KORE Mining Ltd. — Management Reports 2023

Apr 21, 2023

KORE MINING LTD.

Management's Discussion and Analysis

December 31, 2022

Corporate Summary - Nature of Operations3
Highlights3
Outlook4
Selected Annual Information10
Results of Operations10
Summary of Quarterly Results 11
Liquidity, Capital Resources and Going Concern 11
Outstanding Share Data 13
Financial Instruments and Risk Management13
Fair Values14
Related Party Transactions14
Key Management Compensation14
Significant Judgments and Estimates 15
Cautionary Note Regarding Forward Looking Statements16
Cautionary Note to U.S. Investors Regarding Mineral Resource Estimates16
Risk Factors17

The following Management's Discussion and Analysis ("MD&A"), prepared as of April 19, 2023, should be read together with the consolidated financial statements of KORE Mining Ltd. ("KORE" or the "Company") for the years ended December 31, 2022 and 2021 which are prepared in accordance with International Financial Reporting Standards ("IFRS"). 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 ("Long Valley" or "Long Valley project"). KORE is using geophysics and other modern exploration techniques to target drilling to expand the deposit on-strike and at depth. In October 2020, KORE published 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".

Highlights

During the year ended December 31, 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 Mesquite-Imperial-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.

• During March 2023, the United States District Court for the Eastern District of California ("USFS") denied a motion by non-governmental organizations ("NGOs") to overturn the authorization granted by the USFS of KORE's proposed drill program at the Long Valley project. KORE had voluntarily limited any work at the Long Valley project pending the outcome of the court case between the NGOs and the USFS. The NGOs have filed an appeal to this decision with the Ninth Circuit, the outcome of which is pending as of the approval date of this MD&A.

• 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, remains 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 fiveyear term.

• During November 2022, the Company 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.

• Upon closing of the Rights Offering, 201,826,357 common shares were issued and outstanding.

• Existing Company's insiders subscribed for an aggregate of 35,628,687 common shares through the exercise of their subscription privilege in the Rights Offering for an aggregate purchase price of $356,287. The Company had entered into standby commitment agreements with its directors to support the Rights Offering (the "Standby Commitment Agreements"). In connection with these Standby Commitment Agreements, the Company issued an aggregate of 11,157,937 common share purchase warrants (the "Standby Commitment Warrants"). Each Standby Commitment Warrant is exercisable for five years from the date of issuance into one common share of the Company at a price of $0.105 per common share.

Outlook

KORE's focus in 2023 is planned to be to conserve its capital while unlocking value through exploration and drill preparation activities. The Company is permitted to drill at Long Valley project 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. During 2022, the Company dropped some non-core lode claims at both Long Valley and Imperial. 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").

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") during 2022 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 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 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 in 2022. The earliest a permit could be expected during 2023. KORE intends to mobilize drilling to the targets as soon as a permit is received.

KORE 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 stepouts 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 Long Valley.

KORE received a permit to drill the project in October 2021 from the USFS. KORE had voluntarily limited any work at the Long Valley project pending the outcome of the court case between the NGOs and the USFS. The USFSs motion for summary judgement was granted in March 2023 and its authorization of KORE's proposed drill program was upheld. KORE intends to proceed with exploration at Long Valley during the summer/fall of 2023. (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 respects the guidelines of local, state, and federal governments at each project.

All 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 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 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.

In addition to the Imperial claims, the Company staked addition claims in Mesquite-Picacho District.

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 are all in good standing with all holding fees paid until fall of 2023. 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.

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

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

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)
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 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. 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 NI 43-101 by 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

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)
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(tonnes)	Grade(g/t)	Au(oz)	Au Cut-off(g/t)
Indicated
Long Valley 1	63,669,000	0.58	1,217,000	0.17 & 0.21
Imperial 2	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

Exploration & Evaluation Expenses

Following is a summary of exploration and evaluation expenses by project for the year ended December 31, 2022:
For the year ended December 31, 2022	Long Valley	Imperial	Other	Total
Claim holding and taxes	$33,026	$267,844	$-	$300,871
Engineering and development	3,519	96,333	-	99,852
Geophysics and ground prospecting	10,464	42,112	4,064	56,641
Permitting and environment	-	39,407	-	39,407
Project administration and support	-	20,100	29,064	49,164
Contractors, professional fees and wages	3,008	213,776	-	216,783
Technical reports and studies	22,173	317,056	-	339,229
Travel, logistics & camp costs	752	30,199	-	30,951
Recoveries	-	-	( 48,312)	( 48,312)
	$72,942	$1,026,827	$( 15,184) $	1,084,586

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.

For the year ended December 31, 2021	Long Valley	Imperial	Other	Total
Claim holding and taxes	$264,357	$644,799	$-	$909,156
Engineering and development	1,763	376,804	-	378,567
Geophysics and ground prospecting	48,418	155,189	-	203,607
Permitting and environment	137,472	307,774	-	445,246
Project administration and support	-	92,395	-	92,395
Contractors, professional fees and wages	277,634	813,152	-	1,090,786
Technical reports and studies	9,885	367,426	-	377,311
Travel, logistics & camp costs	864	89,233	-	90,097
Recoveries			( 189,346)	( 189,346)
Recovery of costs in connection with			( 11,939)	( 11,939)
Spinout
	$740,393	$2,846,772	$( 201,285) $	3,385,880

Following is a summary of exploration and evaluation expenses by project for the year ended December 31, 2021:

Selected Annual Information

	For the year ended	For the year ended
Item	December 31, 2022	December 31, 2021
Net loss	$(4,216,603)	$295,366
Basic & diluted loss per share	$(0.03)	$0.00
Total assets	$3,321,055	$6,214,751

Results of Operations

For the year ended December 31, 2022 (the "Current Year") compared to the year ended December 31, 2021 (the "Comparative Year").

The Company incurred a net loss during the year ended December 31, 2022, of $4,216,603 compared to net income of $295,366 during the year ended December 31, 2021. The net income during the Comparative Year 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 Year were $4,204,615 compared to $9,005,090, a decrease of $4,800,475, primarily attributable to a decrease in exploration and evaluation expenses of $2,301,294, and in marketing and professional fees of $1,149,921, as the Company implemented its capital conservation plan. The Company's (noncash) share-based payments net of forfeitures were also lower (2022 - $589,015; 2021 - $1,206,463) due to the forfeiture of previously granted stock options. The management fees and wages were reduced (2022 - $976,409; 2021- $1,682,307) due to resignations.

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

For the three months ended December 31, 2022 (the "Current Quarter") compared to the three months ended December 31, 2021 (the "Comparative Quarter").

The Company incurred a net loss during the three months ended December 31, 2022, of $477,722 compared to $1,634,517 during the three months ended December 31, 2021, a decrease of $1,156,795. 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 $457,625. The Company's marketing and professional fees expenses also decreased (2022 – $74,295; 2021 - $349,227), as the Company implemented its capital conservation plan, as described above. The Company's (non-cash) share-based payments net of forfeitures were also lower (2022 - $158,849; 2021 - $328,357) due to the forfeiture of previously granted stock options. The management fees and wages were reduced (2022 - $77,523; 2021- $445,658) due to resignations.

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:

	31-Dec-22	30-Sep-22	30-Jun-22	31-Mar-22	31-Dec-21	30-Sep-21	30-Jun-21	31-Mar-21
Net income (loss)					$(477,722) $(789,071) $(1,759,367) $(1,190,442) $(1,634,517) $(2,792,585) $(2,215,605)			$6,938,073
Basic & dilutedearnings (loss) pershare	$(0.00)	$(0.01) $	(0.02) $	(0.01) $	(0.01) $	(0.02) $	(0.02)	$0.07

Liquidity, Capital Resources and Going Concern

The 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.

The continuing operations of the Company are dependent upon the Company's ability to arrange financing consistently. 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. During the year ended December 31, 2021, the Company raised an excess of $8 million through private placements.

Despite the recent success, 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 December 31, 2022, the Company had a cash balance of $743,336 and working capital of $312,423 with current liabilities of $751,194. The Company has incurred losses since inception and does not generate any cash inflows from operations. For the year ended December 31, 2022, the Company used cash flows in operations of $3,490,753 (2021 - $8,255,055).

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 of the use of accounting principles applicable to a going concern. The Company's 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 reporting period. These adjustments could be material.

Cash Used in Operating Activities

Net cash used in operating activities during the year ended December 31, 2022, was $3,490,753, compared to $8,255,055 during the year ended December 31, 2021. 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 raised in financing activities during the year ended December 31, 2022, was $616,500 (2021 – cash provided of $7,175,377). The significant change was as a result of a bought deal public offering (the "Offering") during the year ended December 31, 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	8,000,900	8,028,098
Agent commissions	(480,054)	(446,956)
Other costs	(300,000)	(389,453)
	7,220,846	7,191,689
Uses of funds	Pro forma	Actual	Explanation
Imperial exploration	1,500,000	2,062,000
Imperial mine permitting	1,500,000		821,000 In progress
Long Valley exploration	1,250,000		209,204 Exploration work pending the outcome of
			the court case between the NGOs and the
			USFS.
Other property costs	750,000		807,000 Evaluation of additional projects and
			payment of mining claims.
General & Admin - working	2,200,000	3,300,796
capital
	7,200,000	7,200,000

With respect to the November 2022 rights-offering 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	864,970	864,970
Agent commissions	(100,000)	(168,868)
	764,970	696,102
Uses of funds	Pro forma	Actual	Explanation
Imperial permitting	112,000		31,982 In progress
Working Capital and General	652,970		220,377 In progress
Corporate purposes
	764,970	252,360

Cash Used in Investing Activities

Net cash used in investing activities during the year ended December 31, 2022, was $nil (2021 - $228,995). The cash used in investing activities during the Comparative Year pertained to a payment for a bond for mineral properties of $116,812 and acquisition of equipment for $112,183.

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 ofShares/Options/
	Warrants	Exercise Price ($)	Expiry Date
Issued and Outstanding Shares	201,826,357
Warrants	4,550,975	1.35	June 18, 2023
Warrants	468,751	0.95	June 18, 2023
Warrants	11,157,937	0.11	November 16, 2027
Stock Options	750,000	0.50	November 1, 2023
Stock Options	1,500,000	0.14	January 12, 2024
Stock Options	150,000	0.25	May 8, 2024
Stock Options	2,600,000	0.27	July 2, 2024
Stock Options	150,000	0.62	July 29, 2024
Stock Options	500,000	0.29	October 28, 2024
Stock Options	800,000	0.44	April 27, 2025
Stock Options	300,000	1.50	September 3, 2025
Stock Options	25,000	1.34	November 30, 2025
Stock Options	1,450,000	0.62	July 29, 2026
Stock Options	600,000	0.37	January 20, 2027
Restricted Stock Units	232,233	NA	NA
Restricted Stock Units	859,460	NA	NA
Fully Diluted at April 19, 2023	227,061,253

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 December 31, 2022, the Company had a working capital of $312,423 but 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 December 31, 2022, the Company had cash of $743,336 to settle current liabilities of $751,194. The 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.

The fair value of KORE's reclamation bond is subject to interest rate fluctuations. The management does not believe the fluctuations in the fair value of the reclamation bond would have a significant impact on the Company's financial statements given the overall low value of the reclamation bond.

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 December 31, 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 a decrease or increase of $39,770 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. For the year ended December 31, 2022, such administrative transactions with Karus amounted to $59,643 (2021 – $141,312).

As at December 31, 2022, the total amount receivable from Karus was $200,955 (2021 - $141,312). This amount is unsecured, non-interest bearing, and due on demand.

During the year ended December 31, 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. For the year ended December 31, 2022, the Company incurred $68,000 (2021 - $Nil) in professional fees to Avisar.

As at December 31, 2022, the total amount payable to Avisar was $18,480 (2021 - $Nil). This amount is unsecured and due on demand.

The directors of the Company participated in the Rights Offering and subscribed for a total of 35,628,687 common shares. The directors of the Company were also granted 11,157,937 Standby Commitment Warrants.

Key Management Compensation

Key management are those personnel having the authority and responsibility for planning, directing and controlling the Company and include the Executive Chairman & Chief Executive Officer, Chief Financial Officer and Directors.

The key management compensation was as follows:

	For the year endedDecember 31, 2022$	For the year endedDecember 31, 2021$
Management fees and salaries	$454,477	$1,132,055
Share-based compensation	$544,684	$741,667
	$999,161	$1,873,722

As at December 31, 2022, a total of $42,083 (2021 - $110,860) was payable to key management personnel.

Significant Judgments and Estimates

Critical Judgments

The preparation of the financial statements requires the Company to make judgments regarding the going concern of the Company as discussed in Note 2 of the consolidated financial statements for the year ended December 31, 2022.

The Company is also required to make significant judgments on the ongoing feasibility of exploration and evaluation assets, and whether there are indicators that the right to explore the specific area has expired or will be allowed to expire, that further exploration and evaluation plans have changed, or whether development of a specific area is unlikely to recover existing exploration and evaluation costs. If any of these indicators are present, management would need to assess whether the exploration and evaluation property is impaired.

Significant Estimates

The Company provides for such differences where known based on management's best estimate of the probable outcome of these matters. The Company was required to make an estimation of the value of the shares of Karus Gold distributed to shareholders of the Company (Note 5 of the consolidated financial statements). Karus Gold is not publicly listed and had no observable market price to derive a fair value. Management relied on a number of factors, including a third-party valuation report, similar projects and recent transactions, comparable land packages and valuation of publicly traded entities, historical exploration work and expenditures made on the project, as well as external market conditions, including current and future commodity price expectations.

The determination of the fair value of stock options or compensatory warrants using the Black-Scholes Option Pricing model requires the input of highly subjective assumptions, including expected future price volatility. Changes in the subjective input assumptions could materially affect the fair value estimate.

New IFRS Pronouncements - not yet adopted

Amendments to IAS 1 - Presentation of Financial Statements

In October 2022, the IASB issued amendments to IAS 1, Presentation of Financial Statements titled Non-current liabilities with covenants. These amendments seek to improve the information that an entity provides when its right to defer settlement of a liability is subject to compliance with covenants within 12 months after the reporting period. These amendments to IAS 1 override but incorporate the previous amendments, Classification of liabilities as current or non-current, issued in January 2020, which clarified that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Liabilities should be classified as non-current if a company has a substantive right to defer settlement for at least 12 months at the end of the reporting period. The amendments are effective January 1, 2024, with early adoption permitted. Retrospective application is required on adoption. The Company does not expect the impact of this amendment to be significant to its consolidated financial statements.

Amendment to IAS 1 and IFRS Practice Statement 2 - Disclosure of Accounting Policies

In February 2021, the IASB issued amendments to IAS 1, Presentation of Financial Statements and the IFRS Practice Statement 2 Making Materiality Judgements to provide guidance on the application of materiality judgments to accounting policy disclosures. The amendments to IAS 1 replace the requirement to disclose 'significant' accounting policies with a requirement to disclose 'material' accounting policies. Guidance and illustrative examples are added in the Practice Statement to assist in the application of materiality concept when making judgments about accounting policy disclosures. The amendments are effective January 1, 2023, with early adoption permitted. Prospective application is required on adoption. The Company does not expect the impact of this amendment to be significant to its consolidated financial statements.

Amendment to IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors

On February 12, 2021, the IASB issued an amendment to IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors ("IAS 8") to introduce the definition of an accounting estimate and include other amendments to help entities to distinguish changes in accounting estimates from changes in accounting policies. The amendment to IAS 8 is effective for annual reporting periods on or after January 1, 2023, and early adoption is permitted. The Company does not expect the impact of this amendment to be significant to its consolidated financial statements.

Amendment to IAS 12, Income Taxes

On May 7, 2021, the IASB issued an amendment to IAS 12, Income Taxes ("IAS 12") to clarify how companies account for deferred taxes on transactions such as leases and decommissioning obligations. The amendment requires companies to recognize deferred tax on transactions that, on initial recognition, give rise to equal amounts of taxable deductible temporary differences. The amendment to IAS 12 is effective for annual reporting periods on or after January 1, 2023, and early adoption is permitted. The Company does not expect the impact of this amendment to be significant to its consolidated financial statements.

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.

For a description of material factors that could cause the Company's actual results to differ materially from the forward-looking statements in this MD&A, please see "Risk Factors".

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 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.