Mijem Newcomm Tech Inc - Management Reports 2023

JAXON MINING INC.

Management's Discussion and Analysis Nine Months Ended October 31, 2023

GENERAL

The following discussion and analysis of the operations, results, and financial position of Jaxon Mining Inc. ("the Company"), for the nine months ended October 31, 2023, should be read in conjunction with the Company's unaudited financial statements for the nine months ended October 31, 2023, and the audited financial statements for the twelve months ended January 31, 2023. Unless otherwise noted, amounts are in Canadian dollars.

DATE

This Management's Discussion & Analysis ("MD&A") covers the nine months ended October 31, 2023 and was prepared on December 28, 2023.

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS

The Company's management is responsible for the presentation and preparation of the financial statements on which this discussion and analysis is based. The financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS").

FORWARD LOOKING STATEMENTS

Certain information contained or incorporated by reference in this MD&A, including any information as to our future financial or operating performance, constitutes "forward-looking statements". All statements, other than statements of historical fact, are forward-looking statements. The words "believe", "expect", "anticipate", "contemplate", "target", "plan", "intends", "continue", "budget", "estimate", "may", "will", "schedule" and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Such factors include, but are not limited to: fluctuations in the currency markets; fluctuations in the spot and forward price of gold or other commodities; changes in national and local government legislation, taxation, controls, regulations and political or economic developments in Canada and in other countries; business opportunities that may be presented to, or pursued by, us; operating or technical difficulties in connection with mining or development activities; employee relations; litigation; the speculative nature of exploration and development, including the risks of obtaining necessary licenses and permits; and contests over title to properties, particularly title to undeveloped properties. In addition, there are risks and hazards associated with the business of exploration, development and mining, including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and the risk of inadequate insurance, or inability to obtain insurance, to cover these risks. Many of these uncertainties and contingencies can affect our actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, us. Readers are cautioned that forward-looking statements are not guarantees of future performance. All of the forward-looking statements made in this MD&A are qualified by these cautionary statements.

We disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by applicable laws.

OVERALL PERFORMANCE

Introduction

The Company is solely focused on the Hazelton Property in north-central British Columbia, located east of the town of Hazelton, approximately 40 kilometers north of the town of Smithers. Comprised of 75 contiguous mineral claims, with a total area of 723 km[2] at NTS 93M centered at -127° 10' 46" Longitude, 55° 11' 5" Latitude, the Hazelton Property hosts numerous zones of copper-molybdenum porphyry and polymetallic mineralization hosted in the Skeena Arch metallogenic belt. Seven projects have been identified and delineated at the

Hazelton Property: Red Springs, Blunt Mt, Max, Netalzul Mt, Mt Thoen, Rocher Deboule Mt, and Kispiox Mt. The Company is currently focused on advancing Kispiox Mt, Netalzul Mt and Red Springs. Red Springs

Red Springs consists of 19 mineral claims covering 291.88 km[2] located at the southwest area of the Hazelton Property. Red Springs presents a system involving a number of large and deep porphyry targets.

The Company conducted a work program at Red Springs and completed the following field work:

800 soil samples were collected from (2 km[2] ) Razorback porphyry area for a soil geochemistry study, conducted by HEG & Associates Exploration
2 km[2] ground magnetic survey at Northwest Cirque tourmaline breccia zone/pipe areas, conducted by C2 mining International Corp., resulting in the definition of two negative magnetic anomalies
• ~12 km[2] LiDAR topographic survey in October 2021
Surface structure , mineralization, and lithology mapping by traverse line at Razorback porphyry and Northwest Cirque tourmaline breccia zone/pipe areas
84 rock samples collected and assayed from Red Springs
Petrographic study on seven thin sections
Dating study on one rock sample
Electronic probe study on two thin sections

Netalzul Mountain

Netalzul Mt covers 130.02 km[2] of the northeast corner of Hazelton and consists of 23 claims. Netalzul is marked by surficial high-grade Ag-Au-Cu-Mo-Zn-Pb-Sb polymetallic occurrences. The mineralization exposed at Netalzul is analogous to the types of mineralization at the Silver Standard mine at East Hazelton and the Huckleberry porphyry mine 150 km south of Smithers. Over the last 70 years, Netalzul Mountain has had an eventful staking and artisanal mining history but to date has not been systematically explored.

The Company conducted a work program at Netalzul Mountain and completed the following field work:

Nine holes with total 2,483 m diamond drilling program in 2021
~7 km[2] 3DIP survey and 38 km[2] LiDAR topographic survey conducted September and October of 2021
• 1,092 soil samples, 235 rock outcrop, chip or channel samples have been collected and assayed
Airborne magnetic survey was conducted by Genesis Aviation Inc., including 423.56 line-kms with a traverse line spacing of 100 m and tie line spacing of 100 m
Surface structure , mineralization, and lithology mapping by traverse line
SWIR studies on 86 rock samples
Petrographic study on 16 thin sections
U-Pb dating on ten rock samples, and Re-Os dating on two molybdenite-containing samples
Electronic probe study on nine thin sections

The Company completed the following field work between April and October 2023:

409 soil samples have been assayed
Geochemistry 3D footprints and IP-MT Modelling and Inversions
• IP-MT data 3D Inversion

Max

Max consists of six mineral claims covering 90 km[2] located at the north-central area of the Hazelton Property. The Max target displays >5 km[2] multiple historical massive/semi-massive mineralization showings and characteristics of a VMS deposit, similar to the nearby Equity Silver Mine (once Canada's most profitable silver

mine) including similar age rock, shallow marine setting, and possible remobilization of precious metal rich mineralization.

The Company re-evaluated the data from work conducted at Max; 500 metres of drill core from the (2017) drilling program has been re-evaluated and re-logged in 2020.

Blunt Mountain

Blunt Mountain consists of 12 mineral claims covering 72 km[2] located at the northwest area of the Hazelton Property. A total of 13 showings were identified from previous exploration. The showings are either coppermolybdenum porphyries or Ag-Au-Pb-Zn-Sb veins related to various Late Cretaceous Bulkley intrusive, forming a north-easterly trending mineralization corridor approximately 4 km long and 150 metres wide. Within the corridor, veins are occasionally exposed on the surface, forming a continuous line or an en-echelon system.

Jaxon has collected and assayed 14 outcrop rock samples and 67 soil samples between June and August 2021.

Jaxon has assayed 86 soil samples between April and October 2023

Kispiox Mountain

Kispiox Mountain consists of four mineral claims covering 28 km[2] located at the further northwest area of the Hazelton Property. A total of two showings were identified from previous exploration. The showings are either copper-molybdenum porphyries or Ag-Au-Pb-Zn-Sb veins related to various Late Cretaceous Bulkley intrusive. Jaxon has collected and assayed 43 outcrop rock samples and 12 soil samples during June and July of 2021. The assay results indicate the existence of a large, high-grade, antimony anomaly at Kispiox Mountain.

Jaxon has assayed 11 soil samples between April and October 2023

Mt. Thoen, Rocher Deboule Mountain

Both projects are areas claimed by Jaxon in late 2020 to early 2022. Mt Thoen consists of two mineral claims in the north area of Hazelton property. Rocher Deboule Mt. consists of twelve mineral claims and is located in the southwestern corner area of Hazelton property. Jaxon has not yet conducted any prospecting work on these projects.

Qualified Person

The Company's exploration program is directed by Yingting (Tony) Guo, P.Geo., President and Chief Geologist, who is a "Qualified Person" as defined by National Instrument 43-101 and who prepared and approved the scientific and technical information contained in this MD&A.

Financial Condition

As of October 31, 2023, the Company had $24,187 (January 31, 2023: $84,469) in cash and a working capital deficit of $978,161 (January 31, 2023: working capital deficit of $483,295).

OUTLOOK

Priorities for the Year Ended January 31, 2024 (Fiscal 2024)

For fiscal 2024, the Company will focus its priorities as follows:

Invert and remodel the geophysical data set from Netalzul Mountain.
Use the newly modeled data to generate and refine targeting vectors that will be used in the final design of the ~4000-metre drill test of the Netalzul porphyry system.

Enter into drilling joint ventures and/or raise sufficient funding to complete the ~4000 meter to test and to continue exploration work at Red Springs and then at Jaxon’s six other porphyry targets on the Hazelton Property. The Company’s ability to conduct the test will depend on weather, the cost and availability of equipment and staff and available capital.
Raise the additional funds necessary to conduct surveying and prospecting activities on three recently acquired claims that extend the Hazelton property.
Continue to review additional mineral projects in the Hazelton area, that can extend the Company's exploration and geological modeling capabilities.

RESULTS OF OPERATIONS

Exploration and development

During the nine months ended October 31, 2023, exploration expenditures were as follows:

Hazelton Property, British Columbia: Acquisition costs Administration and maintenance Assaying and analysis Camp costs, supplies and logistics Drilling and drilling related costs Environmental review Geological services Helicopter services Property examination Project management Stock-based compensation Travel	Balance as at January 31, 2023 Additions Balance as at October 31, 2023
	291,719 $ 1,357 $ 293,076 $ 172,514 11,780 184,294 514,417 25,712 540,129 730,945 617 731,562 1,038,296 - 1,038,296 24,645 - 24,645 2,786,837 105,238 2,892,075 1,477,884 - 1,477,884 582,971 - 582,971 283,779 - 283,779 141,756 - 141,756 379,842 7,278 387,120
	8,425,605 151,982 8,577,587
Cost recovery- BC METC	(1,513,132) - (1,513,132)
Total Exploration and Evaluation Assets: 6,912,473 $ 151,982 $ 7,064,455 $

During the six months ended October 31, 2022, exploration expenditures were as follows:

	Balance as at Balance as at January 31, October 31, Additions

Hazelton Property, British Columbia: Acquisition costs Administration and maintenance Assaying and analysis Camp costs, supplies and logistics Drilling and drilling related costs Environmental review Geological services Helicopter services Property examination Project management Stock-based compensation	271,710 5,743 277,453 171,133 1,380 172,513 509,542 4,857 514,399 730,461 484 730,945 1,038,296 - 1,038,296 24,645 - 24,645 2,578,760 169,078 2,747,838 1,477,884 - 1,477,884 582,971 - 582,971 283,779 - 283,779 141,756 - 141,756 379,842 - 379,842 8,190,779 181,542 8,372,321 (718,566) (1,405) (719,971) 7,472,213 $ 180,137 $ 7,652,350 $
Travel

Cost recovery-BC METC
Total Exploration and Evaluation Assets:

General and Administrative Expenses

General and Administrative Expenses
	For the Three Months	Ended October 31,
	2023	2022
Expenses
Accretion	25	700
Advertising	-	75
Amortization	11,187	15,639
Consulting fees	22,285	35,199
Management fees	33,000	33,000
Marketing and investor relations	1,418	10,585
Office and miscellaneous	9,795	13,614
Professional fees	6,250	6,250
Regulatory, filing and transfer agent fees	2,012	2,703
Rent	10,606	1,542
Share-based compensation	1,116	75,275
Travel and entertainment	5,413	3,008
Loss from operations	103,107	197,590

The general and administrative expenses for the three months ended October 31, 2023 totaled $68,845 (2022: $197,590). Consulting fees decreased to $22,285 (2022: $35,199) as the Company did not hire investor relations consultants in 2023. There was no change in management fees $33,000 (2022: $33,000). Amortization decreased to $11,187 (2022: $15,639) due to the disposal of field equipment that was initially acquired in 2021. Marketing and investor relations decreased to $1,418 (2022: $10,585) and represents a different mix of advertising and road shows/conferences in each three months period. Office and miscellaneous decreased to $9,795 from $13,614 in 2022 due to decreases in internet and website payments for the quarter along with a decrease in foreign exchange expenses. Regulatory, filing, and transfer agent fees decreased slightly to $2,012 from the $2,703 spent in 2022. Rent increased to $10,606 (2022: $1,542) as the Company was able to sublet some of its’ office space on a short-term basis in 2022. Accretion expense, an effective interest expense charge decreased to $25 (2022: $700) due to the decreasing lease liability and no accretion of the government (CEBA) loan. Professional fees did not change $6,250 (2022: $6,250). Travel and entertainment increased moderately to $5,413 from $3,008 as the Company resumed attendance at in-person conferences after the two years of virtual attendance. Advertising decreased to $nil (2022: $75). The share-based compensation expense of $1,116 in 2023 (2022: $75,275) is based on the options issued in the prior year that vested during the current period.

Overall, general and administrative expenses decreased in the three months ended October 31, 2023 to $68,845 from $197,590 in the comparable period in 2022. This decrease is the combined result of decreases in accretion, amortization, marketing and investor relations, regulatory, filing and transfer agent fees, office and miscellaneous and share-based compensation, with some increases in rent, travel and entertainment expenses.

SELECTED ANNUAL INFORMATION

The following table sets out certain audited financial information for the Company for each of the last three fiscal years.

fiscal years.
Fiscal year ended	January 31, 2023	January 31, 2022	January 31, 2021
Reporting Framework	IFRS	IFRS	IFRS
Total interest income	$ 12,621	$ 120	$ 20,981
Expenses	$ 625,305	$ 981,756	$ 509,644
Exploration expenses	$ 234,826	$ 2,626,506	$ 901,015
Net loss	$ 644,842	$ 964,050	$ 230,575
Deficit	$ 14,633,765	$ 13,988,923	$ 13,024,873
Total assets	$ 8,076,250	$ 7,905,600	$ 5,548,925

SUMMARY OF QUARTERLY RESULTS

The following table sets out certain unaudited financial information for the Company for each of the last eight quarters.

Quarter ended	October 31, 2023	July 31, 2023	April 30, 2023	January 31, 2023
Total revenue	$ Nil	$ Nil	$ Nil	$ 12,615
G & A expenses	$ 103,107	$ 122,045	$ 156,450	$ 139,385
Exploration expenses	$ 42,646	$ 70,491	$ 38,845	$ 53,284
Net loss(income)	$ 103,600	$ 122,538	$ 156,868	$ 148,684
Exploration and evaluation assets	$ 7,064,455	$ 7,021,809	$ 6,951,318	$ 6,912,473
Total assets	$ 7,322,102	$7,362,653	$7,468,391	$8,076,250

Quarter ended	October 31, 2022	July 31, 2022	April 30, 2022	January 31, 2022
Total revenue	$ Nil	$ Nil	$ 6	$ 84
G & A expenses	$ 197,590	$ 152,572	$ 135,758	$ 160,991
Exploration expenses	$ 68,021	$ 48,590	$ 64,931	$ 198,736
Net loss(income)	$ 197,825	$ 162,353	$ 135,980	$ 164,600
Exploration and evaluation assets	$ 7,652,350	$ 7,585,734	$ 7,537,144	$ 7,472,213
Total assets	$ 8,048,033	$7,862,705	$ 7,884,679	$ 7,905,600

LIQUIDITY AND CAPITAL RESOURCES

The activities of the Company, principally the acquisition of mineral properties and exploration thereon, are financed through the completion of equity offerings involving the sale of equity securities. These equity offerings generally include private placements and the exercise of warrants and options.

As at October 31, 2023, there were 14,895,000 options outstanding at an average exercise price of $0.078 and 24,900,000 share purchase warrants outstanding at an average exercise price of $0.12.

As at October 31, 2023, the Company had $24,187 in cash (January 31, 2023: $84,469) and working capital deficit of $978,161 (January 31, 2023: working capital deficit of $483,295).

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

The Company does not have any long-term contractual obligations.

OFF-BALANCE SHEET TRANSACTIONS

The Company has not entered into any off-balance sheet transactions.

RELATED PARTY TRANSACTIONS

The key management personnel of the Company are the Directors, Chief Executive Officer, Chief Financial Officer and the President/Chief Geologist

During the nine months ended October 31, 2023, the Company entered into the following transactions with related parties not disclosed elsewhere in the financial statements:

a) Paid/Accrued $99,000 (2022 – $99,000) in management fees to the CEO and Director of the Company;
b) Paid/Accrued $36,250 (2022 – $49,500) to the CFO of the Company for accounting services;
c) Paid/Accrued $99,000 (2022 – $99,000) in consulting fees towards exploration and evaluation assets to the President/Chief Geologist.

The following table illustrates the compensation of the Company's current and former key management personnel:

			Nine months ending October 31
			2023 2022
	Management/Director fees Consulting fees Consulting fees in Exploration & Evaluation Assets		99,000 $ 99,000 $ 36,250 49,500 99,000 99,000 234,250 $ 247,500 $
	Totals

As at October 31, 2023, included in accounts payable and accrued liabilities is $638,318 (January 31, 2023 – $432,464) due to related parties.

SHARES ISSUED AND OUTSTANDING

As at October 31, 2023, the Company had 168,003,652 shares outstanding, 14,895,000 options outstanding and 24,900,000 share purchase warrants outstanding. As at December 28, 2023, the Company had 168,003,652 shares outstanding,14,895,000 options outstanding and 24,900,000 share purchase warrants outstanding.

SIGNIFICANT ACCOUNTING POLICIES

These financial statements have been prepared in accordance with IFRS applicable to the preparation of financial statements. The Company has consistently applied the same accounting policies in its opening IFRS statement of financial position at February 1, 2010 and throughout all periods presented, as if these policies had always been in effect. The Company's significant accounting policies have not changed materially as a result of the adoption of IFRS but include the following policies for clarity.

New accounting pronouncements and changes in accounting policies

A description of the accounting standards adopted during the year, as well as a summary of new accounting standards and interpretations not yet adopted can be found in Note 2 of the audited financial statements for the year ended January 31, 2023.

FINANCIAL INSTRUMENTS

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.

Cash is carried at fair value using level 1 fair value measurement. The carrying value of receivables and accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments.

FINANCIAL RISK FACTORS

The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

Credit risk

Credit risk is the risk of loss associated with a counterparty's inability to fulfill its payment obligations. Management believes that the credit risk concentration with respect to cash is remote. Receivables are due primarily from government agencies.

Liquidity risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when they come due. All of the Company's financial liabilities are subject to normal trade terms. The Company is currently experiencing severe cash flow constraints and may not have sufficient funds to be able to settle its debts and other obligations. As outlined under Financial Condition, the Company has a working capital deficit of $842,469, meaning that the short-term financial obligations exceed the short-term financial resources by that amount. While management believes it will overcome these challenges, there are no assurances it will be successful and the risk is currently elevated.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and commodity and equity prices. These fluctuations may be significant and the Company, as all other companies in its industry, has exposure to these risks.

(a) Interest rate risk

The Company has cash balances and no interest-bearing debt. The Company's current policy is to maintain cash and term deposits in its banking institutions and does not believe interest rate risk to be significant.

(b) Foreign currency risk

The Company currently has a bit of exposure to foreign currency risk on fluctuations related to cash, receivables, accounts payable and accrued liabilities based on bills and expenses that are incurred in US dollars.

(c) Price risk

The Company is not a producing entity so is not directly exposed to fluctuations in commodity prices. The Company is exposed to price risk with respect to equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.

RISKS AND UNCERTAINTIES

Exploration and mining companies face many and varied kinds of risks. While risk management cannot eliminate the impact of all potential risks, the Company strives to manage such risks to the extent possible and practical.

The principal activity of the Company is mineral exploration which is inherently risky. Exploration is also capital intensive and the Company currently has no source of income and must depend on equity financings as its main source of capital. Only the skills of its management and staff in mineral exploration and exploration financing serve to mitigate these risks and therefore are one of the main assets of the Company.

The following are the risk factors which the Company's management believes are most important in the context of the Company's business. It should be noted that this list is not exhaustive and that other risk factors may apply. An investment in the Company may not be suitable for all investors.

Competition

The Company competes with many companies that have substantially greater financial and technical resources than the Company for the acquisition of mineral properties as well as for the recruitment and retention of qualified employees.

Title Matters

Title to and the area of mining claims may be disputed. Although the Company has taken steps to verify the title to mineral properties in which it has an interest, in accordance with industry standards for the current state of exploration of such properties, these procedures do not guarantee the Company's title. Property title may be subject to unregistered prior agreements or transfers and title may be affected by undetected defects.

The Company has No History of Operations

The Company has no history of operations and is in the early stages of exploration on its mining property. The Company may experience higher costs than budgeted and delays which were not expected. The Company must also locate and retain qualified personnel to conduct exploration work. Further adverse changes in any one of such factors or the failure to locate and retain such personnel will have an additional adverse effect on the Company, its business and results of operations.

The Mining Industry is Speculative and of a Very High-Risk Nature

Mining activities are speculative by their nature and involve a high degree of risk, which even a combination of experience, knowledge, and careful evaluation may not be able to overcome. The Company's activities are in the exploration stage, and such exploration is subject to the risk that previously reported inferred mineralization is not economical. If this occurs, the Company's existing resources may not be sufficient to support a profitable mining operation. The Company's activities are subject to a number of factors beyond its control including intense industry competition and changes in economic conditions, including some operating costs (such as electrical power). Its operations are subject to all the hazards ordinarily incidental to exploration, development and production of precious metals, any of which could result in work stoppages, damage to or loss of property and equipment and possible environmental damage. An adverse change in any one of such factors, hazards

and risks would have a material adverse effect on the Company, its business and the results of operations. This might result in the Company not meeting its business objectives.

The Company is Dependent on Various Key Personnel

The Company's success is dependent upon the performance of key personnel. The Company does not maintain life insurance for key personnel and the loss of the services of senior management or key personnel could have a material and adverse effect on the Company, its business and results of operations.

The Company's Activities might suffer Losses from or Liabilities for Risks which are not Insurable

The Company does not currently carry any form of political risk insurance, and our general liability insurance may not be adequate and/or cover all risks since insurance is prohibitively expensive. The payment of any such liabilities would reduce the funds available to the Company.

There is Uncertainty in the Nature and Amount of the Company's Resources

While the Company has carried out and will carry out on an annual basis, estimates of its mineral resources, this should not be construed as a guarantee that such estimates are accurate. If such estimates prove to be materially inaccurate, that would have a material and adverse effect on the Company's business and results of operations.