Mega Uranium Ltd.

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MEGA URANIUM LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2020

MEGA URANIUM LTD. Management’s Discussion and Analysis Three and Six Months Ended March 31, 2020 Discussion Dated: May 12, 2020 (All amounts in thousands of Canadian dollars, except for securities and per share amounts)

Introduction

This management’s discussion and analysis of the financial condition and results of operation (“MD&A”) of Mega Uranium Ltd. (“Mega” or the “Company”) should be read in conjunction with Mega’s unaudited condensed interim consolidated financial statements (“interim consolidated statements”) and notes thereto as at and for the three and six months ended March 31, 2020. The same accounting policies and methods of computation were followed in the preparation of the interim consolidated statements as were followed in the preparation and described in note 4 of the annual consolidated financial statements as at and for the year ended September 30, 2019.

Except as otherwise indicated, all financial data in this MD&A have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

All dollar amounts in this MD&A are reported in thousands of Canadian dollars, except for securities and per share amounts.

Caution Regarding Forward-Looking Information

Certain information contained in this MD&A constitutes forward-looking information, which is information relating to future events or the Company's future performance and which is inherently uncertain. All information other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by the use of words such as “seek”, “anticipate”, “budget”, “plan”, “continue”, “estimate”, “expect”, “forecast”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar words or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook. Forward-looking information contained in this MD&A includes, but is not limited to the Company’s expectations regarding its ability to continue as a going concern, its portfolio investment strategy, including the time horizon for holding positions and milestones for dispositions, the Company’s exploration and development activities, including expectations regarding drilling and other activities conducted to advance properties, receipt of regulatory and governmental approvals, the Company’s future operating costs and working capital requirements, including its ability to satisfy such requirements through dispositions of securities or other means and the anticipated timing of dispositions of securities, the exposure of its financial instruments to various risks and its ability to manage those risks, the Company’s ability to use tax resource pools and loss carry-forwards, fees to be incurred by foreign subsidiaries and changes in accounting policies.

Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The Company believes the expectations reflected in the forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and readers are cautioned not to place undue reliance on forward-looking information contained in this MD&A. Some of the risks and other factors which could cause results to differ materially from those expressed in the forward-looking information contained in this MD&A include, but are not limited to: risks relating to uranium exploration activities generally, including the availability and cost of geophysical, drilling and other equipment; uncertainties associated with the uranium industry, including supply and demand fundamentals, our ability to complete our capital programs; geological, technical, drilling and processing problems, including the availability of equipment and access to properties; our ability to secure adequate transportation for our products; potential losses which would stem from any disruptions in production, including work stoppages or other labour difficulties, or disruptions in the transportation network on which we are reliant; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; our ability and the ability of our partners to attract and retain the necessary labour required to explore and

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Management’s Discussion and Analysis Three and Six Months Ended March 31, 2020 Discussion Dated: May 12, 2020

(All amounts in thousands of Canadian dollars, except for securities and per share amounts)

develop our projects; potential conflicting interests with our joint venture partners; our failure or the failure of the holder(s) of licenses or leases to meet specific requirements of such licenses or leases; the failure by counterparties to make payments or perform their operational or other obligations in compliance with the terms of contractual arrangements between us and such counterparties; adverse claims made in respect of our properties or assets; operating hazards and other difficulties inherent in the exploration for and production and sale of uranium; political and economic conditions in the countries in which our property interests are located; obtaining the necessary financing for operations, and unanticipated costs or increased costs incurred to run the operations, our ability to generate taxable income from operations, fluctuations in the value of our portfolio investments due to market conditions and/or company-specific factors, fluctuations in prices of commodities underlying our interests and portfolio investments, unexpected working capital requirements (whether as to timing or quantum) which could require untimely investment dispositions, and other risks included elsewhere in this MD&A under the heading “Risks” and in the Company’s public disclosure documents filed with certain Canadian securities regulatory authorities and available under the Company’s profile at www.sedar.com .

Readers are cautioned that the foregoing lists of factors are not exhaustive. Although the Company has attempted to identify important factors that could cause actual events and results to differ materially from those described in the forward-looking information, there may be other factors that cause events or results to differ from those intended, anticipated or estimated. The forward-looking information contained in this MD&A are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as otherwise required by law. All of the forward-looking information contained in this MD&A is expressly qualified by this cautionary statement.

Going Concern

The interim consolidated statements have been prepared using accounting policies applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they become due. The Company has incurred a net loss for the three and six months ended March 31, 2020 of $8,129 and has an accumulated deficit of $328,113 (September 30, 2019 - $319,984). As a result of its activities and investments, the Company is subject to risks and challenges including, but not limited to, dependence on key individuals, successful exploration and the ability to secure adequate financing to meet the minimum capital required to successfully complete the projects, political risk relating to maintaining property licenses in good standing and continuing as a going concern.

The Company expects that it will incur further operating losses and have to raise additional funds to continue operations. Although the Company can sell equity investments in order to generate capital and has been successful in raising funds historically, there can be no assurance that adequate funding will be available in the future when required, or available on terms acceptable to the Company. The Company’s ability to generate capital from external sources or dispositions of investments is dependent upon many factors outside of its control, including the market values of its investments which can fluctuate significantly at any time and have a material and unpredictable impact of the Company’s capital resources.

Failure to meet its ongoing obligations in respect of governing bodies in the jurisdictions in which it operates may result in the loss of the Company’s exploration and evaluation interests.

The challenges of securing requisite funding beyond March 31, 2020 and the continued estimated operating losses indicate a material uncertainty that may cast a significant doubt on the Company’s ability to continue as a going concern.

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Management’s Discussion and Analysis Three and Six Months Ended March 31, 2020 Discussion Dated: May 12, 2020

MEGA URANIUM LTD.

(All amounts in thousands of Canadian dollars, except for securities and per share amounts)

The interim consolidated statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts or classification of liabilities that might be necessary should the Company not be able to continue as a going concern. Such adjustments could be material.

Due to the worldwide COVID-19 pandemic, material uncertainties may arise that could influence management’s going concern assumption. Management cannot accurately predict the future impact COVID-19 may have on:

Global uranium prices;
Demand for uranium and the ability to explore for uranium;
The severity and the length of potential measures taken by governments to manage the spread of the virus, and their effect on labour availability and supply lines;
Availability of government supplies, such as water and electricity;
Purchasing power of the Canadian and Australian dollar;
Investment values; or
Ability to obtain funding.

At the date of this Interim MD&A, the Canadian federal government, the provincial government of Ontario and the government of Australia have not introduced measures that have directly impeded the operational activities of Mega. Although the values of its investments have materially declined over the period, they currently remain at levels well in excess of the Company’s existing near-term capital requirements, should Mega choose or be required to sell any to fund operations, and management believes the business will continue and, accordingly, the current situation has not impacted management’s going concern assumption. However, it is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of Mega in future periods.

Apart from these factors and the risk factors noted under the heading "Risks”, management is not aware of any other trends, commitments, events or uncertainties that would have a material effect on the Company’s business, financial condition or results of operations.

Nature of the Business

Mega was incorporated in 1990 under the laws of the Province of Ontario and its shares are publicly traded on the Toronto Stock Exchange (the “TSX”) under the symbol “MGA”. The Company is domiciled in the Province of Ontario, Canada and its registered office address is located at 217 Queen Street West, Suite 401, Toronto, Ontario, Canada, M5V 0R2.

Mega has exploration-stage mineral resource properties in Australia and Canada, as well as investments in uranium-focused public and private companies.

Mega is in the process of exploring its mineral properties and has not yet determined whether these properties contain reserves that are economically recoverable. The recoverability of the amounts shown for mineral properties and related expenditures is dependent upon various factors, including: the future selling price of uranium; the existence of economically recoverable reserves; the ability of the Company to obtain the necessary financing to complete exploration and development; government permitting policies and regulations; and future profitable production or proceeds from disposition of such properties.

In addition to the Company’s own exploration activities, Mega participates indirectly in the uranium sector through its securities holdings in other companies, including its significant long-term investment in NexGen Energy Ltd. (“NexGen”) (NXE:TSX), its equity investment in Toro Energy Limited (“Toro”) (TOE:ASX), and

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MEGA URANIUM LTD.

Management’s Discussion and Analysis Three and Six Months Ended March 31, 2020 Discussion Dated: May 12, 2020 (All amounts in thousands of Canadian dollars, except for securities and per share amounts)

marketable securities in Uranium Royalty Corporation (“URC:TSXV”) and other uranium-focused issuers. The Company classifies its investments in each of the three categories in accordance with IFRS based on various factors, including Mega’s percentage interest in and ability to otherwise influence the entity and its trading intentions. The classifications are discussed in the notes to the Company’s audited September 2019 consolidated financial statements.

Investment Strategies and Oversight

We generally acquire and hold investments with a medium to long term view, on the basis of perceived value and growth opportunities and the ability of management teams to effectively execute business plans. We manage our investment portfolio in-house, relying upon the broad industry knowledge and expertise of management to identify and evaluate investment opportunities and monitor the investee companies on an on-going basis. Investment performance is monitored via available market data (including continuous disclosure made by the investees that are public companies) and contact with investee management. Monitoring may also include involvement on the board of directors of an investee, where the size of the investment or other factors so warrant. For example, we currently have representation on the boards of NexGen and Toro, our two principal investments (by value).

Our exit strategies include mergers or the achievement of other significant milestones for our investee companies, but may also involve otherwise timely dispositions of the securities in the secondary market, if and when warranted, and receipt of third-party bids for the securities which are beneficial to us, in the circumstances.

Notwithstanding the foregoing, we may pursue a particular investment or series of investments that may diverge from these strategies from time to time, where suitable opportunities present themselves.

Operational Highlights

On December 1, 2019, Mega and NxGold Ltd. ("NxGold") executed a term sheet for the proposed acquisition by NxGold of a portfolio of securities from Mega for approximately $10,865, payable in shares of NxGold, in connection with a change of business by NXGold to a uranium-focused investment issuer.

On March 16, 2020, Mega and NXGold agreed not to proceed with the transaction due to adverse market conditions associated with the COVID-19 pandemic.

Commencing in March 2020 and continuing after the period ended March 31, 2020, the outbreak of the novel strain of coronavirus known as “COVID19” has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID19 pandemic is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operating subsidiaries in future periods.
Subsequent to the end of the reporting period, the Company issued 250,000 common shares for cash proceeds of $22.5 upon the exercise of stock options by an option holder.

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MEGA URANIUM LTD.

Overall Performance

As at March 31, 2020, the Company had a working capital surplus of $2,535 as compared to a working capital surplus of $5,044 as at September 30, 2019. The decrease in working capital surplus is attributable to the spending on exploration activities, general and administrative expenses and payment of payables as well as the decrease in value of marketable securities during the six months ended March 31, 2020.

The fair value of the Company’s NexGen investment decreased by $13,602 as the NexGen closing bid price decreased from $1.71 on September 30, 2019 to $1.01 on March 31, 2020. The price decline over the period can primarily be attributed to general global market declines experienced during March 2020 in connection with the COVID-19 pandemic.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of Mega.

Proposed Transactions

There were no material proposed transactions as of the date of this MD&A.

Mineral Properties

The following details the exploration and evaluation expenditures of the Company’s mineral properties for the six months ended March 31, 2020 and 2019:

Six months ended March 31, 2020	Ben Lomond Property (Queensland Australia)	Redport Properties (Western Australia)	Total
Consulting - geology and environmental Consulting fees Land licenses Administration Stock-based compensation	$30 Nil 15 1 Nil	$nil 11 13 nil 11	$30 11 28 1 11
	$46	$35	$81

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MEGA URANIUM LTD.

Six months ended March 31, 2019	Ben Lomond Property (Queensland Australia)	Redport Properties (Western Australia)	Total
Consulting - geology and environmental Consulting fees Land licenses Administration Stock-based compensation	$11 nil 151 1 nil	$nil 20 21 nil 32	$11 20 172 1 32
	$163	$73	$236

None of Mega’s properties are in production. Pre-feasibility studies are ongoing on the Ben Lomond Project in Queensland.

On November 23, 2018, the Company granted an option (the “Option”) to purchase its royalty on the Langer Heinrich uranium project in Namibia (the “Royalty”) to URC. URC issued 750,000 common shares to Mega in payment of the $375 purchase price of the Option. The Royalty was AUD$0.12 for each kilogram of yellowcake (U308) produced and sold from the Langer Heinrich property by certain subsidiaries of Paladin Energy Ltd.

On June 26, 2019, URC exercised the Option and acquired the Royalty for a price of $1,625, satisfied by the issue of 1,354,167 special warrants of URC. In addition, the Company purchased 500,000 special warrants of URC for $765. During the six months ended March 31, 2020, these special warrants were exercised for common shares of URC.

There are no active exploration programs on the Company’s Canadian properties.

Following are the plans related to Mega’s properties:

Project/Property Name	Brief Description	Plans for Project	Planned Expenditure for Fiscal 2020	Expenditures Incurred for the Six Months March 31, 2020
Ben Lomond	2 mining leases totaling 21.6 km2in Queensland,Australia.	Environmental and geological prefeasibility studies	$260	$46
Georgetown (including the Maureen uranium resource)	Uranium rights in the Georgetown area of Queensland, Australia.	Ground checking airborne radiometric anomalies; drill testing of various prospects if warranted	$9	$nil
Redport	Gold properties in Western Australia	Geological studies	$130	$24

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Quarterly information

A summary of selected financial information of Mega for the eight most recently completed quarters is provided below:

Three Months Ended	Total Revenue ($)	Working capital surplus ($)	Net Income or(Loss)	Net Income or(Loss)
			Total ($)	Per Share ($)
March 31,2020	nil	2,535	(4,103)	(0.01)
December 31,2019	nil	3,952	(4,026)	(0.01)
September 30,2019	nil	5,044	(4,861)	(0.01)
June 30,2019	nil	6,163	1,783	0.01
March 31,2019	nil	3,779	(1,359)	(0.00)
December 31,2018	nil	4,244	(1,493)	(0.00)
September 30,2018	nil	2,307	432	0.00
June 30,2018	nil	472	(4,786)	(0.02)

The Company is an exploration stage mineral resources company, with an investment portfolio comprised of uranium-focused companies. Issues of seasonality have not had an impact on our results or operations, however, commodity market fluctuations, and fluctuations in the price of uranium, in particular, have impacted the value of our investments, our exploration activities and our ability to grow through acquisition, and may continue to do so in the future. Over the past eight quarters, variations in the quarterly net income (loss) were caused by fluctuations in financial revenue and gains/losses on disposal of marketable securities and longterm investment, income/(loss) from equity investment, exploration and evaluation expenditures and general and administrative expense. Financial income (loss) varies from quarter-to-quarter due primarily to changes in the fair value of the Company’s investments in marketable securities, which gives rise to unrealized gains/losses. Stock-based compensation expense varies from quarter-to-quarter depending on the number of stock options granted in a quarter, their vesting periods, and the inputs, including assumptions used in the Black-Scholes Option Pricing Model, which is used to calculate the fair value of the stock options.

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MEGA URANIUM LTD.

Results of operations

For the three months ended March 31, 2020, compared with the three months ended March 31, 2019

For the three months ended March 31, 2020, the Company’s net loss was $4,103 compared to net loss of $1,359 for the three months ended March 31, 2019. The increase in net loss of $2,744 is a result of the following:

The increase of $1,003 in unrealized loss on marketable securities resulted from the fluctuation in the fair values of the marketable securities during the three months ended March 31, 2020 compared to the three months ended March 31, 2019.
During the three months ended March 31, 2020, the Company recorded a realized gain of $144 from the sale of marketable securities compared to $nil for the three months ended March 31, 2019.
Loss on equity investment for the three months ended March 31, 2020 was $294 compared to a loss of $100 for the three months ended March 31, 2019. The decrease of $194 in loss on equity investments reflects the Company’s proportionate share of Toro’s decreased operating loss for the three months ended March 31, 2020.
During the three months ended March 31, 2020, the Company recorded a loss on deemed disposition of equity investment of $822 compared to $nil for the three months ended March 31, 2019. This is the result of the dilutive effect of Toro’s issuance of additional common shares during the quarter ended March 31, 2020 on Mega’s percentage equity interest in Toro.
Deferred tax expense for the three months ended March 31, 2020 was $1,630 compared to $642 for the three months ended March 31, 2019.
For the three months ended March 31, 2020, general and administrative expenses decreased by $155 compared to the three months ended March 31, 2019.

A breakdown of general and administrative expenses for the three months ended March 31, 2020 and 2019 is provided below.

	2020	2019	Variance
Three Months Ended March 31,	($)	($)	($)
Professional fees	36	24	12
Consulting and directors’ fees	163	162	1
Transfer agent and filing fees	51	81	(30)
Travel and promotion	8	10	(2)
Salaries and office administration (a)	158	211	(53)
Stock-based compensation (b)	31	126	(95)
Amortization	18	6	12
	465	620	(155)

(a) Salaries and office administration decreased by $53 during the three months ended March 31, 2020 compared to the three months ended March 31, 2019 due to the implementation of cost saving initiatives.

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Management’s Discussion and Analysis Three and Six Months Ended March 31, 2020 Discussion Dated: May 12, 2020

MEGA URANIUM LTD.

(All amounts in thousands of Canadian dollars, except for securities and per share amounts)

(b) There was a decrease of $95 in stock-based compensation expense for the three months ended March 31, 2020 over the 2019 period. Stock-based compensation expense will vary from period to period depending upon the number of options granted and vested during a period and the fair value of the options calculated as at the grant date.

For the six months ended March 31, 2020, compared with the six months ended March 31, 2019

For the six months ended March 31, 2020, the Company’s net loss was $8,129 compared to net loss of $2,852 for the six months ended March 31, 2019. The increase in net loss of $5,277 is a result of the following:

Impairment of equity investment for the six months ended March 31, 2020 was $2,657 compared to $nil for the six months ended March 31, 2019. The impairment resulted from management’s assessment that the carrying value of its investment in Toro exceeded its recoverable amount as at March 31, 2020.
The increase of $1,957 in unrealized loss on marketable securities resulted from the fluctuation in the fair values of the marketable securities during the six months ended March 31, 2020 compared to the six months ended March 31, 2019.
During the six months ended March 31, 2020, the Company recorded a realized gain of $144 from the sale of marketable securities compared to $nil for the six months ended March 31, 2019.
During the six months ended March 31, 2020, the Company recorded a loss on deemed disposition of equity investment of $822 compared to $689 for the six months ended March 31, 2019. This is the result of the dilutive effect of Toro’s issuance of additional common shares during the periods ended March 31, 2020 and 2019 on Mega’s percentage equity interest in Toro.
During the six months ended March 31, 2020, the Company spent $81 of exploration and evaluation expenditures compared to $236 for the six months ended March 31, 2019.
Deferred tax expense for the six months ended March 31, 2020 was $1,784 compared to $1,155 for the six months ended March 31, 2019.
For the six months ended March 31, 2020, general and administrative expenses decreased by $218 compared to the six months ended March 31, 2019.

A breakdown of general and administrative expenses for the six months ended March 31, 2020 and 2019 is provided below.


Six Months Ended March 31,	2020 ($)	2019 ($)	Variance ($)
Professional fees	31	42	(11)
Consulting and directors’ fees	326	325	1
Shareholder relations and communications	1	9	(8)
Transfer agent and filing fees	73	99	(26)
Travel and promotion	25	29	(4)
Salaries and office administration (a)	314	355	(41)
Stock-based compensation (b)	86	239	(153)
Amortization	36	12	24
	892	1,110	(218)

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MEGA URANIUM LTD.

(a) Salaries and office administration decreased by $41 during the six months ended March 31, 2020 compared to the six months ended March 31, 2019 due to the implementation of cost saving initiatives.
(b) There was a decrease of $153 in stock-based compensation expense for the six months ended March 31, 2020 over the 2019 period. Stock-based compensation expense will vary from period to period depending upon the number of options granted and vested during a period and the fair value of the options calculated as at the grant date.

Segmented information

The Company’s operations are segmented on a regional basis and are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. Mega’s Chief Executive Officer is the chief operating decision maker who is responsible for allocating resources and assessing performance of the operating segments.

The Company’s significant segments are divided into two distinct geographic areas. The Canadian operations, which are mainly in Ontario, and Newfoundland and Labrador, are managed from the Company’s head office in Toronto. The Australian operations are managed from Perth.

The following is segmented information of operations for the three and six months ended March 31, 2020 and 2019 and as at March 31, 2020 and September 30, 2019:

Country/Region	Three Months Ended March 31, 2020 Net Loss ($)	Three Months Ended March 31, 2019 Net Loss ($)	Six Months Ended March 31, 2020 Net Loss ($)	Six Months Ended March 31, 2019 Net Loss ($)
Canada	(3,982)	(1,230)	(7,920)	(2,538)
Australia	(121)	(129)	(209)	(314)
	(4,103)	(1,359)	(8,129)	(2,852)

As at March 31, 2020

Country/Region	Capital assets $	Cash and cash equivalents $	Other assets $	Total assets $
Canada	17	142	24,894	25,053
Australia	23	73	123	219
	40	215	25,017	25,272

As at September 30, 2019

Country/Region	Capital assets $	Cash and cash equivalents $	Other assets $	Total assets $
Canada	19	576	43,900	44,495
Australia	31	147	155	333
	50	723	44,055	44,828

The Company has no inter-segment revenues.

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Marketable Securities

Marketable securities consist of equity investments in junior or small cap mining companies for the following periods indicated:

	March 31, 2020 $	September 30, 2019 $
Investments at fair value	2,808	4,771
Cost	5,975	6,225

Changes in cost and fair value over the period reflect both dispositions and unrealized losses and/or gains.

Liquidity and Capital Resources

The activities of the Company, principally the acquisition and exploration of properties prospective for uranium, are financed through the completion of private placements, the exercise of stock options and warrants and the disposition of investments. There is no assurance that future equity capital will be available to the Company in the amounts or at the times desired by the Company or on terms that are acceptable to it, if at all.

The Company has no operating revenues and therefore must utilize its current cash reserves, funds obtained from the exercise of warrants and stock options and other financing transactions to maintain its capacity to meet ongoing operating activities. As of March 31, 2020, the Company had 32,215,000 options and 30,566,000 warrants outstanding, which would raise $8,636, if exercised in full by the holders. The exercise of stock options and warrants by holders is outside of the Company’s control and dependent upon various factors, including the future trading prices of the underlying common shares, which cannot be predicted. Accordingly, Mega cannot rely on the availability of this source of funds with any degree of certainty.

As at March 31, 2020, the Company had cash and cash equivalents of $215 to settle its amounts payable and other liabilities of $670. The Company’s cash and cash equivalents as of March 31, 2020 are not sufficient to pay these liabilities. Approximately $562 of the amounts payable and other liabilities is due to related parties, the majority of which the payee has agreed to defer payment of.

During the six months ended March 31, 2020, the Company used $752 of cash on its operations. During the six months ended March 31, 2020, receivables and prepaid expenses increased by $29 and amounts payable and other liabilities increased by $34 due to fluctuations in the normal course of business.

For the six months ended March 31, 2020, the Company made net lease payments of $31 during the period.

For the six months ended March 31, 2020, the Company purchased additional shares of NexGen for $140 and received proceeds of $394 from the sale of marketable securities.

As at March 31, 2020, the Company’s marketable securities and long-term investment in NexGen shares were valued at $2,808 and $19,671, respectively. The Company can choose to sell investments to generate funds required to settle its obligations as they arise. Management intends to hold the Company’s marketable securities and long-term investments until it becomes advantageous to sell the investments or liquidity concerns necessitate such sale. The Company sold some of its marketable securities during the six months ended March 31, 2020 to fund its operations and may sell additional marketable securities as needed.

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MEGA URANIUM LTD.

The Company’s use of cash is currently and is expected to continue to be focused on two principal areas, namely the funding of its general and administrative expenditures and the funding of its investment activities. Investing activities include the cash components of the cost of acquiring and exploring the Company’s mineral properties. For the twelve-month period ending March 31, 2021, corporate head office costs are estimated to average $300 per quarter for salaries, office administration, consulting fees, travel and promotion, professional fees and reporting issuer costs.

The Company has material commitments and obligations for cash resources set out below (which exclude discretionary acquisition and exploration expenses pursuant to various agreements). Failure to meet exploration obligations could lead to termination/dilution of the Company’s underlying interests.

	Total	Up to 1	1 - 3	4 - 5	After 5
Contractual Obligations		year	years	years	years
	($)	($)	($)	($)	($)
Amountspayable and other liabilities	670	670	nil	nil	nil
Obligations on mineral properties (a)	1,995	399	798	798	nil
	2,665	1,069	798	798	nil

(a) Obligations on mineral properties pertain to minimum expenditures required to be incurred to maintain those claims/tenements in Canada and Australia.
(b) The Company is subject to management contracts with certain executive officers that provide for payments under circumstances involving a change of control of Mega and/or termination of the officer's services. As at March 31, 2020, these contracts require that additional payments of approximately $2,066 be made upon the occurrence of a change of control. The minimum commitment upon termination of these contracts is approximately $966. As a triggering event has not taken place, the contingent payments have not been reflected in the consolidated statements.
(c) As part of his compensation package, the Company’s Chief Executive Officer is entitled to a special bonus that is dependent upon the cash proceeds of disposition of the original NexGen investment net of acquisition and disposition costs. The entitlement is payable at the discretion of the board of directors and is subject to a maximum bonus equal to 5% of the net cash proceeds. Up to fifty percent of the bonus may be settled in common shares of the Company (also at the discretion of the board and subject to regulatory approval).

Equity investments

In November 2013, Mega acquired 415 million ordinary shares of Toro as consideration for the sale of its Lake Maitland properties and certain associated rights and assets. The shares were valued at $34,337 upon acquisition and represented approximately 28.00% of Toro’s outstanding shares.

During the six months ended March 31, 2020, Mega’s holdings in Toro (395,095,387 shares) were diluted from 18.19% to 15.13% as a result of the issuance of additional ordinary shares of Toro, resulting in a dilution loss of $822.

The Company is considered to have significant influence over Toro due to the percentage of its equity interest in Toro and its representation on Toro’s board of directors. Accordingly, Mega accounts for its investment in Toro using the equity method.

Under the equity method, the Company’s investments are initially recognized at cost, and the carrying amounts are increased or decreased to recognize the Company’s share of the profit or loss after the date of acquisition. Loss on the equity investment was $406 for the six months ended March 31, 2020.

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MEGA URANIUM LTD.

The fair value of the equity investment in Toro is $1,714 as at March 31, 2020 (September 30, 2019 - $5,652) based on the applicable closing share price. Such fair value is categorized as level 1 within the fair value hierarchy.

The Company has recorded an impairment on the equity investment in Toro of $2,657 during the six months ended March 31, 2020 (September 30, 2019 - $2,540). Indicators of impairment were identified by the Company as the carrying amount of the net assets of Toro were determined to be more than its market value. Market value was determined based on Toro’s market capitalization as of the date of assessment, prorated for the proportion of shares owned by the Company.

Long-term investment

Mega holds 19,476,265 shares of NexGen as at March 31, 2020 (September 30, 2019 - 19,376,265). The change in the investment in NexGen is detailed as follows:

	March 31, 2020 ($)	September 30, 2019 ($)
Openingbalance	33,133	50,378
Purchase of additional NexGen shares	140	nil
Unrealized loss for the period ended recorded in other comprehensive loss	(13,602)	(17,245)
Closing balance	19,671	33,133

The closing bid price of NexGen was $1.71 on September 30, 2019 compared to $1.01 on March 31, 2020.

The fair value of the Company’s NexGen investment can be vulnerable to market fluctuations during periods of significant broader market volatility or volatility experienced by the uranium sector, in addition to company-specific factors. The market and company-specific factors that affect the share price of NexGen are beyond the Company’s control.

Outstanding Share Data

The number of common shares of the Company outstanding and the number of common shares issuable pursuant to other outstanding securities of Mega as at May 12, 2020 are as follows:

Securities	As at May 12, 2020
Common shares outstanding	326,641,094
Issuable under options	31,965,000
Issuable under warrants	30,566,000
Total securities	389,172,094

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Related Party Transactions

All transactions with related parties have occurred in the normal course of operations and are recorded at the exchange amount, which is the amount of consideration established and agreed to by the related parties. Related party transactions were as follows for the three and six months ended March 31, 2020 and 2019:

Type of service	Nature of relationship	Three Months Ended March 31, 2020 ($)	Three Months Ended March 31, 2019 ($)
Short-term compensation benefits(a)	Directors	40	40
Short-term compensation benefits(b)	Officers	133	136
Stock-based compensation benefits(c)	Directors and Officers	28	118
Administrative services(d)	Officers	6	6

Type of service	Nature of relationship	Six Months Ended March 31, 2020 ($)	Six Months Ended March 31, 2019 ($)
Short-term compensation benefits(a)	Directors	79	79
Short-term compensation benefits(b)	Officers	266	272
Stock-based compensation benefits(c)	Directors and Officers	79	223
Administrative services(d)	Officers	12	12

(a) Represents the portion of annual retainers for board and committee service paid to all of the directors during the period.

(b) Represents fees paid as compensation to the Company’s Chief Executive Officer, Executive Vice President-Australia and Chief Financial Officer for services rendered in their executive capacities.

For the three and six months ended March 31, 2020, $80 and $159, respectively of the costs relating to these agreements (three and six months ended March 31, 2019 - $79 and $158, respectively) are included in general and administrative expenses and $53 and $107, respectively (three and six months ended March 31, 2019 - $57 and $114, respectively) are included in exploration and evaluation.

(d) Represents accounting services provided to the Company by Marrelli Support Services Inc., a corporation controlled by Mega’s Chief Financial Officer, pursuant to an ongoing contractual arrangement.

During three and six months ended March 31, 2020, the Company provided office space and other occupancy services to Toro and earned $45 and $91 (three and six months ended March 31, 2019 - $65 and $112) of income from Toro.

Included in amounts payable and other liabilities are fees owing to officers and directors of $562 as at March 31, 2020 (September 30, 2019 - $479).

During the six months ended March 31, 2019, officers and directors of Mega exercised 1,100,000 stock options.

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MEGA URANIUM LTD.

Contractual Obligations

Refer to the commitment table under the section “Liquidity and Capital Resources” above for details regarding the Company’s contractual obligations as at March 31, 2020.

Critical accounting judgements, estimates and assumptions

The preparation of the consolidated statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of revenue, expenses, assets, liabilities, and contingent liabilities and the accompanying note disclosures at the date of the consolidated statements. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

However, actual outcomes may differ from these estimates. Significant judgments are used in the Company’s assessment of its ability to continue as a going concern which is described in note 2 of the consolidated statements. The information about significant judgments, estimates and assumptions that have the most significant effect on the recognition and measurement of assets, liabilities, revenue and expenses are discussed below:

Judgments

(i) Determination of functional currency:

IAS 21 “The Effects of Changes in Foreign Exchange Rates” (“IAS 21”), defines the functional currency as the currency of the primary economic environment in which an entity operates. The determination of functional currency, which is performed on an entity by entity basis, is based on various judgmental factors outlined in IAS 21. Based on an assessment of the factors in IAS 21, primarily those that influence labour, material and other costs of goods or services received by the Company’s subsidiaries, management determined that the functional currency for the parent is the Canadian Dollar and the functional currency for the Company's subsidiaries in Australia is the Australian Dollar.

(ii) Significant influence:

Management determines its ability to exercise significant influence over an investment in shares of other companies by looking at its percentage interest and other qualitative factors including but not limited to its voting rights, representation on the board of directors, participation in policy-making processes, material transactions between the Company and the associate, managerial personnel in common, provision of essential technical information and operating involvement.

(iii) Deferred tax assets and liabilities:

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company computes deferred tax assets and liabilities in respect of taxes that are based on taxable profit. Taxable profit is understood to be a net, rather than gross, taxable amount that gives effect to both revenues and expenses. Taxable profit will often differ from accounting profit and management may need to exercise judgment to determine whether some taxes are income taxes (subject to deferred tax accounting) or operating expenses.

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Management’s Discussion and Analysis Three and Six Months Ended March 31, 2020 Discussion Dated: May 12, 2020

MEGA URANIUM LTD.

(All amounts in thousands of Canadian dollars, except for securities and per share amounts)

Deferred tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply when the differences are expected to be recovered or settled. The determination of the ability of the Company to utilize tax loss carry forwards to offset deferred tax liabilities requires management to exercise judgment and make certain assumptions about the future performance of the Company. Management is required to assess whether it is “probable” that the Company will benefit from these prior losses and other deferred tax assets. Changes in economic conditions, commodity prices and other factors could result in revisions to the estimates of the benefits to be realized or the timing of utilizing the losses.

(iv) Going concern

The assessment of the Company’s ability to continue as a going concern involves judgment regarding future funding available for its operations and working capital requirements as discussed in “Going Concern” above.

Estimates

(i) Share-based payments:

The Company uses the Black-Scholes option pricing model to calculate stock-based compensation expense. The Black-Scholes model requires six key inputs to determine a value for an option: riskfree interest rate, exercise price, market price at date of issue, expected dividend yield, expected life and expected volatility. Certain of the inputs are estimates which involve considerable judgment and are, or could be, affected by significant factors that are out of the Company’s control.

(ii) Impairment of equity investment

At the end of each financial reporting period, the Company's management assesses whether there are indications of impairment of the Company’s equity investment in Toro. The recoverable amount of the Company’s equity investment in Toro is estimated based on the applicable closing share price. In addition to the recoverable amount, the Company will take into account general market conditions when determining if an adjustment to the fair value of an investment is warranted at the end of each reporting period.

Mega’s financial condition, results of operation and business are subject to certain risks, which may negatively affect them. A detailed discussion of these risks can be found on pages 18 to 21 under “Risks” in our MD&A for the financial year ended September 30, 2019 (available on SEDAR at www.sedar.com ) and elsewhere in this MD&A, including under “Financial Instruments”, among other sections, where we discuss the concentration of our investments in NexGen and Toro, which represent the majority our assets (on a fair value basis), and the impact that material changes in their fair values could have on our financial condition and ability to carry on business.

Financial Instruments

Part of Mega’s business includes the acquisition of short-term investments in marketable securities and in some cases, long-term equity investments in public companies. The use of financial instruments can expose the Company to several risks, including interest rate, foreign exchange and market risks. A discussion of the Company’s use of financial instruments and their associated risks is provided below:

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(a) Liquidity risk:

Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s liquidity and operating results may be adversely affected if the Company’s access to the capital market is hindered, whether as a result of downturn in stock market conditions generally or related to matters specific to the Company, or if the value of the Company’s investment declines, resulting in lower proceeds on disposition and losses upon disposition. The Company generates cash flow primarily from its financing activities and proceeds from disposition of its marketable securities and long-term investments in addition to interest income earned on its investment. The Company has cash and cash equivalents of approximately $215. The cash equivalents consist of highly liquid short-term deposits with the bank. The Company has working capital surplus as at March 31, 2020 of $2,535. The funds are available as needed to fund the Company’s ongoing expenditures. The Company regularly evaluates these holdings to ensure preservation and security of capital as well as maintenance of liquidity. Refer to note 2 for the Company's going concern assessment. There can be no assurance that the Company will be successful in its efforts to arrange additional financing on terms satisfactory to the Company. If additional financing is raised through the issuance of shares from the treasury of the Company, control of the Company may change and shareholders may suffer additional dilution. If adequate financing is not available, the Company may be required to delay, reduce the scope of, or eliminate one or more exploration activities or relinquish rights to certain of its interests. All of the Company's liabilities are due within the next 12 months.

(b) Market risk:

Market risk is the risk that the fair value of or future cash flows from the Company’s financial instruments will significantly fluctuate due to changes in market prices. The value of the financial instruments can be affected by changes in interest rates, foreign exchange rates, and equity and commodity prices. In the normal course of business, the Company is exposed to market risk as a result of its investments in publicly traded companies and marketable securities. During periods of significant broader market volatility or volatility experienced by the resource/commodity markets, the value of the Company’s investment portfolio can be vulnerable to market fluctuations.

The following table shows the estimated sensitivity of the Company’s after-tax net income (loss) for the period ended March 31, 2020 from a change in the closing bid price of the Company’s investments in marketable securities with all other variables held constant as at March 31, 2020:

	Change in net after-tax income	Change in net after-tax income
	(loss) from % increase in	(loss) from % decrease in
Percentage of change in	closing bid price	closing bid price
closing bidprice	$	$
2%	41	(41)
4%	83	(83)
6%	124	(124)
8%	165	(165)
10%	206	(206)

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(c) Interest rate risk:

Interest rate risk is the impact that changes in interest rates could have on the Company’s income and liabilities. In the normal course of business, the Company is exposed to interest rate fluctuations as a result of the significant portion of cash equivalents being invested in interest bearing instruments.

The Company’s sensitivity analysis suggests that a 1% change in interest rate would change the net loss and comprehensive loss by approximately $3.

(d) Currency risk:

Currency risk is the risk that the fair value of or future cash flows from the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. The Company is exposed to currency fluctuations as it presently holds funds in Australian dollars and a significant amount of its costs and liabilities are denominated in Australian and other currencies. The Company has not entered into any foreign currency contracts to hedge this exposure.

The following table shows the estimated sensitivity of the Company’s net after-tax income (loss) for the period ended March 31, 2020 from a change in all foreign currencies (Australian dollars, and U.S. dollars) with all other variables held constant as at March 31, 2020:

	Change in net after-tax income	Change in net after-tax income
	(loss) from % increase in	(loss) from % decrease in
Percentage of change in	closing exchange rate	closing exchange rate
closing exchange rate	$	$
2%	1	(1)
4%	3	(3)
6%	4	(4)
8%	6	(6)
10%	7	(7)

(e) Credit risk:

Credit risk is the risk of loss associated with a counter party’s inability to fulfill its payment obligations. The Company has its cash and cash equivalents deposited with highly rated financial institutions. Other credit risk is limited to cash, restricted cash and trade receivables in the ordinary course of business. The balance of trade receivables owed to the Company in the ordinary course of business is not significant.

(f) Concentration risks:

The Company is exposed to concentration risks as its investment portfolio is concentrated primarily in NexGen and Toro, two uranium companies which, together, have a total asset value of $21,438 as at March 31, 2020 and $38,785 as at September 30, 2019 and poses the risk that its fair value can decrease significantly enough so as to threaten the ability of the Company to continue operating as a going concern.

The following table shows the estimated sensitivity of the Company’s after-tax net income (loss) for the period ended March 31, 2020 from a change in the closing bid price of the Company’s investment in NexGen with all other variables held constant as at March 31, 2020:

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Management’s Discussion and Analysis Three and Six Months Ended March 31, 2020 Discussion Dated: May 12, 2020

MEGA URANIUM LTD.

(All amounts in thousands of Canadian dollars, except for securities and per share amounts)

	Change in net after-tax income	Change in net after-tax income
	(loss) from % increase in	(loss) from % decrease in
Percentage of change in	closing bid price of NexGen	closing bid price of NexGen
closing bidprice	$	$
2%	289	(289)
4%	578	(578)
6%	867	(867)
8%	1,157	(1,157)
10%	1,446	(1,446)

(g) Fair value:

Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

The carrying values of cash and cash equivalents, restricted cash, receivables and amounts payable and other liabilities, approximate their fair values due to the short-term nature of these instruments. Marketable securities and long term investments in public companies are fair valued using the bid price on the closing date for the underlying investment. The fair value of marketable securities in private companies is determined from recently completed equity financings.

The Company does not fair value its investment in Toro as it is held as an equity investment.

Management of Capital

The Company includes the following items in its managed capital as at March 31, 2020 and September 30, 2019:

	March 31,	September 30,
	2020	2019
	($)	($)
Shareholders’ equity comprises of:
Share capital	276,192	276,192
Warrants	946	946
Share option reserve	66,491	66,394
Accumulated other comprehensive income	8,834	20,644
Deficit	(328,113)	(319,984)
	24,350	44,192

The Company’s objectives when managing capital are:

(a) To maintain the necessary financing to complete exploration and development of its properties;
(b) To realize proceeds from sales of one or more of its properties;
(c) To maximize the income it receives from cash and cash equivalents without significantly increasing the principal at risk by making investments in high credit quality issuers; and

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MEGA URANIUM LTD.

Management’s Discussion and Analysis Three and Six Months Ended March 31, 2020 Discussion Dated: May 12, 2020

(All amounts in thousands of Canadian dollars, except for securities and per share amounts)

(d) To maintain a flexible capital structure that optimizes the cost of capital at an acceptable level of risk.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its underlying assets. The Company maintains or adjusts its capital level to enable it to meet its objectives by:

realizing proceeds from the disposition of its investments;
raising capital through equity financings;
reviewing and reducing capital spending on mineral properties when necessary.

The Company is not subject to any capital requirements imposed by a regulator. To date, the Company has not declared any cash dividends to its shareholders. The Company’s management is responsible for the management of capital and reviews its capital management approach on an ongoing basis through the preparation of annual expenditure budgets, which are updated regularly to take into account factors such as successful financings to fund activities, changes in property holdings and related obligations and exploration activities and believes that this approach, given the relative size of the Company, is reasonable. The properties in which the Company currently has an interest are in the exploration stage; as such the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration, the Company will be required to raise additional funding.

There were no changes in the Company's approach to capital management during the six months ended March 31, 2020 and the Company is not subject to any externally imposed capital requirements.

New accounting standard adopted

Leases and right-of-use asset

In January 2016, the IASB issued IFRS 16 - Leases ("IFRS 16"), replacing IAS 17 - Leases. IFRS 16 provides a single lessee accounting model and requires the lessee to recognize assets and liabilities for all leases on its statement of financial position, providing the reader with greater transparency of an entity’s lease obligations.

The Company adopted IFRS 16, effective October 1, 2019, under the modified retrospective approach. Comparatives for 2019 were not restated. At transition, the Company elected to use the practical expedient available under the standard that allows lease assessments made under IAS 17 and IFRIC 4 to be used for existing contracts. Therefore, the definition of a lease under IFRS 16 was applied only to contracts entered into or modified after October 1, 2019. The Company determined that no transitional adjustment was required other than recognizing a right of use asset and lease liability of $85 at October 1, 2019.

All leases are accounted for by recognizing a right-of-use asset and a lease liability except for:

Leases of low value assets; and
Leases with a duration of twelve months or less.

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by the incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.

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MEGA URANIUM LTD.

On initial recognition, the carrying value of the lease liability also includes:

Amounts expected to be payable under any residual value guarantee;
The exercise price of any purchase option granted if it is reasonable certain to assess that option;
• Any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised.

Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:

Lease payments made at or before commencement of the lease;
Initial direct costs incurred; and
The amount of any provision recognised where the Company is contractually required to dismantle, remove or restore the leased asset.

Lease liabilities, on initial measurement, increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made.

Right-of-use assets are amortized on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if this is judged to be shorter than the lease term.

When the Company revises its estimate of the term of any lease, it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term.

Under IFRS 16, the Company is required to assess the classification of a sublease as a finance or operating lease, with reference to the right-of-use asset and not the underlying asset. For the six months ended March 31, 2020, the Company assessed and classified its sublease as a finance lease under IFRS 16, and therefore derecognized the right-of-use assets relating to the lease being sublet, and recognized lease receivables equal to the net investment in the sublease, recognized a loss in restructuring and other charges equal to the difference between the right of use asset and net investment in the sublease, retained the previously recognized lease obligations in its capacity as lessee, recognized the related interest expense thereafter, and recognized interest income on the sublease receivables in its capacity as finance lessor. Upon entering into a sublease, the Company derecognized the right-of-use asset relating to the head lease that it transfers to the sublessee and recognizes the net investment in the sublease. Any difference between the right-of-use asset and the net investment in the sublease is recognized in profit or loss.

Additional Information

Additional information relating to Mega, including its annual information form, is available under the Company’s profile on SEDAR at www.sedar.com.

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AI assistant

Mega Uranium Ltd. — Interim / Quarterly Report 2020

43362_rns_2020-05-12_de5116c5-0b38-423b-b802-c3b2e2e529eb.pdf

Introduction

Caution Regarding Forward-Looking Information

MEGA URANIUM LTD.

Going Concern

MEGA URANIUM LTD.

Nature of the Business

Investment Strategies and Oversight

Operational Highlights

MEGA URANIUM LTD.

Overall Performance

Off-Balance Sheet Arrangements

Proposed Transactions

Mineral Properties

MEGA URANIUM LTD.

Quarterly information

MEGA URANIUM LTD.

Results of operations

MEGA URANIUM LTD.

MEGA URANIUM LTD.

Segmented information

As at March 31, 2020

Marketable Securities

Liquidity and Capital Resources

MEGA URANIUM LTD.

Equity investments

MEGA URANIUM LTD.

Long-term investment

Outstanding Share Data

Related Party Transactions

MEGA URANIUM LTD.

Contractual Obligations

Critical accounting judgements, estimates and assumptions

Judgments

MEGA URANIUM LTD.

Estimates

Financial Instruments

(a) Liquidity risk:

(b) Market risk:

(c) Interest rate risk:

(d) Currency risk:

(e) Credit risk:

(f) Concentration risks:

MEGA URANIUM LTD.

Management of Capital

New accounting standard adopted

Leases and right-of-use asset

MEGA URANIUM LTD.

Additional Information

More from Mega Uranium Ltd.

Mega Uranium Ltd. Interim / Quarterly Report 2020