Mammoth Resources Corp. — Interim / Quarterly Report 2021

Jun 24, 2021

MAMMOTH RESOURCES CORP. Form 51-102F1: Management’s Discussion and Analysis For the three months ended April 30, 2021 (Expressed in Canadian Dollars)

This management discussion and analysis (“MD&A”) has been prepared based on information available to Mammoth Resources Corp. (“Mammoth” or the “Company”) as at June 25, 2021. The MD&A of the operating results and financial condition of the Company for the three months ended April 30, 2021, should be read in conjunction with the Company’s condensed consolidated interim financial statements (the “Financial Statements”) and the related notes for the three months ended April 30, 2021 prepared in accordance with International Financial Reporting Standards (“IFRS”). All amounts are expressed in Canadian dollars unless otherwise noted. Other information contained in this document has also been prepared by management and is consistent with the data contained in the Financial Statements. Additional information relating to the Company can be found on SEDAR at www.sedar.com or on the Company’s website at www.mammothresources.ca.

Business Overview and Overall Performance

Business overview

The Company was incorporated under the provisions of the Business Corporations Act (British Columbia) on January 7, 2011. The head office of the Company is located at 410-150 York Street, Toronto, Ontario, Canada, M5H 3S5. The Company’s common shares trade on the TSX Venture Exchange under the symbol MTH.

The Company is a mineral exploration company focused on acquiring and defining precious metal resources in Mexico and other attractive mining friendly jurisdictions in the Americas. The Company has acquired a 100%, interest of the Tenoriba Property located in the Sierra Madre Precious Metal Belt in southwestern Chihuahua State, Mexico. The Company continues to seek partnerships on other properties in the Americas it deems to host above average potential for economic concentrations of precious metals mineralization.

Going Concern

The financial statements have been prepared on the basis of accounting principles applicable to a going concern, which contemplate the realization of assets and the discharge of liabilities in the ordinary course of business. Accordingly, it does not give effect to adjustments, if any, that would be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize its assets and liquidate its liabilities in other than in the normal course of business and at amounts that may differ from those shown in these financial statements.

As at April 30, 2021, the Company had an accumulated deficit of $3,018,788 (January 31, 2021 - $2,970,847) and a working capital deficit of $480,701 (January 31, 2021 – $199,544). For the three months ended April 30, 2021, the Company incurred a net loss of $47,941 (2020 – $37,506). The business of exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying value of exploration properties and the Company's continued existence is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves and the achievement of profitable operations. The Company also is dependent upon its ability to continue to raise adequate financing and there can be no assurances that the Company will be successful. These circumstances comprise a material uncertainty which may lend significant doubt as to the ability of the Company to continue as a going concern. Changes in future conditions could require material write-downs of the carrying values. The Company is actively targeting sources of additional financing which may assure continuation of the Company’s operations and exploration programs.

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, potentially leading to an economic downturn. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place by countries to fight the virus. Therefore, it is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds.

The financial statements do not reflect the adjustments or reclassification of assets and liabilities, which would be necessary if the Company were unable to continue its operations as a going concern.

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MAMMOTH RESOURCES CORP. Form 51-102F1: Management’s Discussion and Analysis For the three months ended April 30, 2021 (Expressed in Canadian Dollars)

Title to exploration and evaluation assets involve certain inherent risks due to the difficulty of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyance history of exploration and evaluation assets. The Company has investigated title to all of its exploration and evaluation assets, and, to the best of its knowledge, title to all of its properties, except as described below, are properly registered and in good standing. However, there can be no guarantee of title and the exploration and evaluation assets may otherwise be subject to prior claims, agreements, or transfers and rights of ownership may be affected by undetected defects. The properties in which the Company has earned or committed to earn an interest are located in Mexico.

Operational Highlights

• From January 22, 2018 through April 26, 2018, including announcements on March 1 and April 12, 2018, Mammoth reported results from the diamond drill program at Tenoriba. Results are summarized in the Tenoriba Project Activities Section of the MD&A with some of the highest grade intersections including:

• 5.9 metres (m) grading 3.51 grams per tonne (g/t) gold equivalent (gold Eq), in hole TEN 17-01 ;

• 7.2 m grading 4.34 g/t gold Eq , including 3.59% copper , in hole TEN 17-03 and;

• 5.5 m grading 4.99 g/t gold Eq in hole TEN 17-05 .

• The longest potentially economical intersection included: 126.8 m grading 0.52 g/t gold Eq in hole TEN 17-06 , including 58.2 m grading 0.8 g/t gold Eq .

Definition of Gold Equivalent: Wherein silver grade is converted to gold grade at 80 g/t silver = 1 g/t gold.

• On December 17, 2018, the Company signed a seven-year option agreement on the Tenoriba Project with Centerra, whereby Centerra can earn a 70% interest over seven years as described below.

• During January 2020, the Company completed the option payments required to earn a 100% interest in the Tenoriba Project, subject to a 2.0% Net Smelter Return royalty, which can be purchased by the Company at any time within a two-year period from commencement of commercial production for US$1,500,000.

• On September 22, 2020, the Company announced that Centerra had informed the Company it was ceasing all exploration activities in Mexico, including at Tenoriba and that this decision was “no reflection upon any of the exploration properties it was involved in, including the Tenoriba property”. As a result of this decision 100% of the Tenoriba property was returned to Mammoth.

• As a result of Centerra leaving the Tenoriba project, Centerra and Mammoth collaborated on the transfer of all project information to the Company, including Centerra’s submission of a drill permit for 139 drill locations at Tenoriba. During 2020, the Company reached an agreement to extend the surface access with each of the two communities (ejidos), which oversee surface access to the Tenoriba property.

• On March 3, 2021, Mammoth began an Induced Polarization/Magnetometer (IP/Mag) geophysics survey on the Tenoriba project. The survey is designed to identify potential drill targets on approximately 60% of the sixkilometre trend of gold-silver and copper mineralization not covered by the previous geophysics survey.

Tenoriba Area, Mexico

Mammoth signed an agreement (the " Agreement ") with two private Mexican citizens on July 3, 2012 to option the Tenoriba project in southwestern Chihuahua State, Mexico. The Agreement pertains to three concessions, Mapy, Mapy2 and Fernanda, collectively referred to as the Tenoriba Project . The terms of the Agreement permitted the Company to acquire a 100% interest in the Tenoriba Project, subject to a 2% Net Smelter Return (“ NSR ”) royalty payable to the vendors upon commercial production (the royalty can be purchased by the Company at any time within a two-year period from commencement of commercial production for US$1,500,000), by issuing a total of 225,000 common shares and making total cash payments of US$160,000 to the vendors over a four-year option period and spending US$1,000,000 in exploration expenditures on or before June 30, 2016. On March 12, 2015 the Company amended the original option agreement on Tenoriba, extending the Company’s commitments to earn its

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MAMMOTH RESOURCES CORP. Form 51-102F1: Management’s Discussion and Analysis For the three months ended April 30, 2021 (Expressed in Canadian Dollars)

100% interest in Tenoriba to the end of 2019. The Company has earned a 100% interest in the Tenoriba Project, subject to the 2.0% NSR.

On October 3, 2012, the Company, through its Mexican subsidiary, registered the Mapy3 concession comprising 1,849.6 hectares and located directly east of the Mapy and Mapy2 concessions. On February 18, 2018, the Company received confirmation of title from the Direccion General de Minas (mining department of the Mexican government) acknowledging title to the Mapy3 concession. The Company is 100% holder of this concession and is now part of the Tenoriba Area.

The Tenoriba Area is thus comprised of four concessions, Mapy, Mapy2, Mapy3 (collectively the “ Mapy Concessions ”) and Fernanda totalling 5,333 hectares.

Centerra Option Agreement

On December 17, 2018, the Company signed an option agreement with Centerra whereby the Company had granted Centerra the right to acquire an initial 51% interest in the Tenoriba Project by spending US$5,000,000 in exploration expenditures and making payments to Mammoth of US$400,000 and a second tranche ownership option whereby Centerra could earn an additional 19% interest by spending US$4,000,000 in exploration expenditures and making a payment of US$600,000 to Mammoth.

On September 22, 2020, Mammoth announced that Centerra had informed the Company it was ceasing all exploration activities in Mexico effective November 10, 2020, including at Tenoriba and that this decision was “no reflection upon any of the exploration properties it was involved in, including the Tenoriba property”. The ownership interests, information, permissions and applications for permissions to explore the Tenoriba property were transferred to Mammoth.

Project Activities

Mammoth acquired under the original option agreement on July 3, 2012 the Tenoriba project in southwestern Chihuahua State, Mexico. From October 18, 2012 to as recent as April 26, 2018, the Company has continued to report results from surface exploration activities at Tenoriba, including; mapping and chip channel sampling, geochemical and geophysical studies, preliminary metallurgical testing, surface channel sampling and diamond drilling. On February 20, 2014, the Company posted on its web-site an in-house, non 43-101 compliant technical report (was written by the Company’s qualified person, versus an independent qualified third party) summarizing all known historical work performed on the property and all work performed by Mammoth until the end of 2013. The report recommends drilling geophysical targets and continuing metallurgical testing of precious metal enriched cyanide leachable material on the property.

On February 20, 2014, the Company announced its highest to date sample assaying 73.4 g/t gold from its outcrop sampling program at Tenoriba together with numerous additional samples which assay greater than 1.0 g/t within a detailed mapping and sampling program located at the Los Carneritos target area.

On April 9, 2014, the Company announced the completion of the geophysics report, including various surface plans and geophysical survey cross sections from the Induced Polarization and Magnetic (IP/Mag) ground geophysics survey covering approximately one third of the large 15 km[2] target area of gold-silver mineralization at Tenoriba. Mammoth also reported that the coincidence of geophysical targets below surface area with good assay results coupled with recommendations for drilling these targets in the report led the Company to advance the permitting process for drill testing these targets.

On April 16, 2014, the Company announced that it confirmed the position of 14 drill holes to test the depth extent of numerous geophysical features below attractive surface geology at Tenoriba.

On November 5, 2014, the Company announced that it has received a permit to drill the Tenoriba property. The permit allows the Company drill up to 20 drill holes under an "Informe Preventivo" or "Aviso de Inicio de Actividades de Proyectos de Exploracion Minera Directa" (NOM-120-ECOL-1997) and was submitted to the SEMARNAT (Secretariaria de Medio Ambiente nine Recursos Naturales) office in Chihuahua, Mexico.

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MAMMOTH RESOURCES CORP. Form 51-102F1: Management’s Discussion and Analysis For the three months ended April 30, 2021 (Expressed in Canadian Dollars)

On October 18, 2016, the Company announced the recommencement of exploration activities at Tenoriba after a two-year hiatus due to the weak investment climate in the industry and the challenges to raising equity capital accretive for exploration, project activities including systematic PIMA sampling, mapping and analysis.

On November 29, 2016, the Company announced a two-year extension to its drill permit at the Tenoriba property and on January 26, 2017, the Company announced results from its systematic PIMA program and intent to perform a follow-up infill program, road construction and trenching programs to commence in the first half of 2017.

On June 14, 2017, the Company announced initial results from its surface channel sampling program from channels El Moreno 1, and Carneritos 1 and 2 and on July 31, 2017, the Company announced the completion of this program with 14 channel sample lines having been completed and that the infill PIMA sampling program had been completed over the Cerro Colorado target area.

On August 8, 2017, the Company announced results from El Moreno channels 2, 3 and 4 and Masuparia channel 1. On August 22, 2017, the Company announced results from Masuparia channels 2 and 3 and Carneritos channels 4 and 5. On September 21, 2017, the Company announced results from the final channel sample at Cerro Colorado and provided the following table which summarized all surface trench results from this program.

Location Channel Width (m) El Moreno 1 13.6 El Moreno 2 16.5 El Moreno 3 6.0 El Moreno 4 12.0 Carneritos 1 15.7 Carneritos 2 7.4 Carneritos 3 13.5 Carneritos 4 10.0 Carneritos 5 11.9 Carneritos 6 6.2 Masuparia 1 13.1 Masuparia 2 6.4 Masuparia 3 12.0 Cerro Colorado 6.8	True Width (m) 11.5 16.0 5.0 11.0 15.5 7.0 13.5 10.0 11.9 6.2 13.1 6.4 9.7 6.4	Weighted Average Gold Grade (g/t) 0.64 0.38 0.28 0.23 0.99 1.28 1.50 0.42 0.05 0.88 0.66 0.47 0.11 0.54	Weighted Average Silver Grade (g/t) Weighted Average Gold Equivalent Grade* (g/t) 2.5 0.67 4.3 0.44 0.6 0.29 9.7 0.36 6.1 1.07 8.2 1.36 3.4 1.55 7.2 0.51 0.01 0.08 4.4 0.94 0.9 0.67 10.0 0.61 1.0 0.12 1.9 0.57

∗ Silver was converted to gold in the reported values at the time of this reporting at the then ratio of the price of an equivalent weight of silver to gold of 80:1.

On October 25, 2017, Mammoth announced drill targets for its upcoming diamond drill program to commence imminently and on November 22, 2017 the Company announced the mobilization of diamond drill equipment to Tenoriba. From January 22, 2018 through April 26, 2018, including announcements on March 1 and April 12, 2018, Mammoth announced results from the diamond drill program.

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MAMMOTH RESOURCES CORP. Form 51-102F1: Management’s Discussion and Analysis For the three months ended April 30, 2021 (Expressed in Canadian Dollars)

Results are summarized in the following table:

Location Hole Number From To Total (m) (m) (m) El Moreno TEN 17-01 169.0 209.0 40.0 (including) 198.5 204.5 5.9 TEN 17-02 180.5 260.5 80.0 (including) 187.0 196.0 9.0 (including) 180.5 196.0 15.5 TEN 17-03 85.0 92.2 7.2 Masuparia TEN 17-04 0.0 10.0 10.0 45.1 90.5 45.4 (including) 45.1 59.8 14.7 (including) 72.5 90.5 18.0 TEN 17-05 28.0 55.0 27.0 (including) 46.6 55.0 8.4 70.0 93.5 23.5 (including) 83.5 93.5 10.0 (including) 86.5 92.0 5.5 Carneritos TEN 17-06 43.7 170.5 126.8 (including) 70.7 129.0 58.2 (including) 70.7 95.7 25.0 (including) 95.7 111.0 15.0 TEN 17-07 11.5 53.5 42.0 65.5 78.0 12.5 TEN 17-08 52.5 62.7 14.9

Weighted Average Gold Grade Weighted Average Silver Grade Weighted Average Copper Grade Weighted Average Gold Equivalent Grade (g/t) (g/t) (%) (g/t) 0.77 2.0 0.79 3.41 7.2 3.51 0.17 0.3 0.18 0.51 5.3 0.52 0.35 8.6 0.36 0.23 36.3 3.59 4.34 1.12 0.1 1.13 0.53 0.1 0.63 0.61 0.2 0.86 0.78 0.1 0.83 0.51 0.1 0.63 1.30 0.1 1.39 1.30 1.3 1.32 2.89 3.2 2.93 4.92 5.1 4.99 0.47 7.2 0.52 0.73 3.9 0.80 1.10 2.7 1.21 0.51 0.4 0.54 0.21 5.0 0.28 0.33 2.4 0.36 0.58 3.1 0.62*

∗ Silver was converted to gold in the reported values at the time of this reporting at the then ratio of the price of an equivalent weight of silver to gold of 80:1.

On December 17, 2018, the Company announced the signing of the option agreement on the Tenoriba Project with Centerra, details of which have previously been disclosed.

On September 22, 2020, Mammoth announced that Centerra had informed the Company it was ceasing all exploration activities in Mexico, including at Tenoriba and that this decision was “no reflection upon any of the exploration properties it was involved in, including the Tenoriba property”.

On February 18, 2021, the Company announced the completion and posting on Mammoth’s website, an independent assessment of the Tenoriba Project performed by Drs. Michael Ressel and Odin Christensen of MDA Associates where Dr. Ressel reviewed all historic geological data generated by all prior parties to the exploration at Tenoriba since 2007, followed by five days on site reviewing the project geology, and shared the findings of this work and collaborated with Dr, Christensen in drawing collective observations, conclusions and recommendations regarding the potential of the Project.

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MAMMOTH RESOURCES CORP. Form 51-102F1: Management’s Discussion and Analysis For the three months ended April 30, 2021 (Expressed in Canadian Dollars)

On March 3, 2021, Mammoth began an infill Induced Polarization/Magnetometer “P/Mag” geophysics survey at Tenoriba. The survey is designed to identify potential drill targets on approximately 60% of the six kilometre trend of gold-silver and copper mineralization not covered by the 2014 geophysics survey.

Mammoth engaged the services of Intelligent Exploration and its highly experienced principal geophysicists to assist in the design of this survey. As part of the early 2021 exploration program, Mammoth intends to also perform follow up and infill mapping and sampling to supplement the information from this geophysical survey. All additional data will be incorporated with historic surface and drill data to assist in 3D modelling of surface and subsurface features to be performed by Intelligent Exploration in order to target drill hole locations for the Company’s planned 2021, 50-hole diamond drill program.

Exploration and evaluation assets

The Company has incurred the following acquisition and deferred exploration costs on the Tenoriba Project:

	Tenoriba	Project
	Three months ended	Year ended
For theperiod ended,	April 30, 2021	January 31, 2021
Acquisition costs, opening balance	$216,614	$216,614
Additions and deductions	-	-
Total acquisition costs	216,614	216,614
Deferred exploration costs, opening balance	2,196,303	2,043,084
Additions for the period
Drilling and assaying	138,862	19,058
Geological consulting	78,702	116,468
Concession fees	291	47,342
Professional fees	3,841	6,506
Other	3,864	18,357
Travel and accommodation	132	2,218
	225,693	209,949
Expense recovery	-	(56,730)
	225,693	153,219
Deferred exploration costs	2,421,996	2,196,303
Total exploration and evaluation assets	$2,638,610	$2,412,917

Richard Simpson, P. Geologist Vice-President Exploration for Mammoth Resources Corp, is Mammoth's Qualified Person, according to National Instrument 43-101 and supervised the preparation of the technical information contained in this MD&A in compliance with NI 43-101.

Results of Operations

The following discussion and analysis of the Company’s financial results of its operations should be read in conjunction with the Company’s Audited Financial Statements and related notes.

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MAMMOTH RESOURCES CORP. Form 51-102F1: Management’s Discussion and Analysis For the three months ended April 30, 2021 (Expressed in Canadian Dollars)

Summary of Quarterly Results

The following information is derived from the Company’s unaudited quarterly financial statements for the preceding eight quarters.

eight quarters.
	April 30 2021 January 31 2021 October 31 2020 July 31 2020
Total assets Shareholders’ equity Total revenues Loss and comprehensive loss Loss and comprehensive loss per share - basic	$2,874,028 $3,086,788 $2,494,473 $2,450,003 2,285,504 2,327,444 1,654,115 1,748,565 Nil Nil Nil Nil (47,941) (35,250) (94,451) (90,313) (0.00) (0.00) (0.01) (0.00)
	April 30 2020 January 31 2020 October 31 2019 July 31 2019
Total assets Shareholders’ equity Total revenues Loss and comprehensive loss Loss and comprehensive loss per share - basic	$2,419,284 $2,436,440 $2,459,304 $2,465,638 1,548,163 1,585,669 1,616,696 1,623,646 Nil Nil Nil Nil (37,506) (31,027) (7,257) (7,099) (0.00) (0.00) (0.00) (0.00)

General and administrative expenses

The following information shows the breakdown of the Company’s general and administrative expenses.

	For the	three months ended
		April 30,
	2021	2020
Shareholder and investor relations	$28,669	$741
Office costs	4,217	1,061
Regulatory and filing fees	5,680	5,200
Insurance	1,641	472
Travel	1,551	18
Year end accruals,reversed	(28,000)	-
	$13,757	$7,492

Liquidity

The Company currently has no operating revenues and relies primarily on capital raised from equity financings.

For the three months ended April 30, 2021 the Company incurred a net loss of $47,941 (2020 - $37,506). The Company earned $50,195 cash from operations during the three months ended April 30, 2021 as a result of collecting funds from the private placement that closed January 27, 2021 (2020 – ($2,687)). An officer of the Company provided funds, in the form of a loan, to the company to pay administrative invoices. The loan is subject to a contractual 13% interest rate, calculated monthly. Interest expense of $4,317 was accrued for the three months ended April 30, 2021 (2020 - $7,975). The Company spent $225,693 (2020 - $3,741) on exploration work during the three months ended April 30, 2021 as the Company undertook an infill Induced Polarization/Magnetometer “P/Mag” geophysics survey at Tenoriba.

The business of exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying value of exploration properties and the Company's continued existence is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves and the achievement of profitable

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MAMMOTH RESOURCES CORP. Form 51-102F1: Management’s Discussion and Analysis For the three months ended April 30, 2021 (Expressed in Canadian Dollars)

operations, which may rely upon the ability of the Company to raise alternative financing and/or the Company's ability to dispose of its interests on an advantageous basis. These circumstances comprise a material uncertainty which may lend significant doubt as to the ability of the Company to continue as a going concern. Changes in future conditions could require material write-downs of the carrying values.

On June 9, 2021, the Company announced the closing of a non-brokered private placement whereby 20,349,965 Units at a price of $0.14 per unit were issued for gross proceeds of $2,848,995. The Company paid $14,710 in finders’ fees. The units were comprised of one common share of the Company and one share purchase warrant which can be exercised for a period of 18 months from closing of the private placement at a price of $0.21 per warrant.

Capital Resources

The Company’s only source of funding has been the issuance of equity securities for cash. Management believes it is using best efforts to raise equity capital as required in the long term but recognize there will be risks involved that may be beyond its control. The Company has no outstanding debt facility upon which to draw.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Transactions with Related Parties

The Company defines its key management as directors, Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and VP Exploration. For the three months ended April 30, 2021, key management compensation and interest expense accrued or paid to senior officers, totaled $36,317 (2020 - $38,975). The following table summarizes information on related party transactions:

summarizes information on related party transactions:
	Three months ended April 30, 2021 2020
Amounts recorded in Exploration and Evaluation assets: VP Exploration, CEO consulting fees Amounts recorded in Comprehensive Loss: Management fees, CEO and CFO Interest expense	$15,250 $10,500 13,250 20,500 4,317 7,975

As at April 30, 2021, amounts due to related parties were $347,870 (2020 - $338,912). This liability represents the accrued consulting fees due to the CEO and VP Exploration.

As at April 30, 2021, a loan payable to the CEO amounted to $140,136 (2020 - $246,177). The loan bears interest at 13%, is unsecured and due on demand. This liability represents the expenses the CEO has paid on behalf of the Company. As of April 30, 2021, accrued interest on the loan amounted to $4,317 (2020 - $49,444).

On July 23, 2020, $59,993 of the amounts due to related parties were settled by issuance of 1,714,100 common shares of the Company valued at $59,993 (Note 7).

The Company entered into consulting agreements with the CEO and VP Exploration for the provision of consulting services subject to the Capitalization (funds available from a financing, other financing related activities, including project funding, and free of any accruals and debt) of the Company, as follows:

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MAMMOTH RESOURCES CORP. Form 51-102F1: Management’s Discussion and Analysis For the three months ended April 30, 2021 (Expressed in Canadian Dollars)

Annual Base Compensation	CEO	VP Exploration
Capitalization (Net proceeds of financing):
Between $0 to $500,000	$66,000	$42,000
Between $500,000 to $1,000,000	$106,000	$75,500
Greater than $1,000,000	$186,000	$129,500

In addition to base fees noted above, the officers are eligible for a discretionary bonus up to 100% of base fees as recommended by the Compensation Committee and approval by the Board of Directors.

The provision of the services shall continue until April 30, 2022 and shall be extendable by concurrent periods of six months each, unless otherwise terminated. The Company must provide six and 12 months written notice of termination for the VP Exploration and CEO, respectively, but reserves the right to waive such notice upon paying the fees, which would have accrued during these periods. Should the Company be subject to a change of control and the agreements terminate, the agreements will terminate immediately, and the Company will be required to pay the base fees equal to 24 and 36 months for the VP Exploration and CEO, respectively, at the rates equivalent to Capitalization greater than $1,000,000, plus an amount equal to any discretionary bonus paid or accrued in the preceding 12 month period, payable in cash, common shares or combination of both at the discretion of the VP Exploration and CEO.

Proposed Transactions

There are currently no proposed transactions.

Critical Accounting Estimates and Judgements

The preparation of the condensed interim consolidated financial statements is in conformity with IFRS which requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimates are revised and in any future years affected.

Key areas of judgement made in applying the Company’s accounting policies are as follows:

• (i) Exploration and evaluation expenditures

Costs incurred in respect of properties may not reflect the true value of the underlying exploration assets.

Key areas of estimation where management has made difficult, complex or subjective assumptions, often as a result of matters inherently uncertain are as follows:

• (i) Measurement of share-based payments and warrant valuation

The Company uses the Black-Scholes option-pricing model to determine the fair value of share-based payments and warrants. Inputs to the model are subject to various estimates about volatility, interest rates, dividend yields, forfeiture rates and expected life of the instruments issued. Fair value inputs are subject to market factors as well as internal estimates. The Company considers historic trends together with any new information to determine the best estimate of fair value at the date of grant.

• (ii) Determination of fair values

The estimated fair value of financial assets and liabilities, by their very nature, are subject to measurement uncertainty. The Company uses a discount rate to determine the fair value of deferred consulting fees on initial recognition. The discount rate is based on an estimated market rate for the Company to obtain similar unsecured financing from a third-party lender.

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MAMMOTH RESOURCES CORP. Form 51-102F1: Management’s Discussion and Analysis For the three months ended April 30, 2021 (Expressed in Canadian Dollars)

(iii) Taxes

Provisions for taxes are made using the best estimate of the amounts expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

Accounting Policies and Recent Accounting Pronouncements

The Company’s significant accounting policies are presented in Note 3 of the annual audited financial statements for the year ended January 31, 2021.

Issued and Outstanding Share Information

As at the date of this report, the Company has issued 67,209,753 Common Shares, 20,349,965 share purchase warrants and 4,206,417 stock options.

Financial Instrument Risk Management

a) Fair value of financial instruments

The carrying value of cash, trade payables and accrued liabilities, loan from third party, due to related parties, interest payable and loan from related party approximate their fair values due to the short-term nature of these financial instruments.

b) Risk management

The operations of the Company are speculative due to the high-risk nature of its business which includes the acquisition, financing, exploration, development and operation of mining properties. The risk factors as disclosed below could materially affect the Company’s future operations and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.

Credit risk

The Company’s credit risk is primarily attributable to its cash and government taxes recoverable. The risk exposure is limited to their carrying values at the statement of financial position date. Cash is held as cash deposits with counterparties that carry investment grade ratings as assessed by external rating agencies. The Company does not invest in asset-backed deposits or investments.

Interest rate risk

The Company is not exposed to significant interest rate risk since it has no interest-bearing debt except loan from related party, which bears a fixed rate of interest. Cash is held in accounts of financial institutions that do not bear significant interest.

Liquidity risk

The Company’s objective is to ensure that there is sufficient capital in order to meet annual business requirements, after taking into account administrative, property holding and exploration budgets, against cash. As at April 30, 2021, the Company had cash of $46,323 in cash to settle current liabilities of $538,524, which include accounts payable and accrued liabilities of $46,202, due to related parties of $347,870, a loan from an officer of $140,136 and interest due on the loan of $4,317. As the Company does not have operating cash flow, the Company has and will continue to rely primarily on loans from an officer and equity financing to meet its capital requirements.

Price risk

The Company is exposed to price risk with respect to commodity prices. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and

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MAMMOTH RESOURCES CORP. Form 51-102F1: Management’s Discussion and Analysis For the three months ended April 30, 2021 (Expressed in Canadian Dollars)

volatilities. The Company closely monitors the commodity prices of precious metals and the stock market to determine the appropriate course of action to be taken by the Company.

Currency risk

The Company operates in Canada and Mexico, and is therefore exposed to foreign exchange risk arising from transactions denominated in a foreign currency.

The operating results and the financial position of the Company are reported in Canadian dollars. The fluctuations of the operating currencies in relation to the Canadian dollar will, consequently have an impact upon the reporting results of the Company and may also affect the value of the Company’s assets and liabilities.

The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks at this time.

Based on management’s knowledge and experience of the financial markets, management does not believe that the Company’s current financial instruments will be affected by interest rate risk, currency risk or credit risk.

Risk Factors

The operations of the Company are speculative due to the high-risk nature of its business which includes the acquisition, financing, exploration, development and operation of mining properties. The risk factors as disclosed below could materially affect the Company’s future operations and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.

Going Concern

As at April 30, 2021, the Company had an accumulated deficit of $3,018,788 (January 31, 2021 - $2,970,847) and a working capital deficit of $480,701 (January 31, 2021 – $199,544). For the three months ended April 30, 2021, the Company incurred a net loss of $47,941 (2020 – $37,506). The business of exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying value of exploration properties and the Company's continued existence is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves and the achievement of profitable operations. The Company also is dependent upon its ability to continue to raise adequate financing and there can be no assurances that the Company will be successful. These circumstances comprise a material uncertainty, which may lend significant doubt as to the ability of the Company to continue as a going concern. Changes in future conditions could require material write-downs of the carrying values. The Company is actively targeting sources of additional financing, which may assure continuation of the Company’s operations and exploration programs.

Exploration and Development Risk

The Company’s mineral property interest is in early exploration stages and is without a known body of commercial ore. Exploration for mineral resources involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. The risks and uncertainties inherent in exploration activities include but are not limited to: legal and political risk arising from operating in certain developing countries, general economic, market and business conditions, the regulatory process and actions, failure to obtain necessary permits, access and approvals, technical issues, new legislation, competitive and general economic factors and conditions, the uncertainties resulting from potential delays or changes in plans, the occurrence of unexpected events and management’s capacity to execute and implement its future plans. Discovery of mineral deposits is dependent upon a number of factors, not the least of which are the technical skills of the exploration personnel involved and the capital required for the programs. The cost of conducting programs may be substantial and the likelihood of success is difficult to assess. There is no assurance that the Company’s mineral exploration activities will result in any discoveries of new bodies of commercial ore. There is also no assurance that even if commercial quantities of ore are discovered that a new ore body would be developed and brought into commercial production. The commercial viability of a mineral deposit once discovered is also dependent upon a number of factors, some of which are the particular attributes of the deposit (such as size, grade, metallurgy and proximity to infrastructure and labour), the interpretation of geological data obtained from drilling and sampling, feasibility studies, the cost of water and

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MAMMOTH RESOURCES CORP. Form 51-102F1: Management’s Discussion and Analysis For the three months ended April 30, 2021 (Expressed in Canadian Dollars)

power; anticipated climatic conditions; cyclical metal prices; fluctuations in inflation and currency exchange rates; higher input commodity and labour costs, commodity prices, government regulations, including regulations relating to prices, taxes, royalties, land tenure and use, allowable production, importing and exporting of minerals, and environmental protection. Most of the above factors are beyond the control of the Company. Development projects will also be subject to the successful completion of final feasibility studies, issuance of necessary permits and other governmental approvals and receipt of adequate financing. The exact effect of these factors cannot be accurately predicted, but the combination of any of these factors may adversely affect the Company’s business. The Company currently has only one mineral property interest and has not mitigated exploration risk by maintaining a diversified portfolio that includes several metal commodity targets in a number of geologic and political environments.

Market events and conditions have caused significant volatility to commodity prices. Notwithstanding various actions by governments, concerns about the general condition of the capital markets, financial instruments, banks, investment banks, insurers and other financial institutions caused the broader credit markets to further deteriorate and stock markets to decline substantially. The Company is dependent on the equity markets as its main source of operating working capital and the Company’s capital resources are largely determined by the strength of the resource markets and by the status of the Company’s exploration and evaluation asset in relation to these markets, and its ability to compete for the investor support of its projects. Consequently, there can be no assurance that equity financing will be available to the Company in the amount required at any time or for any period or, if available, that it can be obtained on terms satisfactory to the Company.

Estimation of Mineralization, Resources and Reserves

There is a degree of uncertainty attributable to the calculation of mineralization, resources and reserves and corresponding grades being mined or dedicated to future production. Until reserves or mineralization are actually mined and processed, the quantity of mineralization and reserve grades must be considered estimates only. In addition, the quantity of reserves and mineralization may vary depending on commodity prices. Any material change in quantity of reserves, mineralization, grade or stripping ratio may affect the economic viability of a project. In addition, there can be no assurance that recoveries from laboratory tests will be duplicated in tests under on-site conditions or during production.

Infrastructure

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges and power and water supply are important determinants that affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company’s activities and profitability.

Title Matters

The Company has investigated its right to explore and exploit its mineral property interest and, to the best of its knowledge, those rights are in good standing. The results of the Company’s investigations should not be construed as a guarantee of title or compliance with the regulatory and legal framework respecting ownership and maintenance of mineral properties. Other parties may dispute the title to a property or the property may be subject to prior unregistered agreements or liens and transfers or land claims by aboriginal, native, or indigenous peoples. The title may be affected by undetected encumbrances or defects or governmental actions. The Company has not conducted surveys of all of its properties, and the precise area and location of claims or the properties may be challenged, and no assurances can be given that there are no title defects affecting such properties. Any defects in the title to the Company’s properties could have a material and adverse effect on the Company.

The Company is earning an interest in its mineral property interest through an option agreement and acquisition of title to the property is completed only when the option conditions have been met. These conditions include, but are not limited to, making property payments, incurring exploration expenditures on the property and complying with the regulatory and legal framework respecting ownership and maintenance of mineral properties. If the Company does not satisfactorily complete the option conditions in the time frame laid out in the option agreement, the Company’s title to the related property will not vest and the Company will have to write down its previously capitalized costs related to the property.

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MAMMOTH RESOURCES CORP. Form 51-102F1: Management’s Discussion and Analysis For the three months ended April 30, 2021 (Expressed in Canadian Dollars)

Competition

There is aggressive competition within the mining industry for the discovery and acquisition of properties considered to have commercial potential, as well as the necessary labour and supplies required to develop such properties. The Company competes with other exploration and mining companies, many of which have greater financial resources, operational experience and technical capabilities than the Company, for the acquisition of mineral claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees and other personnel. The Company may not be able to maintain or acquire attractive mining properties on terms it considers acceptable, or at all. Consequently, its financial condition could be materially adversely affected.

Funding Requirements

The exploration and development of mineral properties requires a substantial amount of capital and may depend on the Company’s ability to obtain financing through joint ventures, debt financing, equity financing or other means. General market conditions, volatile metals prices, a claim against the Company, a significant disruption to the Company’s business, or other factors may make it difficult to secure the necessary financing. There is no assurance that the Company will be successful in obtaining required financing as and when needed on acceptable terms. Failure to obtain any necessary additional financing may result in delaying or indefinite postponement of exploration or development or even a loss of the Company’s option on exploration and evaluation asset or underlying mining property concessions. If the Company needs to raise additional funds, such financing may substantially dilute the interests of shareholders of and reduce the value of their investment.

Uninsured Risks

The mining business is subject to a number of risks and hazards including environmental hazards, industrial accidents, labour disputes, encountering unusual or unexpected geologic formations or other geological or grade problems, encountering unanticipated ground or water conditions, cave-ins, pit wall failures, flooding, rock bursts, periodic interruptions due to inclement or hazardous weather conditions and other acts of God. Such risks could result in damage to, or destruction of, mineral properties or facilities, personal injury or death, environmental damage, delays in mining, monetary losses and possible legal liability.

The Company maintains insurance against certain risks associated with its business in amounts that it believes to be reasonable. Such insurance, however, contains exclusions and limitations on coverage. There can be no assurance that such insurance will continue to be available, will be available at economically acceptable premiums or will be adequate to cover any resulting claim.

History of Profitability

The Company has no history of profitability and has an accumulated deficit of $3,018,788 as at April 30, 2021. There can be no assurance that the Company’s ongoing working capital requirements, corporate and administrative expenses, debt service, capital expenditure requirements and other contractual obligations can be met. There can be no assurance that the operations of the Company will be profitable in the future. The Company has limited financial resources and may require additional financing to further explore, develop, operate, acquire and retain its property interests and if financing is not available for any reason, the Company may become unable to acquire and retain its mineral concessions and carry out its business.

Dependence on Key Personnel

The Company’s success will largely depend on the efforts and abilities of certain senior officers and key contractors. Certain of these individuals have significant experience in operating public companies and/or the mining industry, in particular the mining industry in Mexico. While the Company does not foresee any reason why such officers and key contractors will not remain with the Company, if for any other reason they do not, the Company could be adversely affected.

Foreign Operations

The Company conducts exploration activities in Mexico which exposes the Company to risks that may not otherwise be experienced if all operations were located in Canada. The risks vary from country to country and can include, but are not limited to, civil unrest or war, terrorism, illegal mining, changing political conditions, fluctuations in currency exchange rates, expropriation or nationalization without adequate compensation, changes to royalty and tax regimes, high rates of inflation, labour unrest and difficulty in understanding and complying with the regulatory and legal framework respecting ownership and maintenance of mineral properties. Changes in mining or investment

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MAMMOTH RESOURCES CORP. Form 51-102F1: Management’s Discussion and Analysis For the three months ended April 30, 2021 (Expressed in Canadian Dollars)

policies or shifts in political attitudes may also adversely affect the Company’s existing mineral property interest and operations. Real and perceived political risk may also affect the Company’s ability to finance exploration programs and attract joint venture or option partners, and future mine development opportunities.

Numerous countries have introduced changes to mining regimes that reflect increased government control or participation in the mining sector, including, but not limited to, changes of law affecting foreign ownership, mandatory government participation, taxation and royalties, exploration licensing, export duties, and repatriation of income or return of capital. The risk exists that further government limitations, restrictions or requirements, not presently foreseen, will be implemented. Changes in policy that alter laws regulating the mining industry could have a material adverse effect on the Company. There can be no assurance that the Company’s mineral property interest in Mexico will not be subject to nationalization, requisition or confiscation, whether legitimate or not, by an authority or body.

Corruption and Bribery

The Company is required to comply with anti-corruption and anti-bribery laws, including the Canadian Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act, as well as similar laws in the countries in which the Company conducts its business. If the Company finds itself subject to an enforcement action or is found to be in violation of such laws, this may result in significant penalties, fines and/or sanctions imposed on the Company resulting in a material adverse effect on the Company.

Internal Controls

Internal controls over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation.

Conflicts of Interest

Some of the directors of the Company are also directors of other companies that are similarly engaged in the business of acquiring, exploring and developing natural resource properties. Such associations may give rise to conflicts of interest from time to time. In particular, one of the consequences will be that corporate opportunities presented to a director of the Company may be offered to another corporation or companies with which the director is associated and may not be presented or made available to the Company. The directors of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company, to disclose any interest which they may have in any project or opportunity of the Company, and to abstain from voting on such matter. Conflicts of interest that arise will be subject to and governed by the procedures prescribed by the Company’s Code of Business Conduct and Ethics and the CBCA.

Environmental and Other Regulatory Requirements

The current or future operations of the Company, including development activities and, if warranted, commencement of production on properties in which it has an interest, require permits from various governmental authorities, and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health and safety, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. The Company believes it is in substantial compliance with all material laws and regulations that currently apply to its activities. However, there can be no assurance that all permits which the Company may require for the conduct of mineral exploration and development can be obtained or maintained on reasonable terms or that such laws and regulations would not have an adverse effect on any such mineral exploration or development which the Company might undertake. Amendments to current laws, regulations and permits governing operations and activities of mineral exploration companies, or more stringent interpretation, implementation or enforcement thereof, could have a material adverse impact on the Company.

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MAMMOTH RESOURCES CORP. Form 51-102F1: Management’s Discussion and Analysis For the three months ended April 30, 2021 (Expressed in Canadian Dollars)

Mining and Investment Policies

Changes in mining or investment policies or shifts in political attitude may adversely affect the Company’s business. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, income taxes, expropriation of property, maintenance of claims, environmental legislation, land use, land claims of local people, water use and safety regulations. The effect of these factors cannot be accurately predicted.

Hedging and Foreign Exchange

While hedging of commodity prices and foreign exchange and interest rates is possible, there is no guarantee that appropriate hedging will be available at an acceptable cost should the Company choose or need to enter into these types of transactions.

The Company operates in Canada and Mexico and is therefore exposed to foreign exchange risk arising from transactions denominated in a foreign currency. The operating results and the financial position of the Company are reported in Canadian dollars. The fluctuations of the operating currencies in relation to the Canadian dollar will, consequently, have an impact upon the reporting results of the Company and may also affect the value of the Company’s assets and liabilities. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks at this time.

Cautionary Note Regarding Forward-looking Information

This document contains or refers to forward-looking information. Such forward-looking information includes, among other things, statements regarding targets, estimates and/or assumptions in respect of future production, mine development costs, unit costs, capital costs, timing of commencement of operations and future economic, market and other conditions, and is based on current expectations that involve a number of business risks and uncertainties. Factors that could cause actual results to differ materially from any forward-looking statement include, but are not limited to: the grade and recovery of ore which is mined varying from estimates; capital and operating costs varying significantly from estimates; inflation; changes in exchange rates; fluctuations in commodity prices; delays in the development of the any project caused by unavailability of equipment, labour or supplies, climatic conditions or otherwise; termination or revision of any debt financing; failure to raise additional funds required to finance the completion of a project; and other factors. Forward-looking statements are subject to significant risks and uncertainties and other factors that could cause actual results to differ materially from expected results. Readers should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date hereof and we assume no responsibility to update them or revise them to reflect new events or circumstances, except as required by law.

Internal Controls and Disclosure Controls over Financial Reporting

On November 23, 2007, the British Columbia Securities Commission by which the Company is regulated, exempted Venture Issuers from certifying disclosure controls and procedures, as well as, Internal Controls over Financial Reporting as of December 31, 2007, and thereafter. Since the Company is a Venture Issuer, it is required to file basic certificates. The Company makes no assessment relating to establishment and maintenance of disclosure controls and procedures as defined under National Instrument 52-109.

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