any other reason except as required by law.

Cautionary Note to U.S. Investors Regarding Mineral Resource Estimates

Information regarding mineral resource estimates has been prepared in accordance with the requirements of Canadian securities laws, which differ from the requirements of the United States Securities and Exchange Commission (“SEC”) Industry Guide 7. In October 2018, the SEC approved final rules requiring comprehensive and detailed disclosure requirements for issuers with material mining operations. The provisions in Industry Guide 7 and Item 102 of Regulation S-K, have been replaced with a new subpart 1300 of Regulation S-K under the United States Securities Act and became mandatory for SEC registrants after January 1, 2021. The changes adopted are intended to align the SEC’s disclosure requirements more closely with global standards as embodied by the Committee for Mineral Reserves International Reporting Standards (CRIRSCO), including Canada’s NI 43-101 and CIM Definition Standards. Under the new SEC rules, SEC registrants will be permitted to disclose “mineral resources” even though they reflect a lower level of certainty than mineral reserves. Additionally, under the New Rules, mineral resources must be classified as “measured”, “indicated”, or “inferred”, terms which are defined in and required to be disclosed by NI 43-101 for Canadian issuers and are not recognized under SEC Industry Guide 7. An “Inferred Mineral Resource” has a lower level of confidence than that applying to an “Indicated Mineral Resource” and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of “Inferred Mineral Resources” could be upgraded to “Indicated Mineral Resources” with continued exploration. Accordingly, the mineral resource estimates and related information may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements under the United States federal laws and the rules and regulations

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KORE MINING LTD. Management’s Discussion and Analysis September 30, 2022 (Expressed in Canadian dollars unless otherwise stated)

thereunder, including SEC Industry Guide 7. U.S. investors are cautioned not to assume that any part of an inferred mineral resource exists or is economically or legally mineable.

Risk Factors

See the risk factors disclosed in the Company’s Annual Information Form for the year ended December 31, 2021 and dated April 27, 2022 for a detailed discussion of the Company’s risk factors.

Other Information

Additional information related to the Company is available for viewing on SEDAR at www.sedar.com and on the Company’s website at www.koremining.com.

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