Mirasol Resources Ltd. — Management Reports 2020

May 28, 2020

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Management Discussion and Analysis For Mirasol Resources Ltd. (“Mirasol” or the “Company”)

INTRODUCTION

The Management Discussion and Analysis (“MD&A”) is prepared as of May 28[th] , 2020 and is intended to supplement the Company’s condensed consolidated interim financial statements for the period ended March 31, 2020. All financial information, unless otherwise indicated, has been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All dollar amounts referenced, unless otherwise indicated, are expressed in Canadian funds.

The following discussion of the Company’s financial condition and results of operations should be read in conjunction with its annual audited consolidated financial statements for the year ended June 30, 2019, and its condensed consolidated interim financial statements for the period ended March 31, 2020 and related notes.

COVID-19

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. It is not possible for the company to predict the duration or magnitude of the results of the outbreak and its effects on the Company’s business or results of operations at this time.

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FORWARD LOOKING INFORMATION

This MD&A contains certain forward-looking statements and information relating to Mirasol that are based on the beliefs of its management as well as assumptions made by and information currently available to the Company. When used in this document, the words “anticipate”, “believe”, “estimate”, “expect” and similar expressions, as they relate to Mirasol or its management, are intended to identify forward-looking statements. This MD&A contains forward-looking statements relating to, among other things, the Company’s goals and plans going forward, regulatory compliance, the sufficiency of current working capital, and the estimated cost and availability of funding for the continued exploration and development of the Company’s exploration properties. Such statements reflect the current views of Mirasol with respect to future events and are subject to certain risks, uncertainties and assumptions. The material factors and assumptions used to develop forward-looking information include, but are not limited to, the future prices of gold, silver and copper, success of exploration activities, permitting time lines, currency exchange rate fluctuations, government regulation of mining operations, environmental risks, the estimation of mineral resources, capital expenditures, costs and timing of the development of new discoveries, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage, continued availability of capital and financing, and general economic, market or business conditions.

Forward looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. The Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change, except as may be required by applicable law.

Norm Pitcher, President and CEO, and a “Qualified Person” under National Instrument 43-101 (“NI 43-101”), has reviewed and approved the scientific and technical information in this MD&A.

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CORPORATE AND STRATEGIC OVERVIEW

Mirasol (TSXV: MRZ) is a mineral exploration company targeting gold, silver and copper (“Au”, “Ag” and “Cu” respectively) deposits, in the Atacama-Puna region of northern Chile and Argentina, and in the Santa Cruz Province of southern Argentina. Both regions are highly prospective and are host to many large-scale precious and base metal mines, operated by some of the world’s largest mining companies.

While Mirasol applies the joint venture business model as a central pillar of its exploration strategy, it will also fund advanced exploration and drilling of certain high-grade and infrastructure advantaged Au+Ag projects. This hybrid strategy was developed to accelerate the drill testing of key projects and the path to potential discoveries.

Mirasol currently has four active option agreements in Chile and executed an additional non-binding agreement, which are expected to close in the months ahead. Under these option agreements Mirasol’s partners are funding all exploration, land holding costs and are making staged option payments, which allows Mirasol to focus its available capital on further exploration and business development activities while retaining exposure to a major discovery.

Mirasol believes that this well-managed and focused exploration strategy can deliver further discoveries within its generative regions and lead to an increase in shareholder value.

Mirasol’s Exploration Focus

Mirasol maintains a high-quality portfolio of exploration properties with the potential to deliver economic discoveries by applying innovative, concept-driven geological techniques integrated with detailed fieldwork. In the recent years, the primary focus of the Company’s project generation efforts has been the Atacama-Puna program where Mirasol is exploring the world class Tertiary age mineral belts in northern Chile. Mirasol is also exploring on its Santa Cruz, Argentina projects and, in some areas, has staked or optioned new claims to consolidate its project portfolio.

Chile/Argentina: Atacama – Puna Generative Region

The Company’s generative program in the Atacama-Puna region encompasses a 1,700 km-long segment of three north-south oriented prolific mineral belts which run through Chile and Argentina and host many world-class Cu+Au mines and occurrences of differing ages spanning millions of years (Ma). From youngest to oldest, these are:

Miocene to Pliocene (Mio-Pliocene, 23-5 Ma): High-sulfidation epithermal (“HSE”) Au+Ag and porphyry Cu+Mo

In this belt north of the Maricunga Belt, Mirasol controls approximately 109,000 ha of granted exploration claims. In the Mio-Pliocene aged “Southern Porphyry Belt”, Mirasol holds exploration rights to approximately 28,000 ha of granted claims.

Middle Eocene to Early Oligocene (Eocene-Oligocene 40-28 Ma): Porphyry Cu+Mo

Mirasol presently holds approximately 36,000 ha of granted exploration claims in this belt.

Paleocene to Early Eocene (Paleocene, 66-53 Ma): Low-intermediate-sulfidation epithermal Au+Ag and porphyry Cu+Mo

Mirasol presently controls approximately 37,000 ha of granted exploration claims in this belt.

Argentina: Santa Cruz Province Generative Region

The Company’s generative program in Argentina is focussed in Santa Cruz Province and encompasses the area of the Deseado Massif, a 60,000 km[2] region of upper-middle Jurassic age volcanics which are recognized as having a high potential for hosting low- and intermediate-

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sulfidation epithermal Au+Ag deposits. Mirasol controls approximately 333,000 ha of exploration and mining claims in the province.

The Company is closely monitoring the impact of the rapid currency devaluation (inflation) and the policies implemented under the newly elected president, and ongoing debt restructuring negotiation. To date, these issues have not impacted Mirasol’s capacity to operate in Argentina and Mirasol has received continued interest for its Argentine projects. The Company remains focused on securing new partner investments in its Argentine projects.

The Company continually assesses the investment and operating climate in Argentina and is adjusting its activities in response to the evolving investment and operational environment, as necessary.

JOINT VENTURE, EXPLORATION AND BUSINESS DEVELOPMENT ACTIVITIES

On March 19, 2020, Mirasol reported that it temporarily suspended field activities at its projects in Chile and Argentina due to the COVID-19 pandemic. This decision was taken to ensure the safety of our employees and the communities in which they work and live. The Company intends to swiftly reinitiate its exploration programs when it is safe to do so and to provide regular updates on its activities.

Activities on Projects Under Option Agreements

Chile

Altazor Au project, Northern Chile: Operated and funded by Newcrest Mining

Altazor is an HSE Au project covering 33,230 ha located in an underexplored section of the MioPliocene age mineral belt. Mirasol completed a first-pass reconnaissance sampling over approximately 50% of the project area and reported the results on October 11, 2017. These results showed comparable geology, alteration patterns and Au ppb level anomalous assays in soil and rock chip samples to those reported from surface sampling at Gold Fields’ Salares Norte development stage project, which has a geological setting analogous to Altazor and is also located in the MioPliocene mineral belt of Chile.

On November 21, 2017 Mirasol announced the signing of an option and farm-in agreement with Newcrest International Pty Limited (“NCM”). The agreement grants NCM the right to acquire up to an 80% interest in the Altazor project by making at least US$10 million in exploration expenditures, delivering a feasibility study and, at Mirasol’s request, funding to commercial production the Company’s 20% retained project equity. The first-year spending commitment of US$ 1.5 million was directed to an aggressive property wide surface exploration and geophysics program for drill target definition. NCM is also required to pay US$ 1.9 million in staged option payments to Mirasol over the duration of the agreement.

On November 12, 2018 the Company reported that the initial 12-month Option stage of the Altazor agreement had been completed with NCM incurring exploration expenditures in excess of US$1.5 million. NCM exercised its option to enter the farm-in stage, triggering a US$500,000 payment to Mirasol.

In late 2019, Mirasol and NCM agreed to extend the first earn-in period from its initial 4 years to the earlier of 5 years and the completion of the US$7.5 million in exploration expenditures required to vest the initial 51% interest in the project. This amendment was agreed between the parties to provide NCM with enough time to adequately complete the required expenditures given that their exploration activities at the project has been delayed as they work to gain community consent for their exploration activities.

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Exploration Program Results

Mirasol’s initial reconnaissance sampling, completed in 2017 prior to the NCM agreement, covered approximately 50% of the project area. A total of 216 stream sediment, 395 soil and 933 rock chip samples were collected and returned significantly anomalous Au, Ag, Cu, Pb, Zn and epithermal path finder element assays, from sampling in the vicinity of and from mapped breccia bodies (news release October 11, 2017).

In November 2018, Mirasol reported the results from the 2017/18 exploration program completed under the exploration agreement with NCM, which included alteration analysis of soils and radiometric age dates as well as results from a 1,035 line-km ground magnetic survey, geological mapping and rock chip sampling over an area of 128 km[2] , a 2,030 sample, low detection limit soil grid covering 85.6 km[2] , and a 66.9 line-km Controlled Source Audio-Magnetotellurics (CSAMT) resistivity geophysical survey. Integrated analysis of the combined data sets shows Altazor to be a district-scale, zoned alteration system, preserved at a level that could conceal HSE gold deposits beneath “barren” steam heated cap rocks and post mineral cover, as has been the case at recent multimillion-ounce discoveries elsewhere in the Mio-Pliocene mineral belt in Chile.

The 2017/18 Altazor exploration results highlight the very large areal extent of the alteration system at the project where it will require several seasons of work to complete a first pass evaluation. The first season’s exploration has identified multiple compelling large-scale drill targets in three principal prospects that have alteration, geochemical and geophysical characteristics in common with the predrill target signatures of Salares Norte and other recent HSE gold discoveries.

Mirasol and NCM have also staked an additional 10,000 ha of exploration claims covering potential extensions of the Altazor alteration system, bringing the total area covered by the project to approximately 32,000 ha. NCM has assembled a Chile-based exploration team and elected to take operatorship of the exploration program from July 1, 2018.

During the first half of 2019, NCM reinitiated surface exploration of the large Altazor alteration systems, aimed at exploring extensions of the prospects identified during last season’s program, to undertake first pass exploration of new claims staked at the end of last season, and to cover interpreted extensions of the alteration system. Fieldwork consisted of rock chip and alteration sampling as well as detailed geologic mapping.

Drilling wasn’t completed as planned during the field season due to the opposition from the community to exploration activities in the region, the broader civil unrest experienced in Chile, and restrictions implemented in response to the COVID-19 pandemic. A new detailed community engagement program is being implemented with the aim of obtaining community support for exploration activities by October 2020.

Gorbea Au Project, Northern Chile: Operated and funded by Newcrest Mining

The Gorbea Project comprises a package of claims totaling 32,000 ha, including the Atlas Au+Ag and the Titan Au (Cu) zones, located in the Mio-Pliocene age mineral belt of northern Chile.

The Gorbea properties were subject to a previous joint venture with Yamana Gold that was terminated in April 2018, after the partner had incurred exploration expenditures in excess of US$ 8 million. The exploration identified a significant body of HSE gold mineralization at the Atlas zone, which returned a drill intercept of 114 m grading 1.07g/t Au, including 36 m grading 2.49g/t Au (news release September 11, 2017).

On January 28, 2019, the Company announced the signing of an agreement granting NCM the right to acquire, in multiple stages, up to 75% of the Gorbea Project by completing at least US$19 million in exploration expenditures and delivering a feasibility study as well as making staged option payments to Mirasol. Upon NCM earning 75% of the project, Mirasol can elect to fund its share and retain a 25% project equity position, or exercise a one-time equity conversion option to convert up

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to 10% of its equity to a Net Smelter Returns (“NSR”) royalty at a rate of 2.5% equity per 0.5% NSR royalty (maximum 2% NSR royalty).

NCM has reported exploration expenditures of approximately US$8.6 million on the property to the end of March 2020, thereby completing both the expenditure and drilling commitments over the option period. However, given the suspension of the exploration activities at the site as a safety precaution due to the COVID-19 pandemic, NCM and Mirasol have agreed to extend the option period by 6 months to January 25, 2021. NCM has committed to drilling at least 2,000m at the project over the upcoming season.

Exploration Program Results

The Atlas project is centred on a +20 km[2] HSE gold alteration system hosting multiple gold and silver targets and contains many of the key geological, mineralization features and area extent to other economic systems in the area, such as Salares Norte (Gold Fields), Alturas (Barrick Gold) and La Coipa (Kinross Gold), supporting its potential to host large-scale gold mineralization.

The latest round of drilling on the Atlas project, brings the total drilling to 15,925 m in 35 holes by both NCM and Mirasol’s previous partner, and demonstrates widespread mineralization within the central breccia complex. In addition, lithochemical studies on drill samples indicate that the geochemical footprint is larger than the area covered by the drilling to date and is open to the north, east and southwest. During the first half of 2019, NCM as operator of the Gorbea exploration program, completed two diamond drill holes for 903m, 50km of CSAMT geophysics over the Atlas target as well as reconnaissance mapping and sampling over several other target areas in the Gorbea property package. Drilling was initially targeting a coincident geophysical, geochemical and alteration anomaly at depth below a barren steam-heated leach cap, following up on previous drilling results.

During the 2019/2020 field season, NCM completed 9 additional drill holes at the Atlas target, for a total of 4,523 m of diamond drilling this season.

Best Results from this season include:

ATL-DDH-001A: 0.52 g/t Au and 6.81 g/t Ag over 164m (from 372m), including:

• 1.07 g/t Au and 7.18 g/t Ag over 14m (from 372m), and

• 1.31 g/t Au and 7.82 g/t Ag over 16.5m (from 402.5m)

ATL-DDH-010: 0.54 g/t Au and 2.65 g/t Ag over 129m (from 363m), including:

• 1.4 g/t Au and 2.08 g/t Ag over 17m (from 364m), also including:

• 2.09 g/t Au and 3.00 g/t Ag over 10m (from 371m)

• 1.84 g/t Au and 3.57 g/t Ag over 3m (from 425m)

Mineralization encountered to date is associated with phreatomagmatic and hydrothermal breccias and intensely advanced argillically altered porphyritic andesite, often where a vuggy silica texture has developed. The area has been deeply oxidized to depths of over 400 m, which is potentially advantageous for the development of favorable metallurgy.

Initial wide spaced drilling has been important to test the large size of the system and distribution of favorable outcropping breccia targets. Future efforts to define higher grade zones will now be guided by targeting resistive units identified by CSAMT geophysics along with structural mapping, geochemistry, and vectors to feeder zones from alteration zonation and alunite composition.

Mirasol continues to work closely with NCM to better understand the controls on the higher-grade mineralization and to collaborate in the definition of quality targets for future drilling, which is scheduled to restart in the southern hemisphere spring season of 2020. In addition, NCM intends to

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drill-test the El Dorado prospect as well as continue field evaluation work at selected regional prospects (Ventura, Sirio, Orion and Titan).

Coronación Cu Project, Northern Chile: Operated and funded by First Quantum Minerals

On October 7, 2019, Mirasol announced the signing of a definitive agreement with First Quantum Minerals (“FQM”) for its 1,200 ha Coronación Cu+Au Project in the Region II of Northern Chile. FQM was granted the option to earn 80% in the Project over 6 years, by making annual cash payments totaling US$875,000, completing at least 10,000 m of drilling and delivering a NI 43-101 compliant Prefeasibility Study Report. Following the completion of the 80% earn-in, FQM will have a one-time option to acquire the remaining 20% on terms to be negotiated between the parties at that time. If this option is not exercised, the parties will form a participating joint venture to further fund the development of the project. FQM is the operator under the agreement.

Exploration Program Results

The Project is located on a major NW structural trend associated with several Andean porphyry Cu deposits. Work completed by Mirasol indicates the potential presence of a porphyry/breccia system intruding a layered Miocene aged volcanic sequence of dacitic domes and pyroclastic units. Two distinct and coincident alteration areas interpreted using ASD spectral analysis, display affinities to a HSE system to the east, with the western side displaying a more typical porphyry deposit related style of alteration. Geochemical sampling has also defined a large 600 by 800 m Cu-Mo geochemical anomaly on the western side within the overall 3 by 2.5 km alteration halo.

During the last quarter of 2019, FQM completed an initial exploration program including surface mapping, sampling, geophysical surveys as well as collection of samples for age dating. FQM is interpreting the results of this work to define drill targets and is working on community engagement. Drilling activity is expected to occur next field season.

Nord Polymetalic Project, Northern Chile: Operated and funded by Mineria Activa

On October 31, 2019, Mirasol announced the signing of a memorandum of understanding (MOU) with Mineria Activa (“Mineria”) for its Nord Project in northern Chile. Mineria is a mining focused, Chilean private equity fund with over US$150 million in assets under management. The project was staked by Mirasol as part of its ongoing Atacama-Puna generative program and lies adjacent to the Ciclon-Exploradora polymetallic-epithermal project, which is currently being advanced toward production by Mineria.

Under the terms of the MOU, Mirasol will grant to Mineria the option to earn 100% of the Project over 4 years by making annual cash payments totaling US$3,000,000 and committing to complete at least US$500,000 of exploration expenditures over the first 2 years of the option period. Upon completion of the option, Mineria will earn a 100% interest in the Project and Mirasol will retain a 2% NSR royalty, of which 0.5% can be bought back by Mineria within 8 years of signing of the definitive agreement for a US$3 million payment. The MOU is subject to legal due diligence and execution of a definitive agreement. Mirasol has granted Mineria an exclusivity period to allow for these processes to be completed.

Exploration Program Results

The 1,967 ha Nord Project is located in Region III of Chile within the Exploradora District, which lies on the western side of the N-S trending, regional scale Domeyko fault zone, and within the world class Eocene-Oligocene Porphyry Copper belt. Based on Mirasol’s initial surface exploration, the project has the potential to host two main styles of mineralization.

The first type is characterized by large vein type mineralization injected into fault structures as seen in the active small-scale mines located near the NE corner of the claim boundary and at Mineria’s

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Ciclon-Exploradora development project, which is located adjacent to the eastern blocks of the project. These veins and related breccias occupy NNW, ENE & WNW trending faults hosting polymetallic (Cu, Zn, Pb, Ag, Au) mineralization. While surface geochemistry has returned only low to anomalous results, Mineria’s understanding will be valuable to define drill targets for potential extensions or parallel structures to the known mineralization.

The potential for porphyry Cu-Au style mineralization is also present on the Project. In the central part of the property package, a large alteration zone exists displaying patterns of quartz-sericite and advance argillic alteration with thin tourmaline veinlets, which are characteristic of some porphyry style alteration assemblages.

Indra Project, Northern Chile: Operated by Mirasol, funded by Hochschild Mining

Indra is a 20,000 ha epithermal precious metals project located in the Paleocene Age Mineral Belt, 5 km south of the El Guanaco Au mine in northern Chile. The project was interpreted to potentially host the upper levels of a low to intermediate sulfidation epithermal Au+Ag system. The Project is characterized by a large carbonate+silica vein and breccia system with weakly anomalous Au+Ag rock chip assays and strongly anomalous epithermal pathfinder geochemistry.

On October 17, 2018, the Company announced the signing of an option and earn-in agreement with Hochschild Mining plc (“HOC”) for Indra, and the beginning of a surface exploration program on the Project. On December 19, 2019, Mirasol reported that it had been advised by HOC of its decision to terminate the agreement. Based on the results and Hochschild’s decision to terminate the agreement, Mirasol will drop the Indra project and focus its exploration and business development efforts on other opportunities.

Exploration Program Results

On October 31, 2019, Mirasol reported that as operator it had completed a 6 hole, 1,685 m reverse circulation drill program on its Indra property in Chile. The program was targeting the depth extension of the carbonate veins mapped and sampled at surface. The assay results have been received and no significant mineralization was encountered in the drilling.

Argentina

Virginia Ag Project, Santa Cruz: Operated by Mirasol, funded by Golden Opportunity

On February 27, 2020, Mirasol announced the signing of a Letter of Intent with Golden Opportunity Resources Corp. (“Golden Opportunity”) for its Virginia Silver project in the Santa Cruz Province of Argentina. The definitive agreement was announced on May 21, 2020, following the completion of a $2.2 million financing by Golden Opportunity.

Mirasol has granted Golden Opportunity the option to acquire 100% of the Virginia project over 3 years by making annual share issuances totalling 19.9% of the shares outstanding of Golden Opportunity at the time of vesting and completing US$6 million in exploration expenditures, of which US$1 million is committed. Mirasol will be the operator of the project during the option period and receive a management fee.

Upon completion of the option, Golden Opportunity will have earned a 100% interest in the Project and Mirasol will retain a 3% NSR royalty, of which 1% can be bought back by Golden Opportunity for US$2 million.

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Exploration Program Results

Mirasol first discovered the Virginia silver deposit in 2009, following-up a high-priority reconnaissance target identified by its generative team. Over the next few years, Mirasol defined high-grade, intermediate sulfidation epithermal style mineralization in a series of prominent outcrops of vein-breccia that are associated with a rhyolitic volcanic flow dome field. Rock chip and saw cut channel sampling over these outcrops defined significant strike lengths of continuously mineralized vein-breccia, with many samples assaying over 1,000 g/t Ag. From 2010 to 2012, Mirasol completed a series of drill programs at the Project, drilling a total of 23,318 m of diamond core in 223 holes, testing the mineralized structures to a maximum depth of 266 m. This work was followed by the filing of an amended NI 43-101 Resource Estimate report in 2016 defining seven outcropping bodies of high grade silver mineralization, constrained[1] within conceptual pits, with an indicated mineral resource of 11.9 million ounces of silver at 310 g/t Ag and a further inferred 3.1 million ounces of silver at 207 g/t Ag (see amended NI 43 -101 technical report filed on SEDAR on February 29, 2016).

Later that year, Mirasol reported that preliminary prospecting of new claims identified quartz vein and vein-breccia rock float, scattered along a 2 km trend. With a strong belief in the exploration potential of the Virginia district, Mirasol further expanded its property holdings in 2017 with an extra 27,017 ha of claims to the south of the limit of previous drilling. In May 2018, high grade silver assay results were reported from the additional prospecting of three new target areas, suggesting the potential for an unrecognized, shallow soil covered, high grade mineralization that would expand the potential of the Virginia silver project.

Exploration Activities On 100% Owned or Controlled Claims

Chile

Los Amarillos Au+Ag Project, Northern Chile

On June 26, 2019 Mirasol announced that it has executed an option to purchase agreement with Empresa Nacional de Minería (“ENAMI”) of Chile to consolidate and gain control of mineral claims hosting potential extensions to the mapped mineralization on the surface of its Los Amarillos Project.

Mirasol holds the right to acquire 100% of 288 ha of claims (the “ENAMI Claims”) by completing US$300,000 in exploration expenditures over 3 years (including a committed US$50,000 for the first 12 months) and by making total cash payments of US$100,000 over the same period. The first US$10,000 payment was made on signing. Once the option period is completed, ENAMI will hold a 1.5% NSR royalty on the ENAMI Claims, which will be subject to a right of first refusal held by Mirasol.

The consolidated Los Amarillos project occupies 1,857 ha and is 15 km north of Mirasol’s Rubi Project and 10 km northwest of Coldelco’s El Salvador mine. The property sits at elevations ranging from 1700 m to 2100 m ASL. Year-round road access is excellent, and both power and water lines traverse the northern edge of the claim block.

The project is part of the Paleocene-Lower Eocene Caldera and is located within the Ojos Del Salado trans-orogen structure that also hosts the El Salvador (Cu-Mo-Au), Potrerillos (Cu-Au), and La Coipa (Ag-Au) deposits. Mineralization at Los Amarillos is hosted within a thick sequence of rhyodacitic to trachytic pyroclastics and flows within the caldera, with quartz-adularia-carbonate Intermediate Sulfidation veins hosted along N-S structures, coincident with rhyolitic to dacitic dyke swarms.

1 The Qualified Persons responsible for this amended Technical Report were commissioned by Mirasol Resources Ltd. to review all geologic, geochemical, geophysical, surface trenching, diamond drill core sampling and metallurgical recovery data pertaining to the Virginia Project for the purpose of completing a Mineral Resource estimate in accordance with the guidelines of the Canadian Institute of Mining and Metallurgy (CIMM). For calculating conceptual pits, a silver price of US$20 per ounce was used. Sensitivity analyses by the Qualified Persons indicate that the Mineral Resources are not particularly sensitive to operating costs or silver price fluctuations. Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.

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During the initial prospecting campaigns, numerous vein structures up to 3 m wide were mapped over a 7 km strike length throughout the project. Vein filling is massive to banded quartz with polymetallic (Au-Ag-Cu-Pb-Zn) mineralization and barren later stage carbonates. In addition, there was evidence of wider zones of sheeted veins and breccias zones.

A Mirasol funded trenching program was permitted and completed in early in 2020, to provide better exposure for geological mapping and sampling of both the vein and stockwork zones, and will also allow sampling of the wall rock between the high-grade vein structures. In total 21 trenches were completed for 1,128m. The trenches were targeting sub-cropping quartz veins and rock chip and float samples with anomalous Au and Ag assays. Due to the limited surface exposure the trenches were excavated to determine the widths of the sub-cropping veins and the potential for mineralization between vein structures. The trenches ranged from 1 to 3m deep and were all successful in exposing bedrock. Channel samples were taken along the length of the trench wall and sample widths ranged from 0.2m to 2.0m horizontally.

Assay results from the trench sampling indicate that the Au and Ag mineralization in the vein structures does not extend far into the wall rock between the veins. Geologic mapping of the walls of the trench show very narrow, mostly under 10cm wide quartz veins carrying sporadic grades. The veins are boudinaged and brecciated in shear zones, making them pinch and swell from 1cm to 50cm in width, and their wide spacing (1 to 20m) is such that a bulk mineable target has not been identified.

In addition, a total of 20 line km of Pole Dipole Induced Polarization (“IP”) in 13 lines with 50 m station spacing (with test lines of 25m spacing) was completed on the project. The results showed that in some cases the vein swarms produced a higher resistivity response where surface samples gave low grades, however most of the veined areas did not produce a discrete resistivity anomaly which could be used to target continuation of the veins under cover and at depth.

Mirasol may follow up in the field on selected chargeability anomalies to better assess the potential for larger, disseminated sulfide targets associated with rhyo-dacitic domes.

Inca Gold Au+Ag Project, Northern Chile

On January 13, 2020, Mirasol announced the signing of an option agreement with subsidiaries of Newmont Mining Corporation (“NEM”) to acquire the Inca Gold Project in Northern Chile. This agreement gives Mirasol the opportunity to add to its portfolio a district-scale and underexplored, intermediate sulfidation epithermal project in the prolific Paleocene belt of Chile. The project hosts multiple attractive targets that have never been drill tested, and it fits well with the Company’s strategy to fund drilling on high quality prospects with favorable infrastructure.

Mirasol was granted the option over 5 years to earn 100% of the Project, subject to a 1.5% NSR royalty, by drilling 1,000 m over 2 years; and incurring US$3 million in exploration expenditures over 5 years. Mirasol can terminate the agreement at any time after the completion of the initial 1,000 m drilling commitment.

Upon completion of this option, NEM will have the right to earn back 70% of the Project, in two stages, by paying in cash US$3 million to Mirasol; and delivering a NI 43-101 compliant Prefeasibility Study reflecting a resource of no less than 2 million ounces of gold-equivalent using agreed upon cut-off grades; or incurring an additional US$21 million in exploration expenditures over 6 years.

Exploration Results

The 14,000 ha Inca Gold project is located in Region III of Chile, approximately 100 km north of Copiapo and 17 km east of the town of Inca de Oro. The project lies between 2,000 to 3,000 m ASL and has good access allowing for year-round exploration activities. NEM’s exploration work to date has been limited to surface and prospecting activities, which have identified five target areas, none of which have been drill tested.

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Locally, the project is within the Inca Del Oro mining district, which hosts Santiago Metals’ San Pedro de Cachiyuyo Cu-Au tourmaline breccia deposit and PanAust/Codelco’s Inca de Oro Cu-Mo-Au porphyry deposit. Local geology on the southern portion of the project is characterized by a thick volcanic-sedimentary sequence consisting of ignimbrites, lava flows, and volcanic breccias. The northern portion consists of an older sequence of intensely folded and faulted ignimbrites and volcanic breccias. These two geologic domains are separated by a regional NE lineament mostly covered by Atacama gravels.

The Sandra prospect is located at the southwestern border of the property and is the better-known target where a large hydrothermal vein system with development of intermediate sulfidation mineralization has been recognized. Mirasol will initially focus most of its exploration efforts on this prospect. Mineralization at Sandra comprises of at least five subparallel trends striking NW within an area of 2.5 km x 4 km, with continuous individual vein trends extending over lengths of up to 1.2 km with wide individual veins (up to 3 m) and intervening sheeted vein zones (20 m). Vein textures are comprised of brecciated and crustiform-colloform banding with commonly bladed textures. Multiple pulses of vein fill is observed with a first stage of crystalline quartz with elevated Cu-low Au grades, generally occupying the margin of the veins at the contact with host rocks, and a second stage of colloform-crustiform banding with fine-grained quartz and abundant Mn oxides, sulfide-rich bands (now completely leached and replaced by hematite), and high Ag-Zn-Pb (±Au) values.

Mirasol´s exploration plans include a systematic geological mapping and sampling program as well as electrical IP geophysics to aid in the selection of the best targets for the maiden drill program. Structural mapping and interpretation will be used to gain a clear understanding of the controls on mineralization and to define drill targets. Mirasol will use a small portable diamond drill rig to minimize environmental impact during the first drill campaigns, which will include up to 1,500 m as an initial test-of-concept at this exciting under-explored prospect.

Mirasol’s environmental consultants have completed the field component required to prepare a base line study at the project. The focus is now on the remaining work needed to finalize this report and the drill permit application. A surface exploration program to define drill targets is being finalized and it will be implemented when conditions permit.

Argentina

Sascha – Marcelina Au+Ag Project, Santa Cruz

Mirasol staked the Sascha Project in 2003 to secure the 5 km long Sascha Vein Zone, which was partially drill tested on the western end while under an exploration agreement to Coeur Mining (“Coeur”) from 2006 to 2009. Coeur terminated the agreement in 2009 and returned 100% of the Project to Mirasol. On January 23, 2019, Mirasol signed an option to purchase agreement with a private mining company for the 5,700 ha Marcelina exploration claims, consolidating for the first time the full district under one company.

Mirasol can acquire 100% of the Marcelina claims, by making staged option payments totalling US$3.4 million over 4 years and subject to a 1.5% NSR royalty. US$3.15 million of the option payments are due on the 4th anniversary. Mirasol committed to a minimum US$300,000 exploration spend during the first three years of the option period.

Mirasol has completed an integrated interpretation of district-scale exploration data sets collected prior to 2009. Anomalous rock chip Au+Ag assays and Aster satellite alteration anomalies define a 16.5 x 4.0 km (65 km[2] ) “footprint” to the district, showing a large-scale, zoned alteration system characteristic of a large LSE Au+Ag system. Five, multi-kilometre long, mineralized vein and silicified breccia trends have been recognized to date across the consolidated district. The trends traverse the Pellegrini Silica Cap, or outcrop through post mineral gravel and basalt cover that surrounds the Silica Cap.

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The geologic and geomorphic setting of the Pellegrini Silica Cap and related silica structures and veins is analogous to the setting of the Cerro Negro Mine, which is a high grade, low cost underground mine operated by Newmont Goldcorp. Cerro Negro is located approximately 100 km to the north of the Sascha – Marcelina project.

Interpretation of mapped volcanic and sedimentary stratigraphy, Au+Ag and multielement geochemistry and alteration mineralogy shows that different levels of the epithermal system outcrop across the district, exposing what are interpreted to be different levels of the mineralized column of an LSE Au+Ag system.

The surface exploration activities completed this field season on the Sascha Marcelina Project (see news release July 18, 2019) include geological mapping aided by the acquisition of drone supported high-resolution base images, detailed rock chip sampling, extensive soil grid sampling (with PXRF sourced geochemistry) and the acquisition of alteration data using in-house handheld Analytical Spectral Devices (“ASD”) technology on all of the rock chips and soil samples collected to date. This recent work has defined a large alteration footprint located in the immediate vicinity of the Marcelina claims, and hosting an epithermal silica vein system with multiple mineralized trends. Within this area, new prospects have been recognized, with the “Estancia Trend” and the “Igloo Trend”, both located in close proximity to an extensive Pellegrini Silica Cap, which is interpreted as representing the preserved fossil paleosurface of a low sulfidation system.

To date, a total of 422 new rock chip samples have been collected from within the Marcelina area with assays averaging 0.25 g/t Au and 2.46 g/t Ag and up to 27.7g/t Au and 121g/t Ag, taken from epithermal silica vein/veinlets and silica-hematite hydrothermal breccias. These precious metal values are accompanied by highly elevated epithermal pathfinder elements including arsenic, antimony, tellurium, and anomalous lead and zinc.

Mirasol has also completed further surface exploration including a total of 40 line-km of IP geophysics survey over the three principle areas - the Estancia Trend (20.5 line-km), the Pellegrini silica cap (14.2 line-km) and the Igloo trend (5.35 line-km). Mirasol has integrated these results, along with those from the recent mapping and sampling campaigns to define drill targets at all three prospects. Mirasol continues to search for a partner to drill the project.

Other Properties

Mirasol holds several additional drill-ready and early-stage exploration properties which are prospective for Au and/or Ag+Cu mineralization in southern Argentina and northern Chile.

This year, the Company re-initiated its field evaluation program on Mirasol owned properties in the Mio Pliocene belt of Chile. First pass field evaluations were completed on three properties, two high sulfidation epithermal and one porphyry targets, as well as a second pass review on a second porphyry project. The final field evaluation campaign scheduled for this year has been postponed and will be completed during the next field season. This generative program has to date delivered several quality targets, as illustrated by Mirasol’s multiple partnership agreements in this belt.

Mirasol has signed confidentiality agreements, distributed data sets and conducted field reviews with selected Au+Cu companies with the objective of securing potential new partnerships for these properties.

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HIGHLIGHTS FOR THE PERIOD JULY 1, 2019 TO MAY 28, 2020

Financial Condition

Mirasol remains in a strong financial position with cash and short-term investment of $17,425,003 and working capital of $17,249,824 as of March 31, 2020. The annual level of spending by the Company is largely determined by its ability to secure financing through the sale of its securities, sales of assets and exploration agreements with its industry partners.

During the period, the Company incurred total company-wide net cash expenditures of $4,260,074. The financial statements show a total expenditure of $4,628,487 of which non-cash items such as share-based payments and depreciation totalled $368,413.

For the nine months ended March 31, 2020 the total net cash expenditure was distributed between head office corporate spending of $1,569,250, inclusive of officer’s salaries, board fees, business development, corporate administration, investor relations and regulatory compliance; and a total net exploration expenditure of $2,690,824 (table 1).

Exploration Financial Summary

The Company’s total exploration costs include generative exploration, property retention costs of the exploration project portfolio, costs associated with preparing projects for joint venture, in-country operation and management, and local value added taxes (VAT). For the period ended March 31, 2020, Mirasol invested $1,572,729 on exploration in Chile and $1,118,095 in Argentina (table 1).

The Company received $731,948 in cost recoveries during the nine months ended March 31, 2020; including claims fees, salaries of Mirasol employees seconded to the partner-funded programs and other operational costs that are covered by the partners under the terms of the agreements. Mirasol earned $42,762 of management fee income during the period. The Company also received $64,321 in option payments from its Coronación project (table 1).

Corporate Matters

On November 8, 2019, Mirasol announced the grant of stock options under its Equity Incentive Plan for certain key members of its management team as long-term incentives and to align interest with shareholders. A total of 1,410,000 options were granted which are exercisable at $0.52 per share for a period of four years. The options are subject to vesting restrictions over a three-year period.

The Mirasol Board also approved a short-term incentive structure consisting of performance bonuses representing up to 25% of the individual’s salary. Key members of management may be entitled to receive bonuses, at the end of each fiscal year, provided that certain prescribed corporate and personal performance objectives are attained. The bonuses, if earned, shall be payable in a combination (50% each) of cash and restricted share units (“RSUs”). The number of RSUs to be issued will be determined by dividing 50% of the cash value of the bonus by the closing price of the common shares on the last trading day before the end of the fiscal year. The RSUs shall vest on the date they are issued.

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Results of Operations

FOR THE NINE MONTHS ENDED MARCH 31, 2020 AND 2019

The Company’s net loss for the nine months ended March 31, 2020 (“2020”) was $3,542,327 or $0.07 per share compared to a net loss of $4,671,671 or $0.09 per share for the nine months ended March 31, 2019 (“2019”), a decrease of $1,115,556.

The decrease in net loss during 2020 is due to a combination of an increase in exploration expenses and a decrease in administration, the overhead costs related to the exploration activities, and a foreign exchange gain from foreign currency.

The Company’s total operating expenses were $4,628,487 and $4,409,091 for the nine months ended March 31, 2020 and 2019, respectively.

The Company recorded interest income of $231,830 from its investments during the period ended March 31, 2020 as compared to $324,458 from the same period during last fiscal year.

The Company recorded a gain of $890,419 on foreign exchange from conversion of funds during the period ended March 31, 2020 as compared to a loss of $587,038 from the same period during last fiscal year.

Share-based payments decreased to $307,832 in 2020 from $786,043 in 2019, and depreciation expense increased to $60,581 in 2020 from $6,296 in 2020. Both items are non-cash items.

Other notable variances include an increase in exploration expenditures of $2,690,824 in 2020 as compared to $1,754,711 in 2019 (table 1) mainly due to the increase in exploration activities; a decrease in business development, marketing and investor communications expenses to $396,078 in 2020 from $751,695 in 2019; an increase of management and directors fees of $729,095 in 2020 as compared to $611,202 in 2019; a decrease in office administration, filing fees, and travel expenses of $299,190 in 2020 compared to $316,046 in 2019; and a decrease in professional fees of $144,887 in 2020 compared to $183,098 in 2019 from various consultants.

The following tables provides changes in exploration expenditures and cost recoveries in the current period presented compared to the same period in the prior fiscal year:

Table 1: Summary of exploration expenditures for the nine months ended March 31, 2020 and 2019

Table 1 - Exploration summary	Total Chile	Total Argentina	Total Mirasol
Nine months March 31,	2020 2019	2020 2019	2020 2019
Exploration costs Exploration recovery Management fees Option income Corporate Operation	1,703,414 1,915,117 (731,948) (954,247) (42,762) (58,441) (64,321) (1,122,830) 708,346 708,492	392,616 2,885,531 - (2,073,686) - (73,978) - (395,740) 725,478 924,492	2,096,031 4,800,648 (731,948) (3,027,933) (42,762) (132,419) (64,321) (1,518,570) 1,433,824 1,632,985
Net Exploration expenses	1,572,729 488,091	1,118,095 1,266,619	2,690,824 1,754,711

A breakdown by Country and group of projects of the Company’s exploration and evaluation expenses for the nine months ended March 31, 2020 and 2019.

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Table 2: Chile exploration expenditures per project under active exploration

Table 2 - Chile	Join Venture Projects	Join Venture Projects	Mirasol Funded Exploration	Mirasol Funded Exploration
	Not Operating	Operating	Los Amarillos	Pipeline	Total Chile
Nine Months March 31,	2020 2019	2020 2019	2020 2019	2020 2019	2020 2019
Exploration costs Assays and sampling Camp and general Contractors and consultants Drilling Environmental Geophysics Management fees Mining rights and fees Professional fees Resource studies Travel & accommodation	53 27,849 1,124 119,863 90,526 176,576 - - - - - - 46,853 385,245 - 2,373 6,797 13,051 1,205 59,466	96,878 17,185 27,164 80,860 128,623 235,898 251,290 - 16,220 - - 7,739 58,441 5,289 53,488 - - 30,283 26,877 5,609 59,407	57,657 4,322 56,408 2,922 275,625 20,694 2,312 - 64,058 - 1,994 - 54,085 9,799 - - 18 - 61,814 8,001	26,726 18,946 29,910 48,004 202,983 292,870 - 20,121 1,633 38 98,224 159,953 8,167 - 33,766 25,250	181,314 68,302 114,606 251,649 697,757 726,038 253,603 - 100,398 - 3,627 7,777 - 58,441 204,452 608,485 8,167 2,373 37,097 39,928 102,393 152,124
Total exploration costs Option income Exploration cost recovered	146,559 784,423 - (795,550) (47,086) (314,236)	561,355 539,895 - (65,380) (684,862) (561,285)	573,971 45,738 - - - -	421,529 545,061 (64,321) (261,900) - (78,726)	1,703,414 1,915,117 (64,321) (1,122,830) (731,948) (954,247)
Net exploration costs Management fee income	99,472 (325,363) -	(123,506) (86,770) (42,762) (58,441)	573,971 45,738 - -	357,208 204,435 - -	907,145 (161,960) (42,762) (58,441)
Net expenditures (recoveries), for the period - Chile	99,472 (325,363)	(166,268) (145,211)	573,971 45,738	357,208 204,435	864,383 (220,401)

Table 3: Argentina exploration expenditures per project under active exploration

Table 3 - Argentina	Join Venture Projects - Not Operating	Join Venture Projects - Not Operating	Mirasol Funded Exploration	Mirasol Funded Exploration
	Claudia	La Curva	Sasha-Marcelina	Pipeline	Total Argentina
Nine Months March 31,	2020 2019	2020 2019	2020 2019	2020 2019	2020 2019
Exploration costs Assays and sampling Camp and general Contractors and consultants Drilling Environmental Geophysics Management fees Mining rights and fees Professional fees Resource studies Travel & accommodation	- 5,996 - 67,088 - 184,285 - - - 9,459 - 12,437 - 4,817 - 102,477 - 4,025 - - - 12,390	- 89,653 - 156,488 - 296,166 - 706,310 - 1,146 - - - 62,719 - 40,682 - 1,097 - - - 33,859	3,717 4,402 38,894 2,562 107,766 9,753 - - 733 1,663 18,270 - - - 5,788 645 - - - - 5,778 5,581	202 82,585 23,938 276,137 48,499 288,400 - 275,570 4,440 8,125 1,933 13,141 - - 132,378 97,453 - 505 - - 280 27,915	3,920 182,636 62,832 502,275 156,264 778,604 - 981,880 5,173 20,393 20,203 25,578 - 67,536 138,166 241,257 - 5,627 - - 6,058 79,745
Total exploration costs Option income Exploration reimbursements	- 402,974 - (132,700) - (437,136)	- 1,388,120 - (263,040) - (1,636,550)	180,946 24,606 - - - -	211,670 1,069,831 - - - -	392,616 2,885,531 - (395,740) - (2,073,686)
Net exploration costs Management fee income	- (166,862) - -	- (511,470) - -	180,946 24,606 - -	211,670 1,069,831 - (73,978)	392,616 416,105 - (73,978)
Net expenditures (recoveries), for the period - Argentina	- (166,862)	- (511,470)	180,946 24,606	211,670 995,853	392,616 342,127

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FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019

The Company’s net loss for the three months ended March 31, 2020 (“2020”) was $438,534 or $0.01 per share compared to a net loss of $3,440,524 or $0.07 per share for the three months ended March 31, 2019 (“2019”), a decrease of $3,001,990.

The decrease in net loss during 2020 is due to a combination of a decrease in exploration expenses and the administration of the overhead costs related to the exploration activities, and a foreign exchange gain from foreign currency.

The Company’s total operating expenses were $1,551,309 and $2,399,249 for the three months ended March 31, 2020 and 2019, respectively.

The Company recorded interest income of $70,709 from its investments during the three months ended March 31, 2020 as compared to $75,621 from the same period during last fiscal year.

The Company recorded a gain of $1,053,772 on foreign exchange from conversion of funds during the three months ended March 31, 2020 as compared to a loss of $1,116,896 from the same period during last fiscal year.

Share-based payments decreased to $109,247 in 2020 from $478,741 in 2019, and depreciation expense increased to $28,045 in 2020 from $2,099 in 2020. Both items are non-cash items.

Other notable variances include a decrease in exploration expenditures of $926,052 in 2020 as compared to $1,207,827 in 2019 (table 4) mainly due to the decrease in exploration activities; a decrease in business development, marketing and investor communications expenses to $110,743 in 2020 from $223,857 in 2019; a decrease of management and directors fees of $307,210 in 2020 as compared to $317,253 in 2019; a decrease in office administration, filing fees, and travel expenses of $16,356 in 2020 compared to $112,342 in 2019; and a decrease in professional fees of $53,656 in 2020 compared to $57,130 in 2019 from various consultants.

The following tables provides changes in exploration expenditures and cost recoveries in the current three months period presented compared to the same period from prior fiscal year:

Table 4: Summary of exploration expenditures for the three months ended March 31, 2020 and 2019

Table 4 - Exploration summary	Total Chile	Total Argentina	Total Mirasol
Three months March 31,	2020 2019	2020 2019	2020 2019
Exploration costs Exploration recovery Management fees Corporate Operation	499,391 914,233 (123,696) (314,962) (6,827) (18,277) 189,561 255,396	111,199 779,724 - (271,368) - (5,858) 256,424 263,439	610,590 1,693,957 (123,696) (586,330) (6,827) (24,135) 445,985 518,835
Net Exploration expenses	558,428 441,890	367,624 765,937	926,052 1,207,827

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A breakdown by Country and group of projects of the Company’s exploration and evaluation expenses for the three months ended March 31, 2020 and 2019.

Table 5: Chile exploration expenditures per project under active exploration

Table 5 - Chile	Join Venture Projects	Join Venture Projects	Mirasol Funded Exploration	Mirasol Funded Exploration
	Not Operating	Operating	Los Amarillos	Pipeline	Total Chile
Three Months March 31,	2020 2019	2020 2019	2020 2019	2020 2019	2020 2019
Exploration costs Assays and sampling Camp and general Contractors and consultants Drilling Environmental Geophysics Management fees Mining rights and fees Professional fees Resource studies Travel & accommodation	53 12,295 6 5,572 43,344 40,657 - - - - - - - - 16,539 326,653 - - - 12,011 816 9,554	76 1,475 - 12,233 235 70,059 - - - - - 7,739 - 18,277 672 44,878 - - - 26,877 - 12,990	22,588 - 39,592 293 144,665 3,520 2,312 - 32,486 - - - - - 19,780 1,134 - - - - 36,026 1,278	4,640 11,332 5,544 42,834 44,351 176,086 - - 20,121 - 1,633 38 - - 54,623 61,834 - - - - 9,287 14,614	27,358 25,102 45,142 60,932 232,595 290,322 2,312 - 52,607 - 1,633 7,777 - 18,277 91,615 434,499 - - - 38,888 46,130 38,436
Total exploration costs Option income Exploration cost recovered	60,759 406,742 - (132,600) - (112,050)	984 194,528 - - (123,696) (196,654)	297,450 6,225 - - - -	140,198 306,738 - (261,900) - (6,258)	499,391 914,233 - (394,500) (123,696) (314,962)
Net exploration costs Management fee income	60,759 162,092 - -	(122,713) (2,126) (6,827) (18,277)	297,450 6,225 - -	140,198 38,580 - -	375,694 204,771 (6,827) (18,277)
Net expenditures (recoveries), for the period - Chile	60,759 162,092	(129,540) (20,403)	297,450 6,225	140,198 38,580	368,867 186,494

Table 6: Argentina exploration expenditures per project under active exploration

Table 6 - Argentina	Join Venture Projects - Not Operating	Join Venture Projects - Not Operating	Mirasol Funded Exploration	Mirasol Funded Exploration
	Claudia	La Curva	Sasha-Marcelina	Pipeline	Total Argentina
Three Months March 31,	2020 2019	2020 2019	2020 2019	2020 2019	2020 2019
Exploration costs Assays and sampling Camp and general Contractors and consultants Drilling Environmental Geophysics Management fees Mining rights and fees Professional fees Resource studies Travel & accommodation	- 2,923 - 35,074 - 56,574 - - - - - 12,437 - (5,359) - 31,789 - - - - - 4,408	- 4,341 - 8,888 - 70,897 - 7,414 - - - - - 4,775 - 7,527 - - - - - 3,666	259 4,402 210 2,562 37,126 9,753 - - 733 1,663 5,288 - - - 1,225 645 - - - - 275 5,581	- 44,220 10,167 122,874 15,914 98,656 - 204,666 219 500 - 58 - - 39,667 30,072 - - - - 115 8,718	259 55,886 10,376 169,398 53,040 235,880 - 212,080 952 2,163 5,288 12,495 - (584) 40,893 70,033 - - - - 390 22,373
Total exploration costs Option income Exploration reimbursements	- 137,846 - - - (157,094)	- 107,508 - - - (114,274)	45,117 24,606 - - - -	66,082 509,764 - - - -	111,199 779,724 - - - (271,368)
Net exploration costs Management fee income	- (19,248) - -	- (6,766) - -	45,117 24,606 - -	66,082 509,764 - (5,858)	111,199 508,356 - (5,858)
Net expenditures (recoveries), for theperiod - Argentina	- (19,248)	- (6,766)	45,117 24,606	66,082 503,906	111,199 502,498

The Financial Statements provide a breakdown of the Company’s general and administration expenses for the three and nine months ended March 31, 2020 and 2019.

FOURTH QUARTER ANALYSIS

Not required for the interim MD&A

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SUMMARY OF QUARTERLY RESULTS

The following table sets out selected unaudited quarterly financial information of the Company and is derived from unaudited quarterly consolidated financial statements prepared by management in accordance with IAS 34 and accounting policies consistent with IFRS.

			Basic Income	Diluted Income
		Income (Loss)	(Loss) per Share	(Loss) per Share
		from Continued	from Continued	from Continued
	Revenues	Operations	Operations	Operations
Period	$	$	$	$
3rd Quarter 2020	Nil	(438,534)	(0.01)	(0.01)
2nd Quarter 2020	Nil	(1,747,754)	(0.04)	(0.04)
1st Quarter 2020	Nil	(1,356,039)	(0.03)	(0.03)
4th Quarter 2019	Nil	(1,975,115)	(0.04)	(0.04)
3rd Quarter 2019	Nil	(3,440,524)	(0.07)	(0.07)
2nd Quarter 2019	Nil	336,804	0.01	0.01
1st Quarter 2019	Nil	(1,567,951)	(0.03)	(0.03)
4th Quarter 2018	Nil	(14,623)	(0.001)	(0.001)
3rd Quarter 2018	Nil	(1,491,031)	(0.03)	(0.03)

The Company’s quarterly results will vary primarily in accordance with the Company’s exploration and business development activities. To finance its operations, the Company also grants incentive stock options to its directors, management, employees, and consultants, which will also cause variation in the Company’s results from period to period.

The movement in the value of the US dollar relative to the Canadian dollar could also have a significant impact on the Company’s results from one period to the next as the Company primarily holds its working capital in US dollars.

INVESTING ACTIVITIES

The Company continued to invest Canadian, Australian and US dollars in interest-bearing financial instruments maturing up to one year. The total amount invested was $15,390,885. The Company received interest income of $231,830 for the period ended March 31, 2020 as compared to $324,458 from March 31, 2019.

CAPITAL RESOURCES AND LIQUIDITY

In order to finance the Company’s exploration programs and to cover administrative and overhead expenses, the Company primarily raises money through equity sales and from the exercise of convertible securities (share purchase options and warrants). Many factors influence the Company’s ability to raise funds, including the health of the resource market, the climate for mineral exploration investment, the Company’s track record and the experience and calibre of its management.

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The Company has no operations that generate cash flow and its long-term financial success is dependent on management’s ability to discover economically viable mineral deposits. The Company applies the Project Generator model where it seeks and presents partners with an option to joint venture the Company’s projects, in order to have those partners fund the exploration of the project to earn an interest. In some agreements, the Company receives cash option payments or common stock of the joint venture partner, as a portion of the partner’s cost to earn an interest. If any of its exploration programs are successful and the partners complete their earn-ins, the Company would have to provide its share of ongoing exploration and development costs in order to maintain its interests; and if not, reduce its equity interest through a monetization transaction or dilution of its ownership interest or conversion to a royalty interest. The Company does not anticipate mining revenues from sale of mineral production in the foreseeable future.

With working capital of approximately $17.25 million on March 31, 2020, the Company has sufficient funds to conduct its administrative, business development, and discretionary exploration activities over the next twelve months. Actual funding requirements may vary from those planned due to several factors, including the Company’s joint venture partners encountering difficulty in financing exploration programs on the optioned properties. The Company further believes it has the ability to raise equity capital to meet its foreseeable longer-term working capital needs but recognizes that the ability to raise capital in the future involves risks beyond its control.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no significant off-balance sheet arrangements.

PROPOSED TRANSACTIONS

The Company has no proposed transactions.

TRANSACTIONS WITH RELATED PARTIES

Details of the transactions between the Company’s related parties are disclosed below.

a) Compensation of key management personnel

Key management personnel include persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole.

The remuneration of management and independent directors was as follows:

		For the Three Months	Ended	For the Nine Months Ended	For the Nine Months Ended
		March 31,		March 31,
		2020	2019	2020	2019
Management compensation (i)	$	99,374 $	136,538 $	300,655 $	389,578
Share-based payments (ii)		77,924	661,259	214,881	860,816
Director’s fees (iii)		46,500	40,200	139,500	133,200
	$	223,906 $	837,997 $	655,036 $	1,383,594

(i) Management compensation is included in management fees (March 31, 2020 (“2020”) - $225,000; March 31, 2019 (“2019”) - $236,661) and in exploration expenditures (2020 - $75,655; 2019 - $152,918) in the Company’s condensed consolidated interim statements of loss and comprehensive loss.

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• (ii) Share-based payments is included in the share-based payments expense in the Company’s condensed consolidated interim statements of loss for the three and nine months ended March 31, 2020 and 2019.

• (iii) The independent directors of the Company are paid $2,100 per month (2019 - $2,100 per month) while the Chairman of the Board of Directors receives an additional $7,100 per month for serving in this capacity (2019 - $7,100).

As of April 1, 2020, members of the Board agreed to a reduced fee of 15%. In addition, the CEO and CFO have voluntarily taken a 17% and 44% annual salary reduction, respectively. These salary and fee reductions will be effective until further notice.

b) Transactions with other related parties

Certain of the Company’s officers and directors render services to the Company as sole proprietors or through companies in which they are an officer, director, or partner.

The following companies are related parties through association of the Company’s directors and officers:

	Nature of transactions
Miller Thomson	Legal fees
Chase Management Ltd.	Professional fees
ManningLee Management Ltd.	CFO services

The Company incurred the following fees and expenses with related parties as follows:

		For the Three Months	Ended	For the Nine Months	Ended
		March 31,		March 31,
		2020	2019	2020	2019
Legal fees	$	34,608 $	60,269 $	95,701 $	189,123
CFO services		9,500	14,175	36,500	42,525
Project generation, exploration
expenses and GIS services		-	151,426	-	629,605
Office sharing and administration		-	13,355	-	39,163
	$	44,108 $	239,225 $	132,201 $	900,416

Included in accounts payable and accrued liabilities at March 31, 2020, is an amount of $19,134 (2019 - $13,206) owing to directors and officers of the Company and to companies where the directors and officers are principals.

SIGNIFICANT ACCOUNTING POLICIES

The details of the Company’s accounting policies are presented in Note 3 of the Company’s consolidated financial statements for the year ended June 30, 2019. The following policies are considered by management to be essential to the understanding of the processes and reasoning that go into the preparation of the Company’s financial statements and the uncertainties that could have a bearing on its financial results.

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RECENT ACCOUNTING ADOPTION

On July 1, 2019, the Company adopted IFRS 16 – Leases (“IFRS 16”) which replaced IAS 17 Leases and IFRIC 4 – Determining Whether an Arrangement Contains a Lease. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases. The standard is effective for annual periods beginning on or after January 1, 2019. IFRS 16 eliminates the classification of leases as either operating leases or finance leases for a lessee. Instead, all leases are treated in a similar way to finance leases applied in IAS 17. IFRS 16 does not require a lessee to recognize assets and liabilities for short-term leases (i.e. leases of 12 months or less) and leases of low-value assets.

The Company applied IFRS 16 using the modified retrospective method. Under this method, financial information will not be restated and will continue to be reported under the accounting standards in effect for those periods. The Company will recognize lease liabilities related to its lease commitments for each of its leases. The lease liabilities will be measured at the present value of the remaining lease payments, discounted using the Company’s estimated incremental borrowing rate as at January 1, 2019, the date of initial application, resulting in no adjustment to the opening balance of deficit. The associated right-of-use assets will be measured at the lease liabilities amount, plus prepaid lease payments made by the Company. The Company has implemented the following accounting policies permitted under the new standard:

• a) leases of low dollar value will continue to be expensed as incurred; and

• b) the Company will not apply any grandfathering practical expedients.

As at July 1, 2019 the Company recognized $332,509 in right-of-use assets and $332,509 of incremental lease obligations.

The lease liabilities were discounted at a discount rate of 15% as at July 1, 2019.

New accounting policy for leases under IFRS 16

The following is the accounting policy for leases as of July 1, 2019 upon adoption of IFRS 16:

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement exists, and if the Company has the right to direct the use of the asset. At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative standalone prices.

As a lessee, the Company recognizes a right-of-use asset and a lease liability at the commencement date of a lease. The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset

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may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by the interest rate implicit in the lease, or if that rate cannot be readily determined, the incremental borrowing rate. Lease payments included in the measurement of the lease liability are comprised of:

• a) fixed payments, including in-substance fixed payments, less any lease incentives receivable;

• b) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

• c) amounts expected to be payable under a residual value guarantee;

• d) exercise prices of purchase options if the Company is reasonably certain to exercise that option; and

• e) payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if there is a change in the estimate or assessment of the expected amount payable under a residual value guarantee, purchase, extension or termination option. Variable lease payments not included in the initial measurement of the lease liability are charged directly to profit or loss.

SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, profit and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods.

FINANCIAL INSTRUMENTS

The Company’s financial instruments as at March 31, 2020, consist of cash and cash equivalents, receivables and advances, accounts payable and accrued liabilities and advances from joint venture partners. The fair value of all these instruments approximates their carrying value. There are no offbalance sheet financial instruments.

The Company’s financial instruments are exposed to certain financial risks. The risk exposures and the impact on the Company's financial instruments are summarized below.

The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company operates in Canada, Argentina and Chile and a portion of its expenses are incurred in United States dollars, Australian dollars and in Argentine and Chilean Pesos. A significant change in the currency exchange rates between the US and Australian dollar relative to the Canadian dollar and the Argentine and Chilean Peso to the Canadian dollar could have an effect on the Company’s

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results of operations, financial position or cash flows. The Company has not hedged its exposure to currency fluctuations.

The Company appointed a special treasury committee comprising of three board members to consider management’s recommendations to mitigate the exposure to foreign currency risk. The committee and management maintain a ratio of 80:15:05 for US$: CAD$: AUD$ of the treasury whenever practical.

MANAGEMENT OF CAPITAL RISK

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern, to pursue the development of its exploration and evaluation assets and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. In the management of capital, the Company includes the components of equity.

The Company manages the capital structure and adjusts it considering changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, acquire or dispose of assets, enter into joint ventures or obtain debt financing. To facilitate the management of its capital requirements, the Company prepares annual and quarterly expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions.

To maximize ongoing development efforts, the Company does not pay out dividends.

The Company’s investment policy is to invest its cash in highly liquid short-term interest-bearing investments with maturities of twelve months or less from the original date of acquisition, selected with regards to the expected timing of expenditures from continuing operations.

The Company does not invest in commercial paper. The Company is not subject to externally imposed capital requirements.

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

Additional disclosure concerning the Company’s operating expenses is provided above, and in the Company’s condensed consolidated interim statements of loss and comprehensive loss of the condensed consolidated interim financial statements for the nine months ended March 31, 2020 that is available on the Company’s website at www.mirasolresources.com or on its SEDAR company page accessed through www.sedar.com.

OUTSTANDING SHARE DATA

As of the date of this MD&A, the Company had 54,148,878 issued and outstanding common shares. In addition, the Company has 4,375,000 options outstanding that expire through November 8[th] , 2023, and 2,158,875 warrants outstanding that expire through June 1[st] , 2020. At the date of this MD&A, 200,000 RSU’s were outstanding.

Details of issued share capital are included in Note 7 of the condensed consolidated interim financial statements for the nine months ended March 31, 2020.

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APPROVAL

The Audit Committee of the Company has approved the disclosure contained in this MD&A.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com and on the Company’s website at www.mirasolresources.com.

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