Lithos Group — Management Reports 2020

Oct 17, 2020

ALCHEMIST MINING INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS For the Year Ended April 30, 2020

Introduction

This Management’s Discussion and Analysis (“MD&A”) is a review of the operations, current financial position and outlook for Alchemist Mining Inc. (the “Company”). This discussion should be read in conjunction with the Company’s audited financial statements and accompanying notes for the year ended April 30, 2020, available through the SEDAR website at www.sedar.com.

The Company’s financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”). The Company’s functional and reporting currency is the Canadian Dollar, unless otherwise stated. This Management Discussion and Analysis is dated October 16, 2020.

The Company was incorporated as NY85 Capital Inc. under the Business Corporations Act on October 22, 2010 in the Province of British Columbia. On May 31, 2012, the Company completed its Qualifying Transaction (“QT”) and received the Final Exchange Bulletin from the TSX Venture Exchange ("TSX-V”). On October 1, 2012, the shareholders of the Company approved the name change from NY85 Capital Inc. to Alchemist Mining Inc. at the Annual General and Special Meeting of the Company. On August 20, 2014, the Company de-listed from the TSX-V and commenced trading on the Canadian Securities Exchange ("CSE"). The common shares of the Company are listed for trading on the CSE under the symbol AMS. The Company is currently cease traded having failed to file its financial statements by the due date of August 28, 2020.

The registered office and records of the Company are located at 6[th] Floor, 905 West Pender Street, Vancouver. B.C. V6C 1L6. The Company’s main contact is its CEO, Mr. Paul Mann. The Company’s phone number is (844) 420 2254.

The Company has been operating in a single business segment focusing on mineral exploration in Canada. The Company is transitioning to a technology developer and provider initially targeting the Cannabis sector and a vertically integrated cannabis enterprise and is waiting for approval of their change in business by the CSE. To date, the Company has not generated any revenue and has met its cash requirements primarily through share issuances. Until the Company attains profitability, it will be necessary to raise additional financings for general working capital and for exploration costs on its property. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the future success of the business could be adversely affected. There is no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company.

The Company expects to use its available working capital, for general working capital, including complementary acquisitions. The Company’s objectives are to evaluate other opportunities to build shareholder value.

Overall Performance

On December 3rd, 2018, the Company announced the signing of a Strategic Partnership Agreement with AguaTechnologies. Under the terms of the agreement, Alchemist and Agua will deploy the Aqua suite of software and hardware products to cannabis operators throughout the United States. Both companies will continue to explore other opportunities to further expand the strategic partnership and enhance the user experiences for all users. The strategic partnership agreement will see the two companies share revenue on a 50/50 basis from the “net” proceeds generated from all clients contracted under the agreement. This agreement has expired.

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MANAGEMENT’S DISCUSSION AND ANALYSIS For the Year Ended April 30, 2020

ALCHEMIST MINING INC.

On March 19, 2019, the Company entered into an asset purchase agreement (“Agreement”) with Green Rush Consulting LLC (“Green Rush”) whereby Green Rush has granted the Company the right to purchase 100% of Green Rush’s right, title, and interest in and certain intellectual property rights relating to Green Rush’s Oddysee Software Platform, a software-as-a-service platform focused on the automation for city and state cannabis license applications.

In accordance with the Agreement, the Company is required to make a series of payments totaling US$3,750,000 (“Purchase Price”) and issue 20,000,000 common shares of the Company (“Consideration Shares”) to Green Rush. As at April 30, 2020 and 2019, the Company has paid $599,695 (US$453,895). This amount has been recorded as a prepaid acquisition cost. The reminder of the purchase price of US$3,296,105 will be issued as a secured promissory note.

The Company shall pay the reminder of the Purchase price, issue the common shares and promissory note once the closing date is agreed upon between the Company and Green Rush. Currently, management and Green Rush are in discussions regarding when the Agreement will close. The Agreement is also pending CSE approval. In addition, the Company is currently cease traded. There is no guarantee that the deposit will be refundable if the asset purchase agreement does not close.

On March 27, 2019 the Company announced the signing of a binding letter of intent (“LOI”) for the acquisition of a 15% interest in Lady Chatterley Health. The purchase price shall be $210,000 USD, paid in common shares of the capital of Alchemist. Further, Alchemist will undertake to invest a minimum of $800,000 USD in exchange for a further 49% of the company, milestones and details of which were be set out in the definitive agreement. This agreement has expired.

On March 29, 2019 the Company entered into a letter of intent (“LOI”) to acquire a 10% interest in Rubikon Blockchain Corporation. The purchase price shall be $902,882 CND to be paid in shares of Alchemist, with an undertaking to invest $800,000 CDN into Rubikon. This agreement has expired.

On April 9, 2019 the Company entered into a letter of intent (“LOI”) with Vancouver Island Therapeutics Limited (“VIT”), regarding a strategic partnership and exclusive right to purchase a 15% in VIT.

The parties agree to enter into a Strategic Partnership where VIT shall produce its products in both white label and branded under its own name, and Alchemist will establish distribution channels and retail partners in both Canada and the United States. Further both parties also agree to enter into a share exchange agreement which contemplates the purchase of a 15% interest in Island Therapeutics. The purchase price shall be $150,000, paid in common shares of the capital of Alchemist, Further details are yet to be negotiated and determined between the two parties. Alchemist will undertake to invest a minimum of $350,000 and up to a maximum of 49% of the then value of the Assets, details of which will be set out in the Definitive Agreement. Alchemist further agrees to assist VIT in securing the necessary licenses, facilities and production partners in Canada, The United States and any other jurisdictions that the parties mutually agree to operate in. This agreement has been terminated.

On April 18, 2019 the Company entered into a letter of intent (“LOI”) with Island Genetics Ltd. (“IG”) regarding a Strategic Partnership between the two parties. The agreement contemplates an understanding between IG and Alchemist to enter into an agreement which would see the exchange of common shares of BIG reflecting a 15% interest in Island Genetics, at the date of this LOI. The exchange shall be valued at $112,500 Canadian dollars paid in the common shares of Alchemist which are to be valued at $0.055 Canadian, per share.

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MANAGEMENT’S DISCUSSION AND ANALYSIS For the Year Ended April 30, 2020

ALCHEMIST MINING INC.

The parties agree to enter into a Strategic Partnership where IG shall supply its products at mutually agreed wholesale prices to Alchemist and its wholesale and retail partners. IG also agrees produce specific strains identified by Alchemist exclusively for Alchemist and its wholesale and retail partners. Alchemist will establish wholesale distribution channels and retail partners in both Canada and the United States for the IG strains and products and the abovementioned exclusive products. Alchemist further agrees to assist IG in securing the necessary licenses, facilities and production partners in Canada and the United States and any other geographic jurisdictions that the parties mutually agree to operate in. This agreement has expired.

On August 31, 2020, the Company entered into a Letter of Intent (“LOI”) where Alchemist would purchase and acquire essentially all of the assets (excluding cash and cash equivalents) of All Nations Cannabis Corporation, a BC corporation. The assets include but are not limited to its name, real estate land holdings, cultivation facility and business agreements. The purchase price will be $20,000,000 payable in the common shares of Alchemist at a fixed value of $0.045 per share.

Selected Annual Information

Years ended April 30, 2020, 2019 and 2018.

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April 30, 2020 April 30, 2019 April 30, 2018
Continued Operations
Net loss for the year $ (435,360) $ (990,277) $ (809,222)
Comprehensive loss for the year (435,360) (990,277) (809,222)
Basic and diluted loss per share (0.01) (0.02) (0.02)
Total Assets 650,380 633,318 491,610
Total Liabilities 566,339 141,979 145,667
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Results of Operations

For the three months ended April 30, 2020, the Company incurred a net loss of $136,125 compared to a net loss of $204,061 for the three months ended April 30, 2019. The Company’s loss included expenditures as follows:

• Accounting, legal and audit fees of $23,901 (2019 – $57,121) decreased due to decreased engagement of legal counsel in the current period;

• Consulting fees of $117,500 (2019 - $44,000) increased as a result of reclassification of management fees as consulting fees.

• Filing fees and shareholder information of $5,314 (2019 - $5,241) remained relatively consistent;

• Management fees of $Nil (2018 - $22,500) decreased as a result of reclassification of management fees as consulting fees.

• Rent expense (recovery) of ($2,156) (2019 - $7,169) decreased as the Company gave up its rental space.

• Office and general expense of $5,649 (2019 - $17,382) decreased due to decreased activity as the Company was cease traded.

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ALCHEMIST MINING INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS For the Year Ended April 30, 2020

• Accounts payable written off (gain) of ($32,902) (2019 - $Nil) as these amounts were no longer payable.

• Advances written off of $14,438 ($Nil) increased as the Company does not consider these amounts collectable.

For the year ended April 30, 2020, the Company incurred a net loss of $435,360 compared to a net loss of $990,277 for the year ended April 30, 2019. The Company’s loss included expenditures as follows:

• Accounting, legal and audit fees of $70,187 (2019 – $70,293) remained relatively consistent in the current year;

• Consulting fees of $341,000 (2019 - $310,481) increased due to increased activity, engagement of consultants and the reclassification of management fees as consulting fees;

• Filing fees and shareholder information of $20,730 (2019 - $23,918) decreased due to decreased activities the Company having been cease traded;

• Management fees of $Nil (2019 - $91,500) decreased as a result of reclassification of fees as consulting fees

• Rent recovery of $(2,156) (2019 - $49,735) decreased as a result of the Company giving up its rental space;

• Office and general expense of $4,062 (2019 - $4,160) remained relatively consistent.

• Accounts payable written off (gain) of ($32,902) (2019 - $Nil) as these amounts were no longer payable.

• Advances written off of $14,438 (2019 - $Nil) increased as the Company does not consider these amounts collectable.

• Impairment of exploration and evaluation assets of $Nil (2019 - $391,500) decreased as the Company impaired all mineral properties held in the prior year.

Summary of Quarterly Financial Results

Results for the most recent quarters including the last quarter ended April 30, 2020 are as follows:

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January 31, October 31,
For the Quarterly Periods ended: April 30, 2020 2020 2019 July 31, 2019
Total revenues $ - - - -
Net loss for the period (136,125) (103,644) (89,935) (105,656)
Net loss per common share, basic
and diluted (0.002) (0.002) (0.002) (0.002)
January 31, October 31,
For the Quarterly Periods ended: April 30, 2019 2019, 2018 July 31, 2018
Total revenues $ - - - -
Net loss for the period (204,061) (589,609) (107,533) (89,074)
Net loss per common share, basic
and diluted (0.005) (0.0015) (0.00) (0.00)
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ALCHEMIST MINING INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS For the Year Ended April 30, 2020

Proposed Transactions

On September 12, 2018, the Company signed a binding Letter of Intent (LOI) to acquire a 100% stake in Green Rush Consulting LLC’s (“Green Rush”) Oddysee Software Platform, a softwareas-a-service platform focused on the automation for city and state cannabis license applications. According to the terms of the LOI, the Company will pay the vendors a total value of USD $3,000,000 and issue 15,000,000 common shares in the capital of the Company in exchange for a 100% interest in the Oddysee Software Platform.

In consideration, the Company must make payments and issue common shares as follows:

• $500,000 USD in cash on or before September 15, 2018 (of which US$453,895 – CAN$599,695 has been paid during the year ended April 30, 2019);

• 15,000,000 common shares (not issued) of the Company upon signing of the definitive agreement (not signed); and

• $2,500,000 USD in cash (not paid) according to the terms of the definitive agreement (not signed).

On March 14, 2019 the Company announced an agreement, in exchange for a 100% interest in Oddysee, the Company has agreed to:

• Issue Green Rush 20,000,000 common shares (each, a “Consideration Share”) at a deemed price of $0.05 per share, subject to adjustment in the event of a consolidation or split of the Company’s shares. The Consideration Shares will be subject to statutory hold periods as well as an escrow agreement pursuant to which 10% of such shares will be released on closing and an additional 15% of such shares will be released every six months thereafter.

• Pay Green Rush US$3,750,000 (the “Cash Price”) over a four-month period commencing on the closing date. In connection with the Acquisition, Zeta Ceti, the principal of Green Rush, has agreed to serve on the board of directors of AMS and Green Rush has agreed to provide ongoing software development services to AMS to ensure a successful transition for Oddysee. The Acquisition is considered a change of business under the rules and policies of the Canadian Securities Exchange (the “CSE”) and, accordingly, remains subject to CSE approval and approval by the Company’s shareholders, which the Company intends to seek by way of written consent resolution. Currently, management and Green Rush are in discussions regarding when the agreement will close.

On September 2, 2020 the Company announced that it has entered a non-binding letter of intent (the “LOI”), dated August 31, 2020, for the acquisition (the “Transaction”) of All Nations Cannabis Corporation (“All Nations”), a company that is in the final stages of receiving a Health Canada License for the cultivation and processing of cannabis and associated products.

The transaction will include $20,000,000 of real estate on First Nations territory, including (i) a built-out late stage 30,000 sq. ft. cultivation facility (the “Facility”) sitting on 14 acres of leased land, and (ii) a further six buildings on individual parcels of leased property. The proposed consideration under the LOI will be the issuance of $20,000,000 worth of Alchemist common shares, at a deemed price of $0.045 per share.

Completion of the Transaction will be subject to receipt of necessary consents and approvals, including without limitation (i) approval of the Canadian Securities Exchange (the “CSE”) for the listing of the common shares of the resulting issuer, (ii) approval of

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ALCHEMIST MINING INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS For the Year Ended April 30, 2020

Alchemist’s shareholders and (iii) entry into of a definitive agreement. The Transaction will be an arm's length transaction and is expected to constitute a change of business of Alchemist under the CSE’s rules and policies. There can be no assurance that the Transaction will be completed on the terms proposed in the LOI or at all. No finder’s fees are payable in connection with the Transaction and no advances or other consideration will be paid by Alchemist to All Nations in advance of closing of the Transaction.

Related Party Transactions

Key management personnel compensation for the year ended April 30, 2020 and 2019 is as follows:

		April 30, 2020		April 30, 2019
Short-term compensation	$	241,500	$	284,356

Of the $241,500 recorded as short-term compensation for the year ended April 30, 2020 (2019 - $284,356), $7,500 (2019 - $8,000) was included in accounting and legal incurred to an officer of the Company, $Nil (2019 - $91,500) was included in management fees, and $234,000 (2019 - $184,856) was included in consulting fees incurred to directors and an officer of the Company.

On February 5, 2019, the Company issued 1,600,000 common shares as settlement of $80,000 in accounts payable with officers of the Company. The fair value of the common shares issued according to the trading price was $80,000.

At April 30, 2020, $218,125 (April 30, 2019 - $29,381) of unpaid management and consulting fees was included in accounts payable and accrued liabilities

At April 30, 2020, included in Shareholder loans is $5,962 (2019 - $NIL) was due to a related party.

Liquidity and Capital Resources

As at April 30, 2020, the Company had $19,708 (April 30, 2019 - $5,913) in cash and other current assets of $30,512 (April 30, 2019 - $26,951) for an aggregate of $50,220 (April 30, 2019 - $32,864). Current liabilities totaled $566,339 (April 30, 2019 - $141,979). Accordingly, as at April 30, 2020, the Company’s net working capital deficiency was $516,119 (April 30, 2019 - $109,115).

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ALCHEMIST MINING INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS For the Year Ended April 30, 2020

To address working capital requirements for the 2020 fiscal year, the Company has maintained cost control measures to minimize its general and administrative expenses.

During the year ended April 30, 2020, the Company received $6,062 from the exercise of 107,500 warrants at prices between of $0.055-$0.075 per share. These shares have not yet been issued and are included as subscriptions.

The Company received $22,000 during the year ended April 30, 2020 in share subscriptions towards a private placement which has not closed as at April 30, 2020. The private placement consists of units at a price of $0.25 per unit. Each unit is to be comprised of 4 common shares and 4 transferable common share purchase warrants. Each warrant will be exercisable for on additional common share at a price of $0.15 for a period of two year from the date of closing.

The Company will need to pursue additional financing during the April 30, 2020 fiscal year to further explore the Company’s resource properties and pay general and administrative expenses.

On December 14, 2018, the Company closed the first tranche of a non-brokered private placement and raised $689,000 through the issuance of 13,780,000 units at a price of $0.05 per unit. Each unit consists of one common share and one share purchase warrant. Each whole warrant is exercisable by the holder to acquire an additional common share of the Company for a period of one year from issuance at an exercise price of $0.075 per share. The Company paid finders fees of $7,150 and issued 143,000 agent warrants valued at $2,326 with the same terms as the warrants in the private placement.

On November 13, 2019 the Company settled indebtedness of $9,999 by the issuance of 181,800 shares at a price of $0.055 per share.

On February 2, 2019 the Company settled indebtedness of $80,000 by the issuance of 1,800,000 shares at a price of $0.05 per share.

On March 14, 2019 closed the final tranche of its first-round, non-brokered private placement offering, for total gross proceeds of $905,900. For the second tranche of the first round the Company has allotted and issued 4,338,000 units (the “Units”) at a price of $0.05 per Unit. Each Unit is comprised of one common share and one transferable share purchase warrant, with each warrant entitling the holder to purchase one additional common share of the Company for a period of up to 12 months at a price of $0.075.

On January 28, 2020 the Company received a loan of $50,000 from an arms-length individual. The principal on the loan is $50,000 with interest of $5,000 that represents a fixed interest of 10% regardless of the term of the loan. The loan is unsecured and is repayable upon the Company receiving any monies from any source whatsoever. This loan was repaid on September 17, 2020.

On July 23, 2020 the Company received an unsecured loan from a third party in the amount of $11,000. The loan is repayable on demand and bears interest at a fixed amount of $1,100. This loan was repaid on September 18, 2020.

On August 31, 2020 the Company announced a private placement (concurrent with the All Nations Cannabis Corporation LOI) in the amount of C$3,000,000 at a price of $0.035 per share. On September 15, 2020 the Company closed the first tranche of 14,285,715 common shares for gross proceeds of $500,000.

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ALCHEMIST MINING INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS For the Year Ended April 30, 2020

Outstanding Shares

The following table sets forth information concerning the outstanding securities of the Company:

	October 16, 2020	April 30, 2020	April 30, 2019
Common shares	73,197,614	58,911,900	58,911,900
Stock Options	1,120,000	1,120,000	2,520,000
Warrants	-	-	25,174,500
FullyDiluted Shares	74,317,614	60,031,900	86,606,400

Financial and Other Instruments

Financial instruments are agreements between two parties that result in promises to pay or receive cash or equity instruments. The Company classifies its financial instruments as follows: cash is classified as financial assets at FVTPL; and accounts payable and accrued liabilities, as other financial liabilities, which are measured at amortized cost. The carrying values of these instruments approximate their fair values due to their short term to maturity.

Fair value measurements of financial instruments are required to be classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The levels of the fair value hierarchy are defined as follows:

• Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

• Level 3: Inputs for assets or liabilities that are not based on observable market data.

The Company has exposure to the following risks from its use of financial instruments:

• Credit risk;

• Liquidity risk; and

• Market risk.

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company manages credit risk, in respect of cash, by placing cash at major Canadian financial institutions. The Company has minimal credit risk.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquid funds to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. The contractual financial liabilities of the Company as of April 30, 2020 equal $566,339 (April 30, 2019 - $141,979). All of the liabilities presented as accounts payable are due within 90 days of April 30, 2020.

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ALCHEMIST MINING INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS For the Year Ended April 30, 2020

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return on capital.

As at April 30, 2020, the Company is not exposed to significant market risk.

Critical Accounting Estimates

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates made in the preparation of these financial statements include the recoverability of the carrying value of exploration and evaluation assets, accrued liabilities, assumptions for the determination of fair value of share-based payments, and for the recoverability of deferred tax assets. Management believes the estimates are reasonable; however, actual results could differ from those estimates and could impact future results of operations and cash flows.

Management’s Report on Internal Control over Financial Reporting

In connection with Exemption Orders issued in November 2007 by each of the securities commissions across Canada, the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the Company will file a Venture Issuer Basic Certificate with respect to the financial information contained in the unaudited interim financial statements and the audited annual financial statements and respective accompanying MD&A.

In contrast to the certificate under National Instrument (“NI”) 52-109 (Certification of Disclosure in Issuer’s Annual and Interim Filings), the Venture Issuer Basic Certification includes a ‘Note to Reader’ stating that the CEO and CFO do not make any representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financing reporting, as defined in MI 52-109.

Accounting Standards, Amendments and Interpretations not yet Effective

For details of the Company’s Future Accounting Standards, including accounting standards not yet adopted, new accounting standards adopted, and accounting standards amended but not yet effective, please refer to Note 4 of the Company’s audited financial statements for the year ended April 30, 2020.

Off-Balance Sheet Arrangements

The Company did not enter into any off-balance sheet arrangements as at April 30, 2020 or as of the date of this report.

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ALCHEMIST MINING INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS For the Year Ended April 30, 2020

Risks and Uncertainties

The Company believes that the following risks and uncertainties may materially affect its success.

Limited Operating History

The Company is a relatively new company with limited operating history and no history of business or mining operations, revenue generation or production history. The Company was incorporated on October 22, 2010 and has yet to generate a profit from its activities. The Company is subject to all of the business risks and uncertainties associated with any new business enterprise, including the risk that it will not achieve its growth objective. The Company anticipates that it may take several years to achieve positive cash flow from operations.

Global Uncertainty

The Company’s business could be adversely affected by the effects of health epidemics, including the global COVID-19 pandemic. In December 2019, a novel strain of COVID-19 was reported in China. Since then, the COVID-19 has spread globally, to include Canada, the United States and several European countries. The spread of COVID-19 from China to other countries has resulted in the World Health Organization (WHO) declaring the outbreak of COVID-19 as a “pandemic,” or a worldwide spread of a new disease, on March 11, 2020. Many countries around the world, including Canada, have imposed quarantines and restrictions on travel and mass gatherings to slow the spread of the virus, and have closed non-essential businesses.

The spread of COVID-19, which has caused a broad impact globally, may materially affect the Company economically. While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing the Company’s ability to access capital, which could in the future negatively affect the Company’s liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect the Company’s business and the value of the Company’s common shares

The global outbreak of COVID-19 continues to rapidly evolve. The extent to which COVID-19 may impact the Company’s business, operations and clinical trials will depend on future developments, including the duration of the outbreak, travel restrictions and social distancing in Canada and other countries, the effectiveness of actions taken in Canada, the United States and other countries to contain and treat the disease and whether Canada and other countries are required to move to complete lock-down status. The ultimate long-term impact of COVID-19 is highly uncertain and cannot be predicted with confidence.

Reliance on Management and Dependence on Key Personnel

The success of the Company will be largely dependent upon on the performance of the directors and officers and the ability to attract and retain key personnel. The loss of the services of these persons may have a material adverse effect on the Company’s business and prospects. The Company will compete with numerous other companies for the recruitment and retention of qualified employees and contractors. There is no assurance that the Company can maintain the service of its directors and officers or other qualified personnel required to operate its business. Failure to do so could have a material adverse effect on the Company and its prospects.

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MANAGEMENT’S DISCUSSION AND ANALYSIS For the Year Ended April 30, 2020

ALCHEMIST MINING INC.

Conflicts of Interest

Certain of the directors and officers of the Company will be engaged in, and will continue to engage in, other business activities on their own behalf and on behalf of other companies (including mineral resource companies) and, as a result of these and other activities, such directors and officers of the Company may become subject to conflicts of interest. The British Columbia Business Corporations Act ("BCBCA") provides that in the event that a director has a material interest in a contract or proposed contract or agreement that is material to the issuer, the director must disclose his interest in such contract or agreement and refrain from voting on any matter in respect of such contract or agreement, subject to and in accordance with the BCBCA. To the extent that conflicts of interest arise, such conflicts will be resolved in accordance with the provisions of the BCBCA.

Litigation

The Company and/or its directors may be subject to a variety of civil or other legal proceedings, with or without merit.

Caution Regarding Forward Looking Statements

This MD&A contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for future operations. In some cases, you can identify forward-looking statements by the use of terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. Examples of forward-looking statements made in this MD&A include statements about the Company’s business plans; the costs and timing of its developments; its future investments and allocation of capital resources; success of exploration activities; requirements for additional capital; government regulation of mining operations. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including: general economic and business conditions, fluctuations in worldwide prices and demand for minerals; our lack of operating history; the actual results of current exploration activities; conclusions or economic evaluations; changes in project parameters as plans continue to be refined; possible variations in grade and or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes or other risks of the mining industry; delays in obtaining government approvals or financing or incompletion of development or construction activities, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements and any assumptions upon which they are based are made in good faith and reflect our current judgment regarding the direction of the Company’s business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the Canada, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

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ALCHEMIST MINING INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS For the Year Ended April 30, 2020

Additional Disclosure for Venture Issuers without Significant Revenue

Detailed listings of general and administrative expenses and exploration expenditures are provided in the financial statements of the Company for the year ended April 30, 2020.

Officers and Directors

Certain directors of the Company are also directors, officers and/or shareholders of other companies that are similarly engaged in the business of acquiring, developing and exploring natural resource properties. Such associations may give rise to conflicts of interest from time to time. The directors of the Company are required to act in good faith with a view to the best interests of the Company and to disclose any interest which they may have in any project opportunity of the Company. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his/her interest and abstain from voting in the matter(s). In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the time.

Current Directors of the Company are as follows:

Awet Kidane, Director Brian Clay, Director Paul Mann, Director, President & CEO Zeta Ceti, Director

Approval

The Board of Directors of Alchemist Mining Inc. has approved the disclosure contained in this MD&A on October 16, 2020

Additional information related to the Company is available on SEDAR at www.sedar.com, on the Company’s website at www.alchemistmining.com.

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