Lode Gold Resources Inc. — Management Reports 2022

May 3, 2022

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2021

May 2, 2022

The following management’s discussion and analysis (“MD&A”) of Stratabound Minerals Corp. (“Stratabound” or the “Company”) for the year ended December 31, 2021 has been prepared to provide material updates to the business operations, liquidity and capital resources of the Company, and unless otherwise noted, should be read in conjunction with the Company’s audited financial statements for the fiscal years ended December 31, 2021 and 2020, and the notes thereto, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”).

Description of Business

Incorporated in March 1986, Stratabound is in the business of mineral exploration and evaluation, with a gold prospect in the Yukon Territory, and gold and base metal properties in New Brunswick. Stratabound’s 2020-2021 exploration activities remained focused on continuing exploration programs on its early-stage Golden Culvert Property in the southeastern Yukon Territory and the McIntyre Brook gold property option in northern New Brunswick as well as develop on its third priority 100%-owned Captain copper-cobalt-gold project in Central New Brunswick.

On August 16, 2021, the Company acquired California Gold Mining Inc. This acquisition resulted in the Company acquiring a 100% wholly owned interest in its new flagship advanced-stage Fremont Gold Project, located in the California Mother Lode Gold Belt, and the Dingman Gold Project located in southern Ontario. The acquisition of the advanced-stage Fremont Project fulfills the corporate strategy to more swiftly transition the Company from gold exploration and development into a gold-producing Company.

Overview

Recent Developments

On February 5, 2022, the Company made its annual property option payment for its McIntyre and McIntyre-Moose Brook properties, consisting of a cash payment of $35,000 and shares of 353,535.

On April 14, 2022, Stratabound signed seven definitive arms-length option agreements to expand its McIntyre Brook Property, (the “Options”) which set out the terms under which Stratabound has the option to earn 100% interest in 19 claims comprising 59.56 km[2] (5,956 hectares) located adjacent to and east of the Company’s existing optioned McIntyre Brook claims through cash payments and share issuances. Stratabound will provide an initial cash payment of $50,000 upon signing and will issue 2,161,000 common shares to the owners subject to TSXV approval and will be subject to a 4-month hold period. Subsequent payments on the first, second, third and fourth anniversaries of $164,000, $209,000, $246,500 and $285,500 respectively, are required to maintain the Options, $865,000 of which may be paid at Stratabound’s election up to 50% in shares.

Upon completion of the fourth anniversary payments Stratabound will have earned 100% ownership in the claims. Stratabound has the option to accelerate the payments to exercise the Options sooner if it so desires. Stratabound has also agreed to pay the owners a 2% net smelter royalty on production from the claims of which may be bought back in increments of $1M for each 1% of the NSR. All the Options have a provision for performance payments upon completing the following milestones:

• a one-time cash payment of $25,000 upon a Positive Preliminary Economic Assessment

• a one-time cash payment of $50,000 upon a Positive Feasibility Study

• a one-time cash payment of $100,000 upon Commercial Production

On April 22, 2022, the Company agreed to a loan extension with Romspen Investment Corporation (“Romspen”), to extend the maturity date of the loan payable to June 30, 2023 with the same terms, subject to a loan extension fee of $11,879 and the extension and repricing of the 300,000 warrants held by Romspen. The warrant expiry date will be extended to June 30, 2023, and the warrants will be re-priced to the market price of the Company’s common shares when issued.

At May 2, 2022, the number of common shares issued is 177,740,741.

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Fremont Gold Project

On August 16, 2021 the Company announced the completion of the plan of arrangement to acquire all of the issued and outstanding common shares of California Gold (the "California Gold Shares"). As a result of the Arrangement, California Gold became a wholly owned subsidiary of Stratabound. The assets acquired through the transaction included the advanced-stage Fremont Gold Project and associated land parcel located in the Mother Lode gold belt of California, USA and the Dingman Gold Project located in southern Ontario, Canada.

The Company announced on October 15 that it had filed on SEDAR an updated National Instrument 43-101 technical report (the “Technical Report”) relating to the Fremont Gold Property. The Technical Report, prepared by SLR Consulting (Canada) Ltd. (SLR), has an effective date of September 30, 2021 and is entitled "Technical Report on the Fremont Gold Project, Central California, USA, Report for NI 43-101".

The Property hosts several gold-mineralized occurrences including the Pine TreeJosephine deposit, (the “Deposit”). The purpose of the Technical Report is to support the disclosure of an updated Mineral Resource estimate for the Pine Tree-Josephine deposit, to document subsequent exploration work done elsewhere, and to document the change of ownership for the Property.

SLR determined open pit Mineral Resources estimated at a 0.4 g/t Au cut-off grade and based on a gold price of US$1,800 per ounce include 10,236,000 tonnes at an average grade of 1.60 g/t Au for 526,000 ounces in the Indicated Resource category and 10,920,000 tonnes at an average grade of 1.29 g/t Au for 452,000 ounces in the Inferred Mineral Resource category (Table 1). Mineral Resources conform to Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards for Mineral Resources and Mineral Resources dated May 10, 2014 (CIM (2014) definitions).

Table1. Mineral Resource Summary – August 31, 2021 Stratabound Minerals Corp. – Fremont Gold Project

Classification Tonnes Gold Grade	Classification Tonnes Gold Grade	Classification Tonnes Gold Grade	Contained Ounces
	(kt)	(g/t)	(koz Au)
Indicated	10,236	1.60	526
Inferred	10,920	1.29	452

Notes:

1. CIM (2014) definitions were followed for classification of Mineral Resources. 2. Mineral Resources are estimated at a cut-off grade of 0.4 g/t Au.

2. Mineral Resources are estimated using a gold price of US$1,800 per ounce.

3. The resources are constrained by a Whittle pit shell.

4. Numbers may not add due to rounding.

The Company is now re-focused on advancing its new flagship Fremont Project towards a production decision as swiftly and efficiently as possible. The acquisition of the advanced-stage Fremont Project fulfills the corporate strategy to more swiftly transition the Company from gold exploration and development into a gold producing Company.

The carrying value of the Fremont Project consists of:

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• $7,867,658 – exploration and evaluation costs allocated from the California Gold Mining acquisition

• $35,074 – exploration and evaluation costs incurred during 2021

• $7,149,546 – fair market value of the land parcel associated with the Fremont Project

The carrying value of the exploration and evaluation assets of the Fremont Property is $7,902,732 (2020 - $nil), and the carrying value of the associated land parcel is $7,149,546 (2020 - $nil).

Golden Culvert Property , Yukon Territory

The Golden Culvert Property is located in the Little Hyland Valley District of the Southeastern Yukon Territory, approximately 205 kilometres north of the town of Watson Lake. The property lies parallel to and about 25 km northeast of the 3 Aces Project of Seabridge Gold. Gold occurrences in the upper Hyland River valley form a 50-km-long belt that is considered to be the easternmost portion of the Tombstone Gold Belt (Hart and Lewis, 2008). The entire 800-kilometre-long Tombstone Belt of gold deposits and occurrences lies within the greater Tintina Gold Belt that includes Fort Knox, Pogo, Brewery Creek and Dublin Gulch.

Golden Culvert covers 83.8 square kilometres across a 24-kilometre strike. The property, first staked in 2005, hosts a relatively new discovery. Work conducted by Stratabound since 2018, including 25 diamond drill holes and 24 trenches, confirms that a 130-metrewide corridor of at least six parallel gold-bearing structures occur within a >30 ppb goldin- soils anomaly, extends for at least 970 metres of strike and to at least 225 metres in depth where it has been delineated to date. The structures remain open along strike and depth. A new gold-bearing structure was discovered in 2019 to occur 7.1 kilometres along strike to the north with no exploration conducted in between.

During the period ended September 30, 2021, the Company acquired the Win property, which is 11 kilometres from the original Golden Culvert claim. The Win option comprises 78 quartz mining claims covering an area of 15.7 km[2] adjacent to and along strike of its Golden Culvert and Little Hyland projects. The Win Option lies strategically along the main Golden Culvert Gold Trend where it projects approximately 11 km directly southeast of the Main Discovery area. The Win Option has been subjected to minimal historic exploration which has neither been gold-focused nor occurring within the projected gold trend. Even so, one historic off-trend grab sample yielding 0.52 g/t gold,100 g/t silver and 0.63% lead has been confirmed by the Company’s 2020 due diligence site investigation which yielded two outcrop samples assaying 0.64 g/t gold, 155 g/t silver,1.25% lead, and 0.46 g/t gold, 28.8 g/t silver, respectively.

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2021 Exploration Program at the Golden Culvert Property

All previous work had focussed on the 1km Main Discovery area. The 2021 field program focussed on the remaining northern 23 km of property strike completing a first-pass soil geochemistry sampling program that discovered multiple new similar gold-in-soil anomalies as that at the Main Discovery site warranting further investigation. The 7.5 km of strike in the southern portion of Property remains virtually untested.

The carrying value of the Golden Culvert property claim group is $5,756,581 (2020 - $4,560,775)

Bathurst, New Brunswick Base Metal Properties

Stratabound owns a 100% interest in the CNE/Captain and Taylor Brook claim groups, totaling 158 claims, and a 100% interest in the CNE Mining Lease, within the Bathurst Mining Camp in northeast New Brunswick, Canada, one of the world’s largest zinc-leadsilver districts. All are subject to a 1% net smelter return royalty on production, other than a portion of the CNE/Captain Group formerly known as Captain East, which is royalty-free.

These 100%-owned properties are all situated in the heart of the Bathurst camp, with three world-class base metal mines occurring within a 20-kilometre radius, namely Brunswick No. 12, Brunswick No. 6, and Heath Steele. The wholly owned claims host three known base metal sulphide bodies: The Captain, CNE and Taylor Brook deposits, on properties with potential that has not been fully explored.

1. Captain Copper-Cobalt-Gold Deposit

The Captain Deposit hosts an NI 43-101 Measured and Indicated Resource totaling 448,000 tonnes averaging 1.75% Cu, 0.046% Co, and 0.30 g/t Au for a 2.2% CuEq%, plus an inferred resource of 162,000 tonnes averaging 1.47% Cu, 0.04% Co and 0.24 g/t Au for a 1.87% CuEq%, (“Technical Report on an Updated Mineral Resource Estimate, Stratabound Minerals Corp. Captain Cu-Co Deposit”; Mercator Geological Services Limited, Dec. 8, 2010). The Deposit is located along the “Brunswick Horizon”, within a 20-km radius and the same stratigraphic contact that hosts the world-class Glencore Brunswick No.12 and No.6 mines with past production totaling an aggregate 149.4 million tons of 8.72% zinc, 3.3% lead, 0.35% copper and 99 g/t silver. The Captain is a volcanic massive sulphide, or VMS-type deposit, similar to the above-described deposits (source: Government of New Brunswick DNR Mineral Occurrence Database).

In light of the much-improved positive outlook for base metals including battery-metals such as copper and cobalt in particular, the Company completed a drilling program at the Captain Deposit consisting of 15 tightly spaced and shallow diamond drill holes, during the fourth quarter of 2020 for the purpose of defining the near-surface potential for a small-scale direct-shipping mining project. Twelve of the 15 holes intercepted high-grade copper-cobalt-gold-silver mineralization within 6-9m of surface at the bedrock interface, across an average 9.6m true width and along approximately 120m of strike length.

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The deposit also contains minor but potentially recoverable amounts of cobalt, gold and silver. Management is continuing to explore the possibility of a small-scale, high-grade, direct-shipping mining project to generate near-term cash flow. The Captain Deposit is strategically located 100km by road to the deep-water port of Belledune near Bathurst, NB, and 40km to the nearest railroad.

2. CNE Deposit

No activity occurred at the CNE Deposit during the period.

3. Taylor Brook Deposit

During February 2017 and as amended in May 2019 and July 2020, the Company and Jaeger Resources Corp. (“Jaeger”) entered into an option agreement whereby Jaeger can earn an 80% interest in the Taylor Brook property in the Bathurst Camp in New Brunswick through exploration expenditures, the assumption of the Company’s work and payment obligations relative to the Taylor Brook claims and the issuance to the Company of shares of Jaeger.

In July 2020, the Company and Jaeger agreed to amend the Taylor Brook Option Agreement to provide Jaeger Resources Corp. an additional year to fulfill its work commitments on the property. Jaeger Resources Corp. now has until 2025 to meet its spending requirement of $500,000. Jaeger has recently completed a geophysical exploration program on the Taylor Brook Property (Jaeger press release of September 17, 2020).

The carrying value of the Bathurst properties is $592,026 (2020 - $558,343).

McIntyre Brook, New Brunswick

On December 5, 2019, the Company signed a Definitive Agreement to option and acquire 100% of the mineral rights to the McIntyre Gold Project located adjacent to Highway 180 about 80 kilometres west of Bathurst, New Brunswick. The Project consists of two known gold occurrences that occur 1.5 kilometres along strike of each other, the McIntyre Brook and the Big Pit. The McIntyre Brook occurrence features 40 significant gold values between 0.20 and 41.56 gpt gold out of a total 46 grab samples collected from bedrock exposed in trenches along 300 metres of strike length. The zone remains open at both ends and occurs within a 480-metre wide, 8 to 165 ppb gold-in-soil anomaly that remains open beyond 500 metres of strike length. The Big Pit Cu-Au occurrence comprises a chalcopyrite-hematite vein that contains gold. At the Big Pit occurrence, rock samples yielded up to 1.44% Cu and 7.33 gpt gold.

In February 2020 the Company reported final drill results from two diamond drill holes completed in late 2019 confirming significant gold mineralization similar to that previously reported to occur in the surface trenches noted above to now also extend to at least 80m below surface.

In February 2020 the Company also announced it had concluded option agreements to acquire an additional 2,450 hectares of favourable prospective ground adjacent to and along strike of its previously optioned 375-hectare McIntyre Brook Gold Project through

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staking and further property option and purchase agreements. The total acquisition package extended the strike component from 1.2 km to approximately 12 km and includes three recorded gold and base metals showings approximately 10 km along strike to the west of the main McIntyre Brook Gold Occurrence. The new acquisitions included the McIntyre-Moose Brook and Gold Brook Option Agreements plus 625 hectares of newly staked land.

Acquisition of Tardiff Brook

During October 2020, Stratabound had signed a definitive option agreement which sets out the terms under which Stratabound has the option to earn 100% interest in 7 claims comprising 2,675 hectares (26.75 km[2] ) located north and south of the Company’s existing optioned claims which are adjacent to the original McIntyre Brook property (See “Commitments” below for details on the property option and purchase agreements).

2020 Exploration on McIntyre Brook Property

On November 10, 2020, the Company announced that an approximate 125 line-kilometre soil sampling program totaling 2,500 soil samples which commenced in early October at McIntyre Brook, Moose Brook and Gold Brook providing coverage over the entire 2,825 hectares and 12km of property strike. The results revealed multiple broad and linear copper soil geochemistry anomalies greater than 15 ppm copper that trend parallel to the regional McIntyre Brook and Ramsey Brook fault structures along 12 km of strike. Anomalous, but less ubiquitous, gold-in-soil values occur both within, parallel to and ontrend with the copper mineralization. Both the gold and copper trends align with past significant gold and copper mineralized showings including the Main McIntyre Brook Discovery. The interpretation at this time is for narrow but long-striking targets requiring finer detailed work for better definition.

Expansion of existing McIntyre Brook Claim

In November 2020, the Company completed an amendment to the initial McIntyre Brook property acquisition to acquire an additional 7 claims adjacent to the original McIntyre Brook (See “Commitments” below for details on the property option and purchase agreements).

2021 Exploration on McIntyre Brook Property

An expanded soil sampling program to cover the new claims acquired in 2020 was completed in the 3[rd] quarter. Results are still pending.

The project is still at a very early stage and much remains to be determined with further work (See “Commitments” below for details on the property option and purchase agreements). At December 31, 2021, the McIntyre Brook Claim Group comprises the McIntyre Brook, McIntyre-Moose Brook, Gold Brook, and Tardiff Brook properties.

The carrying value of the McIntyre Brook claim group is $670,311 (2020 – $443,596).

Dingman Gold Project

The Company also acquired the Dingman Gold Project located on the boundary between Madoc and Marmora Townships in Hastings County, southeastern Ontario, approximately 175 km northeast of Toronto, Ontario, and 55 km north of Belleville, Ontario. The

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Property features an “historic” Mineral Resource prepared by Scott Wilson RPA effective December 21, 2010.

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The above Mineral Resource Estimate is considered “Historic” as Stratabound and its qualified persons have not done sufficient work to classify the resource estimate contained in the Scott Wilson RPA December 2010 Report as current. The Company is therefore treating this estimate as a historical estimate not as current mineral resources.

The Dingman claim group is in good tenure standing until 2025. The Dingman property is subject to a 2% NSR royalty, half of which may be purchased by the Company at any time for $250,000.

The carrying value of the Dingman claim group is $3,202 (2020 - $nil).

Share Issuances

The Company had the following share issues during the year ended December 31, 2021:

• i) In January 2021, the Company issued 117,300 common shares, valued at their market price of $28,152, in connection with the acquisition of the Win option, which is a property adjacent to the Golden Culvert project.

• ii) On August 16, 2021, the Company acquired 100% of the outstanding common shares of California Gold Mining Inc. by issuing 65,108,269 common shares of the Company to the former shareholders of California Gold Mining Inc.

• iii) On October 26, 2021, the Company issued 1,426,498 common shares in connection with a private placement offering. The total capital raised from this issuance was $171,180.

• iv) On October 26, 2021, the Company issued 3,010,001 common shares on a flow-through basis in connection with a private placement offering. The total capital raised from this issuance was $361,200.

• v) On October 28, 2021, the Company issued 83,334 common shares, valued at their market price of $7,500, as part of its property option payment for the Tardiff Brook property.

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• vi) On November 3, 2021, the Company issued 100,000 common shares, valued at their market price of $8,500, as part of its property option payment for the McIntyre Brook property.

• vii) On November 10, 2021, the Company issued 9,266,701 common shares in connection with a private placement offering. The total capital raised from this issuance was $1,112,004.

• viii) On November 10, 2021, the Company issued 2,427,067 common shares on a flow-through basis in connection with a private placement offering. The total capital raised from this issuance was $291,248.

• ix) On December 10, 2021, the Company issued 2,011,200 common shares, valued at their market price of $191,064, as part of its property option payment for the Golden Culvert property.

Warrants and option exercises

During the year ended December 31, 2021, the Company issued 2,402,777 common shares related to warrant exercises, for total proceeds received of $219,500.

In addition, the estate of a former director of the Company exercised 300,000 options at $0.10 per common share on a net settlement basis. As a result, the Company issued 178,844 common shares as a result of this exercise.

Overall Performance

Results of Operations

General and administrative expenses in were $915,914 in 2021 compared with $997,096 in 2020. The Company was able to maintain its administrative expenditures in spite of its rapid increase in operational scope. In 2021, the Company incurred additional expenses of $91,048 (2020 - $nil) in pursuit of potential acquisitions, and $217,125 (2020 - $nil) in interest expense related to the loans acquired as part of the California Gold Mining Inc. acquisition. These additional costs were offset by an income inclusion of $165,200 (2020 - $12,111) relating to the renunciation of Canadian exploration expenses.

Exploration expenditures incurred during 2021 were $1,494,480 (2020 - $2,476,612). The Company conducted further analyses on the results of its 2020 exploration programs at the Golden Culvert, Captain, and McIntyre Brook properties, in addition to acquiring the Win option and commencement of work on its 2021 exploration programs. The Company also acquired the Fremont Gold Project, which was valued at $15,017,204, as part of the acquisition of California Gold Mining Inc. The project value included $7,149,546 of land value and $7,867,658 of exploration and evaluation value.

Expenses relating to exploration and evaluation of mineral properties and their acquisition are capitalized as Mineral Exploration and Evaluation Assets on the statements of financial position.

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Selected Financial Information

The financial data are presented in accordance with IFRS. The reporting currency is the Canadian dollar.

Summary of Quarterly Results

	2021	Dec 31	Sep 30	Jun 30	Mar 31
		2021	2021	2021	2021
	Loss for the period	($867,192)	($332,242)	($347,847)	($91,972)
	Loss and comprehensive	($936,192)	($332,242)	($347,847)	($91,972)
	loss
	Basic and diluted loss per	($ 0.006)	($ 0.003)	($ 0.004)	($0.001)
	share
	2020	Dec 31	Sep 30,	Jun 30	Mar 31
		2020	2020	2020	2020
	Loss for the period	($709,666)	($440,158)	($226,133)	($144,317)
	Loss and comprehensive	($709,666)	($440,158)	($226,133)	($144,317)
	loss
	Basic and diluted loss per	($ 0.008)	($ 0.009)	($0.005)	($ 0.010)
	share

Fourth quarter analysis

During the fourth quarter of 2021, the Company recognized $151,572 (2020 - $nil) of interest expense related to the loans acquired as part of the California Gold Mining Inc. acquisition which occurred in August 2021. The remainder of the Company’s expenditures were relatively consistent as compared to the fourth quarter of 2020.

Select annual financial information

	December 31,	December 31,	December 31,
	2021	2020	2019
Total revenues	$ -	$ -	$ -
Losses from operations	($1,804,453)	($1,604,385)	($474,737)
Comprehensive loss for the
year	($1,708,253)	($1,520,274)	($253,465)
Basic and diluted loss from
operations per share	($0.016)	($0.029)	($0.013)
Basic and diluted
comprehensive loss per share	($0.015)	($0.026)	($0.007)
Total assets	$26,986,137	$11,682,512	$3,275,268
Working capital (deficit)	($1,185,128)	$5,885,022	($41,906)
Total non-current financial
liabilities	$13,858	$13,702	$13,497
Dividends declared per share	$-	$-	$-

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In 2021 compared with 2020, the Company:

• Incurred interest costs of $217,125 (2020 - $nil), related to the assumptions of debts as part of the California Gold Mining Inc. acquisition

• Spent $91,048 (2020 - $nil) in pursuit of potential acquisitions

• Recognized stock-based compensation of $619,243 (2020 - $610,269)

• Total assets increased by $15,303,625 during 2021, related to the acquisition of California Gold Mining Inc. and the closing of private placements totalling $1,935,632

• Assumed the debts of California Gold Mining Inc., which created a working capital deficit in 2021.

General and administrative expenses

General and administrative expenses were $915,914 in 2021 compared with $997,096 in 2020. Significant expenses included in general and administrative costs include:

	December 31,	December 31,
	2021	2020
Consulting fees	$286,405	$397,315
Investor relations	$240,692	$147,269
Professional fees	$183,653	$153,854
Director fees	$-	$204,982

During the year, the Company incurred additional costs related to investor relations in respect of the California Gold Mining Inc. acquisition. These costs include shareholder communication costs, consultants paid to manage investor relations and web-based initiatives. Consulting fees decreased from the prior year as in 2020 there was a onetime payment of $72,000 for previously uncompensated work effort, and a $38,000 consulting fee related to listing the Company’s stock on the DTC. There were no directors’ fees paid in 2021, compared to $204,982 paid to directors of the Company in 2020.

Liquidity and capital resources

At December 31, 2021, the Company had working capital deficit of $1,185,128 and at December 31, 2020 the Company had working capital of $5,885,022. The working capital deficit has been created by the assumption of the debts of California Gold Mining Inc. on acquisition. The Company plans to address this deficit by a strategic review of the payables that have been incurred historically, and by raising capital through private placement to address the residual debts of California Gold Mining Inc.

The Company expects to fund its 2022 exploration programs and the interest on its loans payable through the use of its cash reserves. The Company will raise capital through private placements on an as needed basis to raise working capital, fund its exploration activity, and meet its interest obligations.

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Related-Party Transactions

Compensation awarded to key management included non-cash stock-based compensation of $582,000 (2020 - $573,349) along with consulting fees of $289,000 (2020 - $336,167) and directors’ fees of $nil (2020 - $204,983). Key management includes the Company’s officers and directors. Of the consulting fees paid, a total of $nil (2020 - $10,000) were capitalized to mineral exploration and evaluation assets. During the year, current and former directors and officers exercised nil (2020 – 189,051) warrants and nil options (2020 – 1,000,000) for total proceeds of $nil (2020 - $37,810). A director of the Company received nil (2020 – 159,249) finders warrants in connection with a private placement (Note 12).

During the year, the estate of a former director exercised 300,000 options with an exercise price of $0.10 per share on a net settlement basis, resulting in 178,844 shares issued to the estate.

As part of the acquisition of California Gold Mining Inc. (Note 15), the Company converted 300,000 common shares purchase warrants of purchase California Gold Mining Inc. to warrants to purchase shares of the Stratabound Minerals Corp. These warrants are owned by R.W. Tomlinson Ltd., an entity which is controlled by a director of Stratabound Minerals Corp.

Included in accounts payable and accrued liabilities at December 31, 2021 is $nil (2020 - $52,020) owing to officers and directors of the Company.

$177,177 is included in accounts payable and accrued liabilities that is owed to R.W. Tomlinson Ltd. in respect of expenses paid on behalf of California Gold Mining Inc. R.W. Tomlinson Ltd. is also owed $139,076 in interest payable with respect to the loan payable.

Commitments

Golden Culvert:

The Company has the option to acquire 100% ownership of the Golden Culvert and Little Hyland properties (collectively, Golden Culvert) comprising 431 mineral claims in the Little Hyland Valley District of the Southeastern Yukon Territory, approximately 205 kilometres north of the town of Watson Lake. Maintenance and exercise of the option will require the following payments:

• December 12, 2022 - $550,000

All payments required to maintain the option have been made to date. The payments can be made in cash or up to 50% in Stratabound common shares, at the Company’s election.

Exercise of the options will also require fulfillment of work requirements of $350,000 at each of the Golden Culvert and Little Hyland properties during the period ending September 27, 2022. The Golden Culvert work commitment was fulfilled during 2018. The claims are subject to net smelter return (NSR) royalties of 2.5%.

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Upon completion of the December 2022 payments, the Company will be deemed to have earned a 100% interest in all of the property.

During the period, the Company expanded the Golden Culvert claim group by completing a transaction to acquire 100% of the mineral rights to the Win property, which is 13 kilometres from the original Golden Culvert claim. In connection with this acquisition, the Company issued 117,300 common shares valued at their market value of $28,152 and made a payment to the optionors of $13,400, and also paid $13,400 for the 2022 annual payment requirement.

Exercise of the Win option will require $35,000 of expenditures before the first anniversary of the option agreement. Maintenance and exercise of the option will require the following annual payments:

• 2023 - $20,100

• 2024 - $20,100

• • 2025 - $26,800
• • 2026 - $40,200

Upon completion of all payments and expenditures up to the third anniversary payment, the Company will have earned a 50% interest in the property, and upon completion of the fifth anniversary payment, the Company will have earned a 100% interest in the property.

The Win property is subject to a 2% NSR on production; however, the Company may repurchase 1.5% (1.5% of the 2% NSR) for $1,500,000 or increments of $500,000 per 0.50% NSR.

McIntyre Brook:

Exercise of the McIntyre Brook options, which comprise McIntyre Brook, McIntyre-Moose Brook, Gold Brook and Tardiff Brook will require fulfillment of the following work requirements:

• 2022 - $15,000

• • 2023 - $20,000
• • 2024 - $15,000

Maintenance and exercise of the McIntyre Brook options will require the following future annual payments:

• 2022:

• i) $115,000, with the option to pay up to $42,500 with common shares ii) 50,000 common shares

• 2023:

• i) $155,000, with the option to pay up to $57,500 with common shares ii) 50,000 common shares

• 2024:

• i) $120,000, with the option to pay up to $60,000 with common shares

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All payments and work commitments required to maintain the option have been made to date. Upon completion of the fourth anniversary payments the Company will have earned 100% ownership in the McIntyre Brook claim group.

This claim group is subject to the following net smelter returns (“NSR”) on production:

• McIntyre Brook – This claim is subject to a 2% NSR on production; however, the Company may re-purchase the NSR for either $1,000,000 or increments of $500,000 per 0.50% NSR;

• McIntyre-Moose Brook – This claim group is subject to a 2% NSR on production; however, the Company may re-purchase 1% (one-half of the 2% NSR) for $1,000,000 or increments of $500,000 per 0.50% NSR;

• Gold Brook – This claim is subject to a 2% NSR on production; however, the Company may re-purchase 1% (one-half of the 2% NSR) for $1,000,000 or increments of $500,000 per 0.50% NSR; and

• Tardiff Brook – This claim group is subject to a 2% NSR on production; however, the Company may re-purchase the NSR for either $2,000,000 or increments of $100,000 per 0.50% NSR;

Share Capital

The authorized capital of the Company consists of an unlimited number of common shares without par value. As at December 31, 2021, the number of common shares issued is 175,226,206 (fully diluted 215,385,115).

At May 2, 2022, the number of common shares issued is 177,740,741 (fully diluted – 217,652,650).

Warrants outstanding at December 31, 2021

Number of Warrants	Exercise Price Expiry Date
247,000 3,009,975 242,000 590,500 9,801,250 2,470,000 1,505,001 600,000 1,213,534 2,211,803 796,246 713,249 4,633,351	0.240 April 8, 2022 0.300 August 21, 2022 0.350 August 21, 2022 0.350 September 23, 2022 0.300 September 23, 2022 0.350 October 8, 2022 0.250 October 26, 2022 0.150 November 6, 2022 0.250 November 10, 2022 0.450 December 29, 2022 0.310 December 29, 2022 0.250 October 26, 2023 0.250 November 10,2023
28,033,909	$0. 300

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Options outstanding at December 31, 2021

Number of Options	Exercise Price Expiry Date
500,000 1,000,000 500,000 800,000 3,500,000 100,000 300,000 5,425,0000	0.30 October 13, 2022 0.10 July 16, 2024 0.10 January 16, 2025 0.10 May 19, 2025 0.25 September 28, 2025 0.25 October 22, 2025 0.22 November 3, 2025 0.13 August 18, 2026
12,125,000	0.169

Risks and Uncertainties

The business of exploration and mining is full of risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome. The operations to be conducted by the Company will be subject to all of the operating risks normally attendant upon mineral exploration and development. Failure to obtain financing can result in delay or indefinite postponement of exploration and development projects with the possible loss of such properties. While the Company has been successful in the past at raising funds, there can be no assurance that it will continue to do so. Equity financing opportunities require favorable market conditions and commodity prices that cannot be assured.

Whether a mineral deposit once discovered will be commercially viable depends on a number of factors, some of which depend on the particular attributes of the deposit, such as size, grade and proximity to infrastructure. These factors are beyond the control of the Company. The Company must also compete with companies that may have greater technical or financial resources. The Company is unable to predict the amount of time which may elapse between the date when any new mineral resource may be discovered, and the date production may commence from any such discovery.

The exploration and development of mineral properties and the marketability of any minerals contained in such properties can be affected by many other factors beyond the control of the corporation, such as metal prices, availability of adequate refining facilities, or the imposition of new government regulations affecting existing taxes and royalties or environmental and pollution controls.

The directors of the Company are engaged and will continue to be engaged in the search for mining interests on their own behalf and on behalf of other companies, and situations may arise where the directors and officers may be in direct competition with the Company. Conflicts of interest, if any, which arise will be subject to and governed by procedures prescribed by the Business Corporations Act (Alberta) which require a director or officer of a corporation who is a party to, or is a director or an officer of or has a material contract with the Corporation to disclose his interest and, in the case of directors, to refrain from voting on any matter in respect of such contract unless otherwise permitted under the Business Corporations Act (Alberta).

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Critical Accounting Estimates

The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.

The effect of a change in an accounting estimate is recognized prospectively by including it in total comprehensive income in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both.

Information about critical judgments in applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the financial statements within the next financial year are discussed below:

Exploration and evaluation expenditures

Estimates

In situations where indicators of impairment are present for the Company’s mineral exploration and evaluation assets, estimates of recoverable amounts must be determined as the higher of the Cash Generating Units (CGU’s) estimated value in use or the estimated fair value less costs to sell. Value in use is based on the present value of the future cash flows expected to flow from the CGU to the Company, and actual cash flows may vary. Fair value less costs to sell is based on recent sales of comparable assets which may or may not be indicative of the CGU’s fair value.

Judgments

Management uses judgment in determining whether or not there are indicators of impairment for its CGUs. The results of management’s assessment could result in an impairment test not being performed when indicators did in fact exist, which could impact the valuation of the CGUs’ carrying values. Management uses judgment in determining what constitutes a CGU.

The CGUs identified by the Company are as follows:

1. Golden Culvert Property

2. McIntyre Brook Property

3. Bathurst Group

4. Fremont Gold Project

5. Dingman

During the year, the Company had one reportable segment, exploration.

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Income taxes

Estimates

Deferred tax assets and liabilities are determined using the tax rates expected to be in effect at the time the assets are realized and liabilities settled. The actual tax rate in effect at that time may vary from the expected tax rates.

Judgments

Significant judgment is required in determining the provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Company recognizes liabilities and contingencies for anticipated tax audit issues based on the Company’s current understanding of tax law. For matters where it is probable that an adjustment will be made, the Company records its best estimate of the tax liability including the related interest and penalties in the current tax provision. Management believes it has adequately provided for the probable outcome of these matters, but the final outcome may differ materially from the amount included in the tax liabilities.

In addition, the Company recognizes deferred tax assets relating to tax losses carried forward to the extent there are sufficient taxable temporary differences (deferred tax liabilities) relating to the same taxation authority and the same taxable entity against which the unused tax losses can be utilized. However, utilization of the tax losses also depends on the ability of the taxable entity to satisfy certain tests at the time the losses are recovered.

Share-based payment transactions

Estimates

The Company measures the cost of equity-settled transactions with directors, officers, employees and consultants by reference to the fair value of the equity instruments at the date at which they are granted.

Judgments

Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This valuation requires the determination of the most appropriate inputs including the expected life of the share option (based on historical times between vesting date and exercise date) and share price volatility (based on historical share price volatility). In addition, the amount recognized is based on the number of equity instruments expected to ultimately vest, which relies on estimates of forfeiture rates which is based on historical evidence of forfeitures. History may not always be indicative of the future and as a result, the value determined has significant estimation uncertainty. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in the December 31, 2020 audited financial statements. The same estimates are required for transactions with non-employees where the fair value of the goods or services received cannot be reliably determined.

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Acquisition of California Gold Mining Inc.

Estimates

The Company estimated the fair values of the assets and liabilities that were acquired through the purchase of California Gold Mining Inc. and its subsidiaries.

Judgments

Estimating the fair value of the assets and liabilities of California Gold Mining Inc. required management’s judgment in determining the value of the assets and liabilities, specifically the fair value of the land, exploration and evaluation assets, and the accrued liabilities. These valuations required estimates using third party data (i.e. – property tax values, and the share price of Stratabound on the closing date of the transaction), reviews of the historical accounting data of California Gold Mining Inc., outreach from existing creditors, and estimates for contingent legal liabilities.

Financial instruments and risk management

The Company is exposed through its operations to the following financial risks:

• Market risk

• Credit risk

• Liquidity risk

In common with all other businesses, the Company is exposed to risks that arise from its use of financial instruments. This note describes the Company’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these consolidated financial statements.

There have been no substantive changes in the Company’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous years unless otherwise stated in the note.

General objectives, policies and processes

The Board of Directors has overall responsibility for the determination of the Company’s risk management objectives and policies and, while retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Company’s finance function. The Board of Directors receive monthly reports from the Company’s financial controller through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets.

The overall objective of the Board of Directors is to set policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility. Further details regarding these policies are set out below:

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a) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices are comprised of four types of risk:

i) Foreign currency risk; ii) Interest rate risk; iii) Commodity price risk; and, iv) Equity price risk.

The Company is exposed to foreign currency risk in that some of its accounts payables and loans are denominated in a foreign currency. Management believes that the Company is not exposed to significant foreign currency risk. In addition, the Company is exposed to equity price risk as a result of its marketable securities (Note 6). The Company is not exposed to interest rate risk as the interest rate on its debt is fixed. Management monitors the equity price of the investment to manage its exposure to the equity price risk.

b) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments which are potentially subject to credit risk include cash and term deposits. Cash is maintained with financial institutions and may be redeemed upon demand. The financial institutions are considered reputable and creditworthy institutions.

The carrying amount of cash and term deposits represents the maximum credit exposure. The Company has gross credit exposure at December 31, 2021 and December 31, 2020 of $3,943,859 and $5,774,433, respectively. Management considers that all financial assets held are of good credit quality, and therefore credit risk is not considered significant.

c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it will have sufficient cash to allow it to meet its liabilities when they become due.

Typically, the Company ensures that it has sufficient cash to meet expected operational expenses. To achieve this objective, the Company prepares annual capital expenditure budgets, which are regularly monitored and updated as considered necessary.

Further, the Company utilizes authorizations for expenditures on exploration projects to further manage expenditure.

The Company monitors its risk of shortage of funds by monitoring the maturity dates of existing accounts payable and accrued liabilities and loans payable in conjunction with its daily cash position.

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Subsequent Events

Subsequent to the year end, the Company settled lawsuits with former consultants of California Gold Mining Inc. for $80,000.

Subsequent to the year end, Stratabound has signed seven definitive arms-length option agreements to expand its McIntyre Brook Property, (the “Options”) which set out the terms under which Stratabound has the option to earn 100% interest in 19 claims comprising 59.56 km[2] (5,956 hectares) located adjacent to and east of the Company’s existing optioned McIntyre Brook claims through cash payments and share issuances. Stratabound will provide initial cash payments totaling $50,000 upon signing and will issue 2,161,000 common shares to the owners subject to TSXV approval and will be subject to a 4-month hold period. Subsequent payments on the first, second, third and fourth anniversaries of $164,000, $209,000, $246,500 and $285,500 respectively, are required to maintain the Options, $865,000 of which may be paid at Stratabound’s election up to 50% in shares. Upon completion of the fourth anniversary payments Stratabound will have earned 100% ownership in the claims. Stratabound has the option to accelerate the payments to exercise the Options sooner if it so desires. Stratabound has also agreed to pay the owners a 2% NSR royalty on production from the claims of which may be bought back in increments of $1M for each 1% of the NSR. All the Options have a provision for performance payments upon completing the following milestones:

• a one-time cash payment of $25,000 upon a Positive Preliminary Economic Assessment

• a one-time cash payment of $50,000 upon a Positive Feasibility Study

• a one-time cash payment of $100,000 upon Commercial Production

In April 2022, the Company agreed to a loan extension with Romspen Investment Corporation (“Romspen”), to extend the maturity date of the loan payable to June 30, 2023 with the same terms, subject to a loan extension fee of $11,879 of the loan balance and the extension and repricing of the 300,000 warrants held by Romspen. The warrant expiry date will be extended to June 30, 2023, and the warrants will be re-priced to the market price of the Company’s common shares when issued.

In April 2022, 247,000 warrants with a strike price of $0.24 and expiry date of April 8, 2022 expired unexercised.

The Company’s publicly filed documents are available on SEDAR at www.sedar.com

Additional information on the Company’s projects including news releases, maps and photos can be viewed on the Company’s website www.stratabound.com.

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All scientific and technical data disclosed in this report has been reviewed and verified by R. Kim Tyler, P. Geo, a Qualified Person within the meaning of National Instrument 43-101. Kim Tyler, P. Geo is the Qualified Person for the Company.

Certain information regarding the Company contained herein may constitute forwardlooking statements. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. These statements are subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. The Company does not plan to update or alter any forward-looking statement except where required by law. Specific statements include plans for further drilling, acquiring properties and raising additional equity; and specific risks include operational and geological risks and the ability of the Company to raise necessary funds for exploration. The Company's forward-looking statements are expressly qualified in their entirety by this cautionary statement.

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