New Age Metals Inc.

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MANAGEMENT DISCUSSION AND ANALYSIS

FOR

FOR THE YEAR ENDED 30 APRIL 2021

1. MANAGEMENT DISCUSSION AND ANALYSIS

The following discussion and analysis is management’s assessment of the results and financial condition of New Age Metals Inc. (the “Company” or “NAM”) for the year ended 30 April 2021 and should be read in conjunction with the corresponding consolidated financial statements and related notes. All financial information has been prepared in accordance with International Financial Reporting Standards (“IFRS”) and all dollar amounts presented are Canadian dollars (“CAD”) unless otherwise stated. The date of this Management Discussion and Analysis is 15 day of July 2021. Additional information on the Company is available on SEDAR at www.sedar.com.

2. BUSINESS OF NEW AGE METALS INC.

NAM is a mineral exploration company focused on the acquisition, exploration and development of Platinum Group Metals (PGMs), precious and base metals properties. Management's corporate philosophy is to be a project generator, explorer and project operator with the objective of forming options and/or joint ventures with major mining companies through to production. NAM has begun the evaluation of several potential property acquisitions, including precious and base metal production opportunities. A wholly-owned US and Pacific North West Capital Corp. USA, and Lithium Canada Development Inc., respectively, are being maintained for future property acquisitions.

3. FORWARD LOOKING STATEMENTS

Certain information included in this discussion may constitute forward-looking statements. Forwardlooking statements are based on current expectations and entail various risks and uncertainties. These risks and uncertainties could cause or contribute to actual results that are materially different than those expressed or implied. The Company disclaims any obligation or intention to update or revise any forwardlooking statement, whether as a result of new information, future events, or otherwise.

4. OUTLOOK

Due to the current downtrend in the financial markets and adverse economic conditions, the Company has implemented a program of economic controls aimed at reducing current consumption. Even though current management has demonstrated its ability to raise funds in the past, with the current financial market conditions and global economic uncertainty, there can be no assurance it will be able to do so in the future. Because of these uncertainties, there is substantial doubt about the ability of the Company to continue as going concern. These financial results and discussion do not include the adjustments that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

On 1 February 2017, the Company changed its name to New Age Metals Inc. and consolidated its share capital on one (1) new common share without par value for every three (3) existing common shares without par value basis. All common shares and per share amounts have been restated to give retroactive effect to the share consolidation.

On 14 April 2016, the formed a wholly owned subsidiary called Lithium Canada Inc. A new Lithium and Rare Earth Division, the Company’s management believes that adding an additional “green metal” to its existing Platinum group metals (PGM’s) division is warranted. These new age metals, Lithium, PGM’s and Rare Earths, have robust macro trends with surging demands and limited supply. Going forward, this new division will explore for the minerals needed to fuel the demand for energy storage and other core 21st Century Technologies. This new direction will involve the acquisition of new projects and adding to our existing technical team.

The company’s new Lithium Division will focus on the acquisition, exploration and development of Lithium Projects in Canada. In the United States the company will use its wholly owned U.S.A subsidiary to acquire and develop projects.

Lithium and Platinum group metal prices have improved dramatically in recent months. Lithium supplies remain in deficit relative to their demand. Both metals groups are used for the expanding worldwide automobile industry (conventional and electric). In the case of PGM’s, demand is increasing for auto catalysts, a key component for reducing toxic emissions for automotive, gasoline and diesel engines. In regards to Lithium, there is an ever increasing demand for batteries in cellphones, laptops, electric cars, solar storage, wireless charging and renewable energy products.

Since March 2020, several measures have been implemented in Canada and the rest of the world in response to the increased impact from the novel coronavirus (COVID-19). The Company continues to operate its business at this time. While the impact of COVID-19 on business operations cannot be reasonably estimated at the time, the Company anticipates this could have an adverse impact on its business, results of operations, financial position and cash flows.

5. PROJECT OVERVIEW:

5.1. RIVER VALLEY PROJECT, ONTARIO

The River Valley mineral claims are located in the Sudbury Region of Ontario (Figure 1). NAM optioned the River Valley claims following the discovery of highly anomalous PGM values in grab samples in the Dana Lake and Azen Creek areas. By an agreement dated 15 January 1999 and amended 11 March 1999 (collectively, the “Agreement”), the Company acquired a 100% interest in the River Valley claims from Bailey Resources Ltd., Luhta Resources Ltd., and Pardo Resources Ltd.by issuing 66,667 common shares of NAM and $265,000 cash (paid). The River Valley claims are subject to a total 3% Net Smelter Return Royalty ("NSR"), of which NAM can purchase up to 2% of the NSR from the vendors for $2,000,000.

On 14 July 1999, NAM entered into an unincorporated 50/50 joint venture agreement (“JV”) over the River Valley property ("River Valley PGM Project") with Kaymin Resources Ltd. (“Kaymin”), a wholly-owned subsidiary of Anglo Platinum Limited ("Anglo"), whereby Kaymin was responsible for funding all exploration to completion of a feasibility study, which would give Kaymin an additional 10% interest. In addition, if Kaymin arranged financing for a mine, it would receive another 5% interest, for a total interest of 65%.

Kaymin continued to fund exploration under the terms of JV until 2007 and invested over $22,000,000 in the exploration of the River Valley PGM Project; however, as a result of capital expenditure reductions during the global financial crisis in 2008, no new funds were allocated to the River Valley PGM Project, above and beyond the minimal holding costs.

Included in the River Valley PGM Project are the following:

i) River Valley Property, Ontario

By agreement dated 15 January 1999 and amended 11 March 1999, the Company acquired a 100% interest in 226 claim units, known as the River Valley claims, located in the Dana and Pardo Townships, Sudbury Mining District, Ontario. As consideration, the Company paid $265,000 and issued 66,667 common shares to the optionors. In addition, minimum annual exploration expenditures of $100,000 were completed. The River Valley claims are subject to a 3% NSR. The Company, at its option, can purchase up to 2% of the NSR from the vendors for $2,000,000.

On 7 February 2012, NAM received River Valley’s Mining Leases. The Mining Leases give NAM security of title on the land and the exclusive right to mine the River Valley deposit. The Mining Leases include surface rights that allow for siting of project infrastructure and processing facilities. The Mining Leases are for a period of 21 years (commencing on 1 November 2011) and are renewable.

The Mining Leases covering the River Valley claims as set out in Table 1.

Table 1:NAM mining leases covering the River Valley claims

Mining Lease/ Claims	Size (Hectares (“ha”))	Township	Recorded	Current expiry date
CLM450	4777.181	Dana	1-Nov-11	31-Oct-32
CLM451	570.308	Pardo	11-Jan-12	28-Feb-33

ii) Goldwright Property, Ontario

By agreement dated 30 June 1998 and subsequently amended, the Company earned a 25% interest in certain mineral claims known as the Janes property, located in the Janes Township, Sudbury Mining District, Ontario.

On 30 October 2015, the Company signed a Net Smelter Returns Royalty Agreement (“NSR”) whereby a Production Royalty equal to 1% will be paid based on minerals produced, saved and sold from the properties on the terms and subject to the conditions specified in the NSR Agreement.

iii) Razor Property, Ontario

The Company acquired a 100% interest in certain mineral claims located in the Dana Township, Sudbury Mining District, Ontario for consideration of $30,000. The property is subject to a 2% NSR.

iv) Western Front Property, Ontario

By agreement dated 16 November 2001, the Company earned a 70% interest in certain mineral claims known as the Western Front property from a company (the “Optionor”) with certain directors in common, for consideration of $55,000 and issuance of 2,222 shares. In addition, an exploration expenditure of $50,000 was completed.

The Company has the right to purchase an additional 30% interest in the property by paying $750,000 to the Optionor.

The property is subject to a 3% NSR, the first 1% of which the Company can purchase for $1,000,000; the second 1% can be purchased for $2,000,000. The Company and the Optionor will share the NSR buyout privileges in proportion to their respective interests.

In the beginning of 2017 a notice via email was given to Freegold Ventures. The intention of the notice was to terminate the agreement between the parties due to market conditions. Freegold Ventures management did not respond to the email but a meeting was set up and held in Toronto in March 2017. The CEO of New Age Metals and the CEO of Freegold Ventures agreed to finalize the transaction and the negotiations are ongoing.

On 27 June 2016 the Company signed an agreement with Mustang Minerals Corp. to acquire 100% interest in 6, Strategic, Mineralized Claims, of Mustang’s River Valley PGM property, near Sudbury, Ontario. The River Valley PGM Extension Claims are adjacent to, and south of, NAM’s current River Valley PGM Project mining leases. The acquisition increases the size of NAMS’s project footprint to more than 64 km2 (16,000 acres), mainly on the highly PGM mineralized River Valley Intrusion. The six acquired claims overlay a 4-km long PGM mineralized trend, which is the southward continuation of the River Valley PGM Deposit, on NAM’s mining leases to the north. With the acquisition, the total strike length of the River Valley PGM Deposit increases to 16 km, on NAM’s property.

The six claims were acquired from Mustang Minerals Corp., for $50,000 cash and shares of NAM. The shares are subject to a regulatory hold of 4 months and 1 day, and TSX Venture Exchange approval of the Transaction. Mustang Minerals Corp. retains a 1% NSR on any production from the six claims. The NSR can be purchased by NAM at any time for $500,000.

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Figure 1: River Valley PGM Project Map

5.1.1. History of the River Valley PGM Project

The exploration history of the region dated back to the 1960s, with work on the River Valley PGM Property starting in earnest in 1999. The River Valley PGM deposit (Figure 2) was discovered by prospectors in early 1998. NAM became involved in late 1998 and Kaymin entered into the JV on the River Valley PGM Property in 1999 and had earned its 50% interest by January 2002. Between 1999 and 2008, NAM, as operator of the project, in conjunction with Kaymin, carried out several phases of trenching, surface sampling and mapping, and completed eight diamond drilling programs. During this period of time Kaymin ultimately invested a total of $22,000,000 in exploration programs, including more than 110,000 metres ("m") drilled in 550 holes.

With the global financial crash and changes in Anglo's management and exploration focus in 2008, Kaymin's funding of the River Valley PGM Project was placed on hold. NAM successfully negotiated the purchase of Kaymin's 50% interest under a Mineral Interest Assignment Agreement dated 13 December 2010 and, on 6 April 2011, signed the Amendment to Mineral Interest Agreement ("Amending Agreement") closing the purchase by NAM of Kaymin's 50% JV interest in the River Valley PGM Project. Pursuant to the terms of the Amending Agreement a total of 2,705,720 fully paid and non-assessable common shares of NAM (reflecting a 12% interest in NAM based upon the issued and outstanding common shares of NAM as of 30 November 2010 (7,504,779) and three-year warrants to purchase up to 33,333 common shares of NAM at a price of Cdn$2.70 per common share were issued to Kaymin for its 50% interest in the JV. The transaction provided NAM with an undivided 100% interest in the River Valley PGM Project.

5.1.2 2011-to 2015 Exploration Programs

In 2011, NAM commenced a $5,000,000 exploration program on the River Valley PGM Project. The program involved 15,500 m of drilling, 140 line kilometres ("km") of three-dimensional induced-polarization surveys (“3D-IP”), and a new National Instrument 43-101, Standards of Disclosure for Mineral Projects ("NI43-101"), compliant mineral resource estimate. Figure 3 illustrates a simplified geology map of River Valley PGM Project.

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Figure 2: Location Map of River Valley PGM Project relative to the metallurgical facilities in the greater Sudbury region.

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Figure 3: Geology Map of River Valley PGM Project

In September 2012 two diamond drill holes were drilled inside the River Valley PGM Project for collecting metallurgical samples;

Mr. Al Hayden, P.Eng. and Associate of NordPro Mine & Project Management Services (Thunder Bay) was hired by NAM as its metallurgical consultant to supervise the study and review results.

The testwork completed by SGS Lakefield and involved Bond grindability and abrasion studies, sample compositing, physical and chemical analyses, and bench scale flotation tests to make ‐ high grade sulphide concentrate. Results show that the PGMs float with Cu-Ni sulphides, and therefore demonstrate potential for a sulphide concentrator to effectively process River Valley deposit material. Table 2 illustrates 2012 Metallurgical Testwork Results.

Table 2: Metallurgical results for the Locked Cycle

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‐ ‐ 2015 Program were two fold: 1) drill test for the presence of high grade mineralization that was ‐ previously drilled obliquely down dip; and 2) drill test a new geological model for this part of ‐ the host River Valley Intrusion. Three dimensional modelling results for the exploration database suggested that the T2 portion of the River Valley Intrusion rotated during movement along ‐ Grenville age faults. Such deformation related rotations have not previously been recognized at River Valley and present new opportunities for targeting high grade PGM mineralization.

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Figure 4: Location and plan for drill testing Target T2 at Dana North Zone, River Valley PGM deposit near Sudbury, Ontario.

5.1.3. 2016 Exploration Program

NAM’s key objective for 2016 was to follow-up drilling at the high-grade T2 discovery, in order to confirm that it has the potential to warrant resource delineation drilling. To that end, the 2016 Exploration Program consisted of two components:

A) Surface Exploration Program for the summer field season. The Surface Exploration Program consisted of geological mapping, mineral prospecting, sampling, assaying, litho-structural studies, drill core review and 3D modelling. The program focused on areas with indications of higher-grade mineralization that remain under-explored.

This program was successfully performed during summer 2016 and the samples were sent to SGS Minerals, Lakefield ON.

B) Follow-up Diamond Drill Program.

Each of the components was carried out under Exploration Permit PR-13-10095R and with financial support from the Junior Exploration Assistance Program (JEAP) (see NAM press release dated 15 June 2016).

5.1.4. 2016 Drill Program

The 2016 drill program successfully expanded mineralization down-dip and along strike of the 2015 intersections at Target T2 and corroborated the geological model. The drill results reported herein confirm the discovery of a new PGM mineralized zone at River Valley, hereafter named the Pine Zone.

The Pine Zone drill program consisted of five holes for 1367 metres, of which four intersected significant PGM mineralization

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Figure 5:Location of the Pine Zone at the north end of the River Valley PGM Project.

The Pine Zone discovery demonstrates the continued success of drill hole targeting based on IP geophysical surveys and 3D geological modelling. The drill results highlight the potential for discovery of similar mineralized zones in other previously overlooked areas at River Valley, and are an additional indication of the camp scale potential in the under explored region east of Sudbury.”

5.1.5. 2017 Drill Program

The exploration focus was on drilling priority PGM targets generated from modelling of previous exploration data and of new data from geophysical surveys to be conducted over the Pine ZoneDana North Zone-Pardo Zone area of the vast River Valley PGM deposit (Figure 6).

Three-dimensional geological and structural modelling of the available drilling data, particularly from the 2015 and 2016 programs that discovered the Pine Zone highlights the potential to expand the PGM mineralization in three directions (Figure 7): 1) down-dip towards Target T3, 2) east along strike towards Pardo Zone 2 km away, and 3) up-dip 100 metres to surface. The Pine Zone as currently defined is located under the main access road into the north part of the River Valley PGM deposit, in the immediate footwall to measured and indicated PGM resources at the Dana North Zone (see NI43-101 Technical Report dated 1 May 2012), and is overlain by mineral leases owned 100% by NAM.

As for geophysics, a study was conducted by Allan King, PGeo consulting geophysicist to recover and review the historic surface and borehole induced polarization (IP) survey results for the Dana North and Pardo Zones. The PGM mineralization occurs closely associated with disseminated chalcopyrite-pyrrhotite mineralization with a strong positive IP chargeability

response. The review study resulted in planning of the 2017 surface and borehole IP geophysical surveys of the Pine Zone-Pardo Zone-Target T3 area. A total of up to about 50 line-km was proposed to be IP surveyed in the spring/summer 2017, prior to drilling.

The 2017 drill program focused on expansion of the Pine Zone up- and down-dip and laterally, based on the results of the geological and geophysical modelling activities as outlined above. A total of up to about 5000 metres was proposed to be drilled in about 20 holes, beginning in the summer/fall 2017.

The apparent gap between the Dana North and Pardo Zones is attributed to offset along the Grenville Front fault system. The Pine Zone is interpreted from the 3D modelling to have been part of Dana North that has been transposed into parallelism with the Grenville Fault during movement and deformation along the latter structure.

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Figure 6: Location of the Pine-Dana North-Pardo Zones at the north end of the River Valley PGM deposit.

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Figure 7: River Valley Project Pine Zone-Target T3 drill intersects. View looking west from above the horizontal.

The Company completed the Induced Polarization (IP) geophysical survey on the Pine Zone and extended to the Banshee Zone at the River Valley PGM Project in northwest Ontario.

The Pine Zone is one of numerous prospective PGM zones within the district-scale River Valley PGM Project and was most recently drilled in the fall of 2016 (press release 13 December 2016). The 2016 drill program confirmed the higher-grade, near-surface PGM discovery made in the 2015 drill program (press release 11 March 2015) and highlighted the continuity of the mineralization for 200 metres along strike and 100-200 metres depth at the Pine Zone. The Pine Zone remains open along strike and at depth. This re-interpretation of the River Valley Deposit and its mineralization has the potential of advancing the project to a strong economic stage.

The surface IP geophysical survey tested the potential for eastwards and southwards extension of the Pine Zone as well as the adjacent Dana North Zone. The survey will aid in the generation of new targets for follow up drill testing.

Approximately 2 km of untested potential for the discovery of additional mineralization presently exists along the trend between the current drilled extent of the Pine Zone and the underexplored Pardo Zone to the northwest. The Banshee Zone is approximately 2 km to the southeast along the trend of the River Valley PGM Zone.

The Banshee was drilled with 25 holes in 2003 as well with accompanied surface exploration and geophysics. Surface work outlined a zone over 600 metres. Metallurgical work from SGS in 2012 defined the Banshee Zone to be an inferred resource (cut off a 0.8 g/t PdEq) of 3,320,000 tonnes with a contained metal content of 62,000 oz of PGM+Au and 103,000 oz of PdEq.

The geophysical survey used is a high-resolution OreVision®IP survey performed by Abitibi Geophysics. OreVision®IP can reveal targets at four times the depth of conventional IP without compromising near-surface resolution.

Figure 8: Design map grid for the OreVision® IP surface survey in the Pine Zone-Dana North Zone (DNZ) area of the River Valley PGM Project. Solid black circles = diamond drill hole collar locations.

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The Pine Zone survey was performed along NW-SE trending, 50m to 100m spaced cut-lines across the apparent strike direction of the geological and structural features controlling the Pine Zone. The depth of investigation was 440m, which is 40m below the maximum predicted depth of the Pine Zone in this area.

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Figure 9: Property scale geological map showing the location of the Pine Zone discovery relative to the Dana North Zone immediately to the west and the Pardo Zone 2 km to the northeast.

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Figure 10: Drill Hole Distribution Map in the Northern Portion of the River Valley PGM Deposit (Image only represents approximately 3.5 km of the overall strike length of the deposit)

Table 3: 2017 Drill Activity at the River Valley PGM Deposit – Footwall/Main Zone Mineralization

Drill Hole
Year Meterage (m) Interval (m) Au g/t
Pt g/t
Pd g/t 3E g/t
Cu %
Ni %
Zone Location
Zone
News Release
2015-DN001 2015
153 to 155
2 m
0.12
0.61
2.19
2.91
N/A
N/A
Footwall
T2/Pine
Mar 2016
and
184 to 187
3 m
0.07
0.43
1.25
1.74
N/A
N/A
Footwall
T2/Pine
and
192 to 209
17 m
0.10
0.70
2.21
3.00
N/A
N/A
Footwall
T2/Pine
including
203 to 207
4 m
0.17
1.17
3.79
5.12
N/A
N/A
Footwall
T2/Pine
2015-DN002 2015
138 to 154
16 m
0.10
0.66
2.07
2.83
N/A
N/A
Footwall
T2/Pine
Mar 2016
including
146 to 152
6 m
0.13
0.97
3.13
4.23
N/A
N/A
Footwall
T2/Pine
DN-T2-03
2016
86 to 102
16 m
0.03
0.15
0.34
0.51
0.06
0.02
Footwall
T2/Pine
Dec 2016
DN-T2-06
2016
172 to 187
15 m
0.13
0.77
2.20
3.10
0.21
0.04
Footwall
T2/Pine
Dec 2016
including
178 to 184
6 m
0.22
1.28
3.78
5.29
0.34
0.05
Footwall
T2/Pine
DN-T2-10
2016
202 to 222
20 m
0.07
0.48
1.44
1.99
0.14
0.03
Footwall
T2/Pine
Dec 2016
including
203 to 205
2 m
0.09
1.05
3.46
4.60
0.24
0.05
Footwall
T2/Pine
DN-T2-11
2016
219 to 235
16 m
0.07
0.46
1.34
1.87
0.14
0.04
Footwall
T2/Pine
Dec 2016
including
219 to 221
2 m
0.11
0.89
3.05
4.05
0.24
0.04
Footwall
T2/Pine
DN-T2-13
2016
181 to 184
3 m
0.09
0.60
1.59
2.28
0.16
0.03
Footwall
T2/Pine
Dec 2016
and
188 to 190
2 m
0.03
0.36
0.81
1.20
0.09
0.03
Footwall
T2/Pine
and
196 to 202
6 m
0.08
0.40
1.14
1.62
0.16
0.03
Footwall
T2/Pine
T3-17-01
2017
193 to 202
9 m
0.08
0.37
1.11
1.56
0.14
0.32
Footwall
T3
Sept 2017
including
196 to 200
4 m
0.10
0.47
1.47
2.04
0.15
0.35
T3-17-02
2017
288 to 299
8 m
0.07
0.33
1.00
1.41
0.17
0.39
Footwall
T3
Sept 2017
including
290 to 292
2 m
0.15
0.54
1.83
2.52
0.26
0.64
T3-17-03
2017
262 to 279
17 m
0.05
0.26
0.81
1.12
0.11
0.03
Footwall
T3
Sept 2017
including
265 to 267
2 m
0.07
0.57
1.96
2.60
0.20
0.04
T3-17-04
2017
4 to 32
28 m
0.11
0.57
1.77
2.45
0.11
0.02
Main Zone
T3
Sept 2017
including
4 to 7
3 m
0.26
1.55
5.32
7.12
0.15
0.03
Main Zone
T3
Including
24 to 30
6 m
0.17
0.96
2.93
4.06
0.20
0.04
Main Zone
T3
and
37 to 41
4 m
0.13
0.83
2.35
3.30
0.19
0.04
Main Zone
T3
and
348 to 355
7 m
0.09
0.39
1.15
1.64
0.11
0.02
Footwall
T3
including
182 to 192
10 m
0.10
0.60
1.87
2.58
0.15
0.03
Footwall
Pine
including
183 to 185
3 m
0.14
0.89
2.92
3.95
0.16
0.04
Footwall
Pine
PZ-17-07
2017
77 to 84
7 m
0.04
0.25
0.77
1.06
0.06
0.02
Footwall
Pine
Oct 2017
PZ-17-08
2017
56 to 70
14 m
0.08
0.48
1.30
2.01
0.15
0.03
Footwall
Pine
Nov 2017
including
66 to 70
4 m
0.09
0.70
2.19
2.98
0.17
0.04
Footwall
Pine
T3-17-06
2017
331 to 334
3 m
0.02
0.11
0.21
0.34
0.02
0.02
Footwall
T3
Nov 2017

In preparation for Preliminary Economic Assessment (PEA) Report and any development work. Mineralogical studies of the ore have commenced with XPS. XPS is based in Falconbridge, Ontario and provides metallurgical technology services and test work for orebody characterization, operational support, growth initiatives, and project development.

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Figure 11: Location of NAM’s 100% owned River Valley PGM Project.

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In August 2018 NAM commissioned both P&E Mining Consultants (P&E) and DRA Americas (DRA) to complete the Project’s first economic study, a Preliminary Economic Assessment (PEA).

5.1.6. 2018 Exploration Program;

A second phase of ground IP geophysics was completed on an area south of the Pine Zone and over the T4 to T9 target anomalies. The new survey area represents a strike length of approximately 2000 metres. The final report from Abitibi Geophysics is being compiled. The company will outline a series of drill programs to test the new geophysical anomalies generated from the survey and outline additional drilling in the Pine Zone area.
Winter ground IP geophysics report was interpreted by Alan King to help identify further drilling in the northern portion of the project and the new targets from T3-T9.
Completed geological interpretation of March 2018 NI 43-101 geophysical report. This generated new drilling targets and better defined the future drill programs.
Advanced stage mineralogical testing was completed in Sudbury at Expert Process Solutions (XPS);

The work focused on both Platinum Group Metals (PGM) and base metals mineralogy. QEMSCAN (Quantitative Evaluation of Materials by Scanning Electron Microscope), EPMA (Electron Probe Micro Analysis) and LA-ICP-MS (Laser Ablation-Inductively Coupled Plasma-Mass Spectrometry) were utilized to characterize the samples.

The results from this Mineralogical program added to our previous conclusive and positive studies. This study gave us much more detailed mineralogical analysis which will help provide and to better understand the River Valley Intrusion moving towards more detailed metallurgical studies, recovery analysis.

Palladium (Pd) occurs as both discrete PGM minerals (described above) and in solid solution within the crystal structure of pentlandite. Pd that occurs as solid solution within pentlandite accounts for 16% (Dana) and 21% (Pine) of the total Pd in the samples;
Total Nickel (Ni) that occurs in Ni sulphide (pentlandite and trace siegenite) range from 40% (Dana) to 50% (High Grade Pine), with the remaining occurring in Fe sulphide and Mg silicates. Future flotation testing focusing on recovery of Ni sulphide has the potential to increase Pd recoveries by 2-3% over previous testing, based on Pd in solid solution alone.
The main PGM minerals are Kotulskite, Pd(Bi,Te), Isomertieite, Pd11Sb2As2 and Sperrylite, PtAs2. Kotulskite is more common in the Pine Zone than in the Dana Zone whilst Isomertieite was identified in higher quantities in the Dana Zone. Based on a grind target of 75µm, PGMs are well liberated: 75% in the Dana Zone and 51% in the Pine Zone with grain sizes ranging from 2µm up to a maximum of 50µm. Grain sizes of PGMs locked in silicate gangue range in size from 1µm to 15µm.
Silicate mineralogy in all samples consists of actinolite, feldspar, chlorite, biotite, quartz and epidote. Pine Zone samples contain higher levels of epidote and biotite compared to the Dana Zone. Epidote, which occurs as an alteration in Sudbury ores, is often associated with Cu mineralization.
Footwall PGM mineralization, “The Pine Zone/T3”, a new discovery and additional source of PGMs at the River Valley Project (RVP), was included in the new resource model.

5.1.7. 2019 River Valley PGM Project Exploration Program

To date an approximate 160,441 metres (481,323 feet) in 710 drill holes have been conducted by the company as operator on the River Valley Project. Several independent 43-101 compliant resource estimates have previously been generated for the deposit through the exploration and development phases. The River Valley Deposit’s present resource, with approximately 2.9M PdEq ounces in Measured Plus Indicated mineral resources and near-surface mineralization, covers a total of 16 kilometers of strike. The company continues to explore and enhance the River Valley PGM Deposit.

After the ground proofing and surface exploration program conducted in Summer 2018 which followed up on the most recent induced polarization survey by Abitibi, NAM management has designed a 5000 metre drill programs to test the new geophysical anomalies. See Figure 12 below which shows these new geophysical anomalies and potential targets for the next stage of drilling at River Valley superimposed over the upper 4 kilometres of the project map.

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Figure 12:Northern portion of the project with superimposed 2018 merged IP at -100 level. Retrieved from River Valley Geophysical review by Geoscience North (Alan King, P. Geo., M.Sc.)

5.1.8. 2019 Mineral Resource Update

WSP Canada, under the supervision of Todd McCracken, P. Geo (Manager-Mining at WSP Canada) amended the 2018 NI 43-101 Mineral Resource estimation of the River Valley PGM Deposit in the Sudbury Mining District of Ontario, Canada. The new Mineral Resource Estimate has incorporated all the past data, geophysics, new drilling since 2015 and the River Valley Extension (RVE), including the additional drilling in the new footwall discoveries Pine Zone and T3.

The results of the updated Mineral Resource Estimate are tabulated in table below (0.35 g/t PdEq open pit and 2.0 g.t PdEq underground cut-off). This 43-101 Technical Report is available on SEDAR.

Table 4: Results from the amended NI 43-101 Mineral Resource Estimate

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Notes:

1. CIM definition standards were followed for the Mineral Resource Estimate.

2. The 2018 Mineral Resource models used Ordinary Kriging grade estimation within a three-dimensional block model with mineralized zones defined by wireframed solids.

3. A base cut-off grade of 0.35 g/t PdEq was used for reporting Mineral Resources in a constrained pit and 2.00 g/t PdEq was used for reporting the Mineral Resources under the pit.

4. Palladium Equivalent (PdEq) calculated using (US$): $950/oz Pd, $950/oz Pt, $1,275/oz Au, $1500/oz Rh, $2.75/lb Cu, $5.25/lb Ni, $36/lb Co.

5. Numbers may not add exactly due to rounding.

6. Mineral Resources that are not Mineral Reserves do not have economic viability

7. The Inferred Mineral Resource in this estimate has a lower level of confidence than that applied to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of the Inferred Mineral Resource could be upgraded to an Indicated Mineral Resource with continued exploration.

This stated resource will closely relate to the resource that will be reported in the PEA. See Figure 13 which shows the mineral resource reported in each area of the River Valley Project.

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Figure 13: River Valley PGM Project Map showing the Mineral Resource as reported by mineralized zone on the Project.

5.1.9. Ground IP Geophysics

Second phase of ground IP geophysics completed on an area south of the Pine Zone and over the T4 to T9 target anomalies. The new survey area represents a strike length of approximately 2000 metres. Based on the senior geophysicist’s recommendations, the company will outline a series of drill programs to test the new geophysical anomalies generated from the survey and outline additional drilling in the Pine Zone through to the T9 areas. The geophysical survey was a high-resolution OreVision® IP survey, which can reveal targets at four times the depth of conventional IP without compromising near-surface resolution.

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Figure 14: Northern Portion of the River Valley PGM Deposit Showing Regions of Current IP Geophysics. NOTE: Image only represents approximately 3.5 km of the overall strike length of the River Valley PGM deposit.

5.1.10. NI 43-101 Technical Report for Preliminary Economic Assessment on the River Valley PGM Project;

NAM files NI 43-101 Technical Report for Preliminary Economic Assessment on the River Valley PGM Project titled “Technical Report, Updated Mineral Resource Estimate and Preliminary Economic Assessment of the River Valley Project” with an Effective Date of June 27, 2019, on SEDAR at www.sedar.com. The PEA demonstrates positive economics for a large-scale open pit mining operation, with 14 years of Palladium and Platinum production.”

PEA Highlights (CDN$ unless otherwise noted):

Life of mine (LOM) of 14 years, with 6 million tonnes annually of potential process plant feed at an average grade of 0.88 g/t Palladium Equivalent (PdEq) and process recovery rate of 80%, resulting in an annual average payable PdEq production of 119,000 ounces.
Pre-Production capital requirements: $495 M
Undiscounted cash flow before income and mining taxes of $586M
Undiscounted cash flow after income and mining taxes of $384M
Average unit operating cost of $19.50/tonne over the life-of-mine
LOM average operating cash cost of $971 per ounce (US$709/oz) and all-in sustaining cash cost of $972 per ounce (US$709/oz) at a 1.37 CDN: USD exchange rate.
A mining contractor will be engaged for the open pit mining
Pre-tax NPV (5%): $261M, After-tax NPV (5%): $138 M

Pre-tax IRR: 13%, After-tax IRR: 10%
Assumed metal prices of US$1,200/oz Pd, US$1,050/oz Pt, US$1,350/oz Au, US$3.25/lb Cu, US$8.00/lb Ni, US$35/lb Co
Using a + 20% Pd price sensitivity (to the base case of US$1,200/oz Pd) US$1,440 /oz Pd returns a pre-tax IRR of 19% and an after tax-IRR of 15%.
River Valley process plant feed will be treated by a conventional sulphide flotation process plant to produce a single saleable PGE concentrate that will be transported to the Sudbury area for smelting/refining
Potential for up to 325 jobs at the peak of production

Project Economics and Sensitivities

The economic results of the PEA are summarized in Table 5 on an after-tax basis. The sensitivities and the impact of cash flows have been calculated for +/- 20% variations against the base case.

Table 5: Project Economics Sensitivity. All values shown are on an after-tax basis.

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5.1.11. 2020 River Valley PGM Project Exploration Programs;

2020 Phase 1 Drill Program; 2020 River Valley Phase 1 drilling program commenced in May 2020.

This Program consisted of drilling 8 holes with a total of 1,685.5 meters and was successful in extending the known limits of the Pine Zone Palladium mineralization 50 metres up-dip to the north and 50 metres along strike to the east. The Palladium mineralization is still open to expansion by drilling to the east, particularly testing a strong IP chargeability high located about 400 metres along strike, and also by drilling down-dip to the south (see Figure 15). The 2020 drilling was also successful at broadly establishing the presence of Palladium mineralization at the connection of the Pine Zone to the Dana North Zone.”

2020 Phase 1 Highlights;

Highlights of the Phase 1 2020 drill program are as follows:

Hole PZ-20-04 intersected 1101 ppb Pd+Pt+Au (1.250 g/t PdEq) over 12 metres from 50 metres downhole, including 1361 ppb Pd+Pt+Au over 8 metres in the Pine Zone; and
Hole PZ-20-01 intersects 1287 ppb Pd+Pt+Au (1.477 g/t PdEq) over 3 metres from 168 metres downhole in the Pine Zone
Hole T3-20-01 intersected 17 metres grading 0.744 g/t PdEq from 248 metres downhole;
T3-20-02 intersected 17 metres of 0.622 g/t PdEq from 318 metres downhole; and 3) PZ-20-03 intersected 0.412 g/t PdEq from 197 metres downhole.

The details of the Phase 1 2020 drill program are presented in Tables 7 and 8 and Figure 15.

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Figure 15: Location of 2020 Phase 1 drill holes (labelled) and previously drilled holes plotted on an inverted IP chargeability image (coloured) and 3-D wireframe model of the Dana North Zone and Pine Zone (covered), River Valley Palladium Project near Sudbury (Ontario, Canada).

Following completion of NAM’s successful Phase 1 drill program in May 2020 (see press release dated June 2, 2020), Phase 2 of the 2020 field season commenced in June 2020. In September 2020 New Age Metals announced results from the Phase 2 exploration drill program and surface prospecting activities at its 100% owned River Valley Palladium Project.

2020 Phase 2 Highlights;

2020 Phase 2 Drill Program; Holes T3-20-03, T3-20-04 and PZ-20-07 were drilled during 2020 Phase 2 exploration program. A total of 792 metres was drilled during this phase (Figure 16; Table 9).

Hole T3-20-03 was drilled as an infill hole within the Pine Zone-T3 Target. The hole intersected three mineralized intervals:

1) 5 metres grading 0.21 g/t Pd+Pt+Au and 0.05% Cu or 0.30 g/t PdEq from 236 metres down hole;

2) 9 metres grading 0.27 g/t Pd+Pt+Au and 0.02% Cu or 0.32 g/t PdEq from 247 metres downhole; and 3) 6 metres grading 0.30 g/t Pd+Pt+Au and 0.02% Cu or 0.37 g/t PdEq from 259 metres downhole. The results confirm presence of the Pine Zone mineralization.

Hole T3-20-04 was drilled to expand the boundaries of the Pine Zone-T3 Target eastwards and southwards. The hole intersected the favorable Breccia Unit, but failed to intersect significant intervals of mineralization. Best assay result is 1 metre grading 0.64 g/t Pd+Pt+Au and 0.02% Cu from 307 metres downhole.

PZ-20-07 was drilled to test an IP chargeability feature 250 m east along strike from the Pine Zone. The hole was abandoned at 166 metres depth, due to the presence of lengthy intersections of heavy pyrite coatings on fractures in core of the Archean basement. No assays were generated, but the IP chargeability feature is explained.

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Figure 16:Location of 2020 Phases 1 and 2 drill holes (labelled) and previously drill holes plotted on 3-D wireframe model of the Dana North Zone (exposed) and Pine Zone (covered), River Valley Palladium Project near Sudbury, Ontario.

2020 Phase 2 Mineral Prospecting;

Mineral prospecting activities in Q3 2020 focused on Dana South and Pardo Zones (Figure 17). At the Dana South Zone, the covered area between the eastern boundary of the mineral resources and the western shoreline of Dana Lake was prospected and sampled. Samples collected from here previously returned assays of up to 4.91 g/t Pd+Pt+Au and 0.25% Cu (see press release dated December 6, 2016). The purpose of returning was to confirm the presence of the favourable River Valley Breccia Unit and Cu-Fe sulphide mineralization in outcrop.

Significant assays were returned for seven of the 14 outcrop samples (Table 10). The highest assay result is a remarkable 8.29 g/t Pd+Pt+Au and 0.24% Cu. Evidently, the confirmed surface mineralization means that either the footprint of the Dana South Zone is larger than the modelled mineral resources or it represents discovery of a potential new zone located approximately 50 m to 100 m to the east of Dana South. The surface mineralized area is planned to be stripped and drilled when conditions allow in 2021.

At Pardo, the northernmost mineralized zone of the River Valley Deposit (2 km north-northeast of Dana North; Figure 18), four samples were taken to confirm the presence of surface mineralization indicated in historic sampling. Three of the four samples returned assays indicative of palladium mineralization. The highest assay result was 1.46 g/t Pd+Pt+Au and 0.12% Cu. With such confirmed indications of palladium mineralization on surface, and in historic drilling (eleven holes drilled in 2004), Pardo Zone is under consideration for additional mineral prospecting and mapping surveys and trenching and drilling, in order to ultimately support an NI 43-1010 compliant Mineral Resource Estimate.

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Figure 17: Mineralized surface grab sample locations outside to the east of the 2019 mineral resources model (red) at Dana South Zone.

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Figure 18:Location of the Pardo mineralized zone (red), 2 km north-northeast of the Dana North and Pine Zones.

On September 29, 2020 the Company announced its plans for the third phase of exploration and development work at the flagship River Valley Palladium Project which includes the initiation of a project wide rhodium evaluation program and the second round of environmental baseline work. Story Environmental have scheduled the delivery of a final report presenting their work for the end of January 2021. The stated objective of the rhodium evaluation program is to ultimately evaluate the feasibility of including rhodium as a payable metal as part of the River Valley Project’s payable metal suite, that includes palladium, platinum, gold, copper, and nickel. The work in the final quarter of 2020 was focused on assaying historical River Valley samples for rhodium and other metals. This work will require followup metallurgical test work to prove rhodium recoverability.

5.1.12. River Valley PGM Project Pre-Feasibility Study

On April 12, 2021 NAM announced agreements with leading engineering firms to complete a PreFeasibility Study of its 100% owned River Valley Palladium Project near Sudbury, Ontario (Canada). The Pre-Feasibility Study will be undertaken over the next 8 to 12 months, with completion slated for early 2022.

The Pre-Feasibility Study will be completed by four engineering firms: P&E Mining Consultants Inc. for Initial Mineral Reserve estimation, mine planning, economic analysis and Project Lead; SGS Canada Inc. and D.E.N.M. Engineering Ltd. for mineral processing and metallurgical test work; Knight-Piésold Consulting for design of the tailings facility and open pit geotechnical engineering; and Story Environmental for environmental and community impact interactions and permitting. P&E Mining Consultants Inc. will be updating the Mineral Resource Estimate and leading the preparation of the PreFeasibility Study NI 43-101 Technical Report.

Overall, the Pre-Feasibility Study as led by P&E will consider optimized mine production and mineral processing rates based on a potentially more valuable Updated Mineral Resource Estimate than that which underpinned the 2019 PEA. The 2019 PEA had a positive economic outcome. For the Pre-Feasibility Study, however, River Valley Project economics are expected to benefit markedly from historically high palladium and rhodium metal prices, new more tightly constrained domain models of the mineralized zones, and a shift to Net Smelter Return-based reporting. In tandem with the Pre-Feasibility Study, NAM plans to continue exploration geophysical and drilling programs to add, expand and upgrade Mineral Resources and investigate the grades and distribution of rhodium in the priority mineralized zones of the River Valley Palladium Project.

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Figure 19: Four of the northwestern most mineralized zones and design open pits from the 2019 Preliminary Economic Assessment of the River Valley Palladium Project. The mineralized zones and design open pits models will be updated as part of the Pre-Feasibility Study.

5.2 LITHIUM DIVISION, MANITOBA

The Company’s Lithium Division is focused on the acquisition, exploration and development of Lithium Projects in Canada. The seven Lithium Pegmatite projects which the company holds, are situated in the Winnipeg River-Cat Lake Pegmatite Field of Southeast Manitoba. This pegmatite field is host to the world-class Tanco Pegmatite, which is a highly-fractionated, Lithium-Cesium-Tantalum (LCT)–type pegmatite that has been mined at the Tanco Mine, in various capacities, since 1969 for Lithium-bearing minerals (Spodumene), Tantalum, Beryllium, Rubidium and Cesium. The Tanco Mine is presently owned by the Cabot Corporation. There are no current NI 43-101 compliant resources, but academic reports suggest that the Tanco Pegmatite, prior to the start of mining, was approximately 1520 metres long, 1060 metres wide and up to ~100 metres thick, with a volume of ~21,850,000 m3 and a mass of about 57,430,000 tonnes.

5.2.1. LITHIUM ONE PROJECT

The Lithium One Project is located 125 kilometres northeast of Winnipeg, Manitoba and is geologically characterized as being a part of the Cat Lake-Winnipeg River Pegmatite Field.

The Project consists of 2272 hectares located 12 kilometers south of the Tanco Pegmatite and it is 100% owned by New Age Metals. Lithium One Project contains over 40 pegmatites with the southern portion of the project containing numerous underexplored pegmatites.

Exploration at Lithium One is focused on the Annie and Silverleaf Pegmatites. Silverleaf Pegmatite has zones of spodumene and lepidolite exposed on surface with samples up to 4.1% Li2O. Annie Pegmatite returned values up to 0.6% Li2O and 0.37% Ta2O5.

The project is geologically situated in the southern extension of the Bird River Greenstone Belt. The pegmatites are associated with the Greer Lake and Shatford Lake Pegmatite Group of the Cat Lake – Winnipeg River Pegmatite Field. The Winnipeg River Pegmatite Field hosts the World-Class Tanco Pegmatite which has been mined since 1969 at the Tanco Mine Site, in various capacities and for various commodities. This pegmatite field is hosted in the Archean age Bird River Greenstone Belt and into the surrounding granites.

All the pegmatites are of Archean age and are hosted in mafic volcanic to sediments and the surrounding pegmatitic granite. Many are complex and zoned with numerous phases of tantalum-niobium minerals, lithium-bearing minerals and REE-bearing minerals.

The Silverleaf Pegmatite is one of the most historically worked pegmatites and approximately 500 tonnes of rock removed in the 1920’s for test milling for lithium, germanium, rubidium and gallium. It is a zoned complex lithium-bearing pegmatite, with a surface exposure of approximately 80 metres x 45 metres and has been traced for over 168 meters with a maximum thickness of 31 metres. It was the largest Pegmatite reviewed during the 2016 field season. Samples taken from the Lepidolite-Spodumene Zone yielded assays from 1.30% to 2.43% Li2O, 0.15% to 2.08% Rb2O and 104 ppm to 447 ppm Ta2O5. This zone is approximately 50 metres x 20 metres in size and extends into a historic excavated open pit. A sample from the historically mined Spodumene rock pile returned values up to 4.33% Li2O.

The Annie Pegmatite is exposed on surface, for an approximate area of 15 metres x 90 metres. Samples returned assays of 0.10% to 0.64% Li2O and 0.21% to 0.81% Rb2O. Other Pegmatites returned elevated levels of Lithium. Due to the zoned nature of some of the Pegmatites, additional Lithium-rich zones may exist that are not exposed on surface.

Figure 20: New Age Metals Lithium Project Location Map.

Historically the Lithium One Project area is known for the presence of numerous surface Pegmatites of various dimensions and compositions.

The Silverleaf Pegmatite is a zoned complex Lithium-bearing Pegmatite with a surface exposure of approximately 80 metres x 45 metres. The Pegmatite is exposed in the northeast and strikes under cover to the southwest. Samples taken from the Lepidolite-Spodumene Zone yielded assays from 1.81% to 4.09% Li2O and 0.63% to 6.11% Rb2O.

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Figure 21:Historical Pegmatite Location Map – Northern Portion, Lithium One Project

This zone is approximately 50 metres x 20 metres in size and extends into a historic excavated open pit. The historic open pit area originates from the late 1920s, when a bulk sample of Spodumene was mined from the southwest side of the Silverleaf Pegmatite. Large scale mining operations were not undertaken at that time. The area has seen sporadic exploration activity with focus on base metals and tantalum with minor exploration for Lithium.

In an effort to check the purity of the Spodumene, a sample of Spodumene blades was sampled from the Silverleaf Pegmatite. This sample yielded an assay of 8.76 % Li2O. A review of Spodumene mineral data at the Webmineral website indicates that Spodumene crystal can (http://webmineral.com/data/Spodumene.shtml#.W-ShltVKipo) have a Lithium content from 3.73 to 8.03% Li2O. This would tend to indicate that the Spodumene crystals present at the Silverleaf Pegmatite are of a very high Lithium content.

The Spodumene blades at the surface of the Silverleaf Pegmatite can reach a length of up to 40 centimeters and a width of 10 centimeters. The Spodumene blades are surrounded by Lithium bearing purple micas (Lepidolite).

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Figure 22:Pegmatite map of the Lithium One Project

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Figure 23:Geological mapping of the Silverleaf Pegmatite, Lithium One Project. In geological terms, the Silverleaf Pegmatite encountered on the Lithium One Project is a LCT Type (Lithium-Cesium-Tantalum) pegmatite

Table 11 : 2018 Samples from the Silverleaf Pegmatite

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QA/QC Protocol

All samples were analyzed at the Activation Laboratories facility, in Ancaster, Ontario. Samples were prepared, using the lab’s Code RX1 procedure. Samples are crushed, up to 95% passing through a 10 mesh, riffle split, and then pulverized, with mild steel, to 95%, passing 105 μm. Analyses were completed, using the lab’s Ultratrace 7 Package; a Sodium Peroxide Fusion which allows for total metal recovery and is effective for analysis of Sulphides and refractory minerals. Assay analyses are carried out, using ICP‐OES and ICP‐MS instrumentation. New Age Metals implemented a QA/QC field program with insertion of blanks at regular intervals. Activation Laboratories has their own internal QA/QC procedures that it carries out for all sample batches.

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Figure 24:Spodumene – Lepidolite Zone, Silverleaf Pegmatite, Lithium One Project

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Figure 25: Spodumene Blades – Lithium One Project – Silverleaf Pegmatite

2020 Lithium One Exploration Program;

On January 12, 2021 NAM announces results from the surface prospecting activities at its 100% owned Lithium One Project near Lac du Bonnet, Manitoba. The project was co-funded by the Manitoba Chamber of Commerce’s administered Manitoba Mineral Development Fund (MMDF). Work completed on the Property in the fall months of 2020 consisted of field rock sampling and geological mapping. Reported herein are the assay results for grab samples testing the Silverleaf Pegmatite, Greer Lake Quarry, and other locations on the Lithium One Project.

Table 12 shows 2020 Silverleaf assay result highlights from grab samples.

Sample	Li2O(%)	Rb2O(%)	Cs2O(%)
171878	0.03	0.13	0.00
171879	3.12	0.15	0.02
171880	0.15	0.11	0.00
171881	0.05	0.02	0.00
171882	1.43	1.06	0.08
171883	2.06	0.87	0.06
171886	1.40	0.47	0.05
171887	2.39	1.81	0.26
171888	2.82	2.15	0.31
171889	0.16	0.17	0.01
171890	1.93	0.49	0.04

Mineral prospecting activities in the fall of 2020 focused on Silverleaf Zone and Greer Lake Quarry. The purpose of the field work was to examine possible extensions of the Silverleaf Pegmatite and the Greer Lake Pegmatite Quarry. A total of 75 field samples were collected.

Decreasing water levels around the Silverleaf lithium showing have exposed newer outcrops of the Silverleaf mineralization, thus widening and lengthening the known surface extent of the Silverleaf Pegmatite (Figure 26). Geological mapping at the Silverleaf Pegmatite infers that the pegmatite has a southwest shallow dipping plunge. The exposed surface area of the lithium showing now measures 40 meters wide in plan-view and over 100 meters in strike length. The showing remains open to the northwest and southeast with potential of extension under the wetland and/or host mafic volcanic country rock. Drilling was recommended to confirm strike and depth continuity.

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Figure 26:Silverleaf Pegmatite Showing and potential continuity.

At the Greer Lake feldspar quarry, grab sampling returned anomalous assays up to 0.13% Li2O and 0.38% Rb2O. The brief field review of the pegmatites on the southern portion of the property yielded low levels of lithium from the field samples but were interesting enough to suggest that there may be potential to discover more lithium rich sections. Further surface exploration is recommended for the southern region. Mapping of the quarry for its mineral potential confirms the area requires additional prospecting to confirm if other pegmatites in the direct area are of the favored Lithium-Cesium-Tantalum (LCT) pegmatite variety and if there are lithium rich zones within the current quarry excavation (Figure 27).

On April 6[th] 2021 NAM announced that a Drone Magnetic Survey is being initiated on it’s Lithium Projects in SE Manitoba through their wholly owned subsidiary, Lithium Canada Development.

The UAV-Borne Magnetometry survey being used by EarthEx is the highest resolution drone magnetics system on the market today. EarthEx is a Manitoba-based geophysical consulting company. Daniel Card, Chief Geophysicist and President of EarthEx said “We are excited to be working with such a highly reputable company as New Age Metals, in this prolific pegmatite district, providing services which will accelerate the path to new discoveries.” The EarthEx airborne magnetic geophysical survey technology will be used to further define future drill targets for the Company’s Lithium Two, Lithman West and Cat Lake Lithium Projects, Figure 28.

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Figure 27:Greer Lake Quarry Grab Sampling with Assay Highlights

5.2.2 LITHIUM TWO PROJECT

The Lithium Two Project is located north of Cat Lake, approximately 145 kilometers (90 miles) northeast of Winnipeg, Manitoba (Canada) and 22 kilometers north of the Tanco Mine Site. Ge ologically, the project is situated in the Cat Lake portion of the Cat Lake Winnipeg River Pegm atite Field.

The Winnipeg River Pegmatite Field hosts the World Class Tanco Pegmatite, which has been mined since 1969 at the Tanco Mine Site. At one time, the Tanco Mine was North America’s only producer of Spodumene (a primary lithium mineral). The project has excellent access via a major gravel covered provincial highway in the project area.

The Project consists of 137 hectares located 20 kilometers north of the Tanco Pegmatite. Lithium Two is owned by New Age Metals and contains 3 pegmatites known to date.

The Eagle Pegmatites is exposed on surface and was last drilled in 1948. At that time, it was indicated that it remains open to depth and along strike. A historic tonnage of 544,460 tonnes of 1.4% Li2O (source: Manitoba Mineral Index Cards) was reported in 1948. This amount has not been confirmed by a qualified person at this time. This is a historic estimation and is not NI 43101 compliant. The Eagle Pegmatite has been reported to be exposed at surface as a series of lenticular Spodumene-bearing Dykes, over a distance of about 823 metres. Surface sampling has yielded assays up to 3.8% Li2O. The other pegmatites on the project have not been drill tested.

The F.D. No. 5 Pegmatite is exposed over an area of 15 metres. The best surface assay was 2.08% Li2O, over a 1.5 m chip sample. The Pegmatite has not previously been drill tested.

The Lithium content over each of the sampled Pegmatites is extremely positive. In addition, Tantalum, Cesium and Rubidium contents are enriched, as expected, for a Lithium-CesiumTantalum (LCT) Type Pegmatite. LCT Type Pegmatites are the deposit types sought after, in Lithium Exploration. The Tanco Pegmatite is a LCT Type Pegmatite.

Figure 28: Geology of the Lithium Two Project, SE Manitoba

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5.2.3. LITHMAN WEST PROJECT

This project is situated on strike and to the west of the Tanco Pegmatite deposit. Project consists of 3,385 hectares located 12.5 kilometers west of the Tanco Pegmatite. Project is 100% owned by New Age Metals and was previously explored by the Tantalum Mining Corp of Canada in their exploration for Tantalum.

While compiling the historic geological data for the project areas, several untested geochemical targets were identified. None of the historic work has been verified with a NI-43-101, and therefore is considered non-compliant. The mineral claims were previously held by the Tantalum Mining Corporation of Canada (Tanco), which carried out rock and soil geochemistry in 1977 and between 1999 and 2007. Soil and rock samples were collected at 25 metre intervals on gridlines 100 metres apart. Most of the historic work focused on the northern portion of the Lithman West Project area, with soil geochemistry completed over most of the project area. Soil samples were analyzed using the Enzyme Leach technique at Activation Laboratory. The lithogeochemistry targets are identified based on enrichment of Lithium, Rubidium and Cesium in host rocks. When pegmatites are emplaced, metasomatic fluids enrich the host country rocks in Lithium, Rubidium and Cesium. The metasomatic enrichment of the host rocks in the case of Lithium can occur up to 100 metres away from the pegmatites, whereas Rubidium and Cesium have smaller metasomatic aureoles. Using the three elements (Li+Rb+Cs) in conjunction and statistically determining background based on rock type, the identification of anomalous and highly anomalous rock types can be used to generate the litho-geochemical targets. This was Tanco’s procedure with regards to litho-geochemistry and all their historical exploration data are available in assessment files at the Manitoba Mines Branch.

All litho-geochemical anomalies appear to be oriented East-West, which is the general orientation of other lithium-bearing pegmatites in the Winnipeg River-Cat Lake Pegmatite Field. Six Li+Rb+Cs litho-geochemical anomalies are recognized from compilation of historical assessment files on the Lithman West Project. Litho-geochemistry has only been carried out on the northern portion of the project area by previous explorers. Four of the litho-geochemical anomaly targets have been defined to be approximately 150 metres to 200 metres long and 25 metres to 50 metres wide. These targets appear not to have been drill tested. The two largest of the litho-geochemical anomalies is the Krista’s Pond Anomaly and Bernes Bay Anomaly. The Krista’s Pond Anomaly is tear-drop shaped and approximately 1200 metres long and 150 metres maximum width. This anomaly has not been drill tested, even though it appears to be a moderate to strong litho-geochemical target. The Bernes Bay anomaly on the project area is approximately 1000 metres long by 1500 metres wide. Previous work indicates that this anomaly extends eastward to the westernmost bay of Bernic Lake. This anomaly was considered to be a high priority target in 1977 and was tested with three shallow drill holes.

Seven soil Enzyme Leach anomalies have been defined from compilation of past Tanco exploration work (Figure 29). These anomalies are varying shapes and sizes. Areas where the soil and rock geochemistry overlap or nearly overlap are considered to be the highest priorities for follow-up drilling.

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Figure 29: Historic Rock (Li+Rb+Cs) Geochemical Anomalies – Lithman West Project

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Figure 30: Historic Soil (Enzyme Leach) Geochemical Anomalies – Lithman West Project

A diamond drill program has been recommended to be carried out in order to drill test the soil and rock geochemical anomalies (Figures 29 and 30). These are drill ready targets based on the historic geological exploration. In addition, it was recommended that follow-up geological work be carried out over the anomalies and that rock litho-geochemistry be completed on the southern portion of the project area.

NAM has four more Lithium projects in the Winnipeg River-Cat Lake Pegmatite Field of Southeast Manitoba.

During the year ended 30 April, 2021, a write off of $13,479 (2020: $Nil) was recognized as the Company decided not to continue with certain claims of the property.

5.2.4. LITHMAN EAST, LITHMAN EAST EXTENSION & LITHMAN NORTH PROJECTS

All projects were staked to cover numerous surface pegmatites and pegmatitic granites. The projects cover portions of the Bernic Lake Pegmatite Group (hosts the Tanco Pegmatite as well as a few other Lithium Rich Pegmatites) Rush Lake Pegmatite Group, Birse Lake Pegmatite Group and the Axial Pegmatite Group.

Presently these claims are being explored with drone geophysics, surface mapping, sampling and prospecting.

5.2.5. CAT LAKE LITHIUM PROJECT

Newest project staked. Drone geophysics were completed in 2021. Surface exploration is being planned. The Project is situated north and adjacent to the Lithium Two Project which contains known surface Lithium-bearing Pegmatites.

On 11 January 2018, the Company entered into an option agreement with Azincourt Energy Corp. (“Azincourt”) amended on 10 July 2018 which allows for Azincourt to acquire either 50%, 60% or 100% interest in the Five Lithium Projects. Once Azincourt has acquired 60% interest in the Five Lithium Projects, the Company has a period of 90 days to enter into a joint venture arrangement with Azincourt for the development of the Five Lithium Projects. If the Company does not elect to form a joint venture, Azincourt has the right to acquire the remaining 40% interest in the Five Lithium Projects.

As consideration for the initial 50% interest, Azincourt will make cash payments and issue shares to the Company per the following schedule:

Cash payments (i) $50,000 on the closing date (received); (ii) $50,000 on or before 6 months from the closing date (received); (iii) $50,000 on or before the 1-year anniversary of the closing date; and (iv) $50,000 on or before 18 months from the closing date.
Share payments (i) 250,000 shares of Azincourt on the closing date (received); (ii) 750,000 shares of Azincourt on or before 15 August 2018 (received); (iii) 250,000 shares of Azincourt on or before the 1-year anniversary of the closing date; (iv) 250,000 shares of Azincourt on or before the 2-year anniversary of the closing date; and
(v) 250,000 shares of Azincourt on or before the 3-year anniversary of the closing date.

Azincourt will expend a minimum of $2,850,000 of exploration expenditures per the following schedule:

(i) $600,000 on or before the 1-year anniversary of the closing date ($210,000 received);
(ii) $600,000 on or before the 2-year anniversary of the closing date; and (iii) $1,650,000 on or before the 3-year anniversary of the closing date.

The closing date is five business days following TSX approval on 23 January 2018.

Under the terms of the agreement Azincourt has agreed to pay the Company a 2% net smelter royalty return on each one of the Five Lithium Properties. The parties acknowledge the existing 1% royalty on lithium 1 to a cap of 250,000 Canadian dollars.

At any time following the initial option being exercised, Azincourt has the right to acquire an additional 10% in the Five Lithium Projects by issuing 1,000,000 shares to the Company within 10 business days of committing to earn the additional 10%, for a total of 60% interest; and incur additional exploration expenditure of $750,000 on or before 31 October 2021.

Once Azincourt has earned their 60%, it will provide a 90-day notice to the Company in regards to the Company’s option to enter into a joint venture agreement to fund 40% of the project. In the event the Company declines to exercise its option, Azincourt has a final option to acquire 100% interest in the Five Lithium Projects by issuing 1,000,000 shares to the Company within 10 business days of its commitment, and incur additional exploration expenditures of $1,000,000 on or before 31 October 2022.

All securities issued in connection with the property option will be subject to a four-month-and one-day statutory hold period. The Five Lithium Projects option remains subject to a number of conditions, including negotiation of definitive agreements, approval of the TSX Venture Exchange, and such other conditions as are customary in transactions of this nature.

The Company will serve as the Field Manager of the technical program during the Option Period.

The agreement covers the Lithium One, Lithium Two, Lithman West, Lithman East and Lithman North projects. The land package included in this agreement represents one of the largest mineral claim holdings for Lithium Projects in the Winnipeg River Pegmatite Field with claims covering over 6000 hectares. This represents approximately 64 square kilometres of mineral claim coverage.

During the year ended 30 April 2020, Azincourt defaulted on the option agreement and as a result the option agreement was terminated.

5.3 Alaska Genesis Project, Alaska

On 17 April 2018, the Company entered into an option agreement with Anglo Alaska Gold Corp. (“Anglo”) to acquire 100% interest in certain mineral claims in the State of Alaska.

The Company will pay the following cash consideration to Anglo:

(i) $30,000 on the closing date (paid); (ii) $30,000 on or before the 1-year anniversary of the closing date (paid);

(iii) $30,000 on or before the 2-year anniversary of the closing date (paid); and

(iv) $30,000 on or before the 3-year anniversary of the closing date. (paid)

The Company will also issue commons shares of the Company to Anglo per the following schedule:

(i) 200,000 shares on the closing date (issued) (Notes 11 and 17); (ii) 200,000 shares on or before the 1-year (issued) anniversary of the closing date; (iii) 200,000 shares on or before the 2-year (issued) anniversary of the closing date; and (iv) 200,000 shares on or before the 3-year (issued) anniversary of the closing date.

The closing date is five business days following TSX approval on 20 April 2018.

The Company must complete the following filings and payments:

(i) Annual payment to the State of Alaska for mining claim rentals of $8,960, due each year between 1 September and 30 November during which the agreement is in effect.
(ii) Filing annual Affidavits of Annual Labor with the State of Alaska Recorder’s office for the Valdez and Chitina Recording Districts.
(iii) Filing, maintaining, and closing any and all permits required by the State of Alaska and /or Federal regulatory agencies.
(iv) Conduct qualifies on-ground work as require by the State of Alaska.
In year one of the agreement, the Company has the obligation to complete either (i) or (ii) as follows:
(i) Spend a maximum of $10,000 to have Avalon Development Corp. update all previous data and geological information and reports on the property before 15 July 2018 (incurred).
(ii) Spend a minimum of $25,000 to upgrade current property information and complete confirmation sampling on the property, resulting in a final report.

==> picture [360 x 267] intentionally omitted <==

Figure 31: Genesis PGM-Cu-Ni Project Location Map

QUALIFIED PERSON STATEMENT

“Project Overview” section of this report has been reviewed and approved for technical content by Ali Alizadeh MSc. P.Geo, Senior Geologist Advisor of NAM and a Qualified Person under the provisions of NI 43-101.

SELECTED ANNUAL AND QUARTERLY FINANCIAL INFORMATION

Unless otherwise noted, all currency amounts are stated in Canadian dollars. The following table summarizes selected financial data for NAM for each of the three most recently completed financial years. These information set forth below should be read in conjunction with the consolidated audited financial statements, prepared in accordance with IFRS, and related notes.

Total revenues General and administrative expenses Exploration and evaluation properties cash costs incurred Loss before other items in total Net loss Net Loss per share – Basic & fully diluted Totals assets Total long term liabilities Cash dividends declared per share		YearsEnded 30April(audited)
		2021 2020 2019
		$ - $ - $ - 937,066 618,182 1,274,982 601,538 548,893 931,101 937,066 618,182 1,274,982 719,401 631,475 1,306,742 (0.006) (0.006) (0.015) 12,862,047 4,721,608 3,135,392 - - - Nil Nil Nil

The following selected financial information is derived from the unaudited interim consolidated financial statements of the Company. The figures have been prepared in accordance with IFRS.

	For the Quarters Ended (unaudited)	For the Quarters Ended (unaudited)	For the Quarters Ended (unaudited)	For the Quarters Ended (unaudited)	For the Quarters Ended (unaudited)	For the Quarters Ended (unaudited)	For the Quarters Ended (unaudited)	For the Quarters Ended (unaudited)
	30 Apr	31 Jan	31 Oct	31 Jul	30 Apr	31 Jan	31 Oct	31 Jul
	2021	2021	2020	2020	2020	2020	2019	2019
Total revenues	-	-	-	-	-	-	-	-
Net income (loss)	(332,595)	(104,032)	(321,526)	38,752	(315,027)	(168,795)	(17,631)	(154,655)
Net income (loss) per share	(0.003)	(0.000)	(0.002)	0.000	(0.003)	(0.002)	(0.000)	(0.002)
Total assets	12,862,047	4,451,977	4,544,656	4,902,229	4,721,608	3,040,498	3,059,348	2,866,118

6. RESULTS OF OPERATIONS

The year ended 30 April 2021 resulted in loss from operations of $719,401 which compares to $631,475 for the same period in 2020. The increase in loss of $87,926 was mainly attributable to net effect of the following:

Increase of $101,417 in Consulting fees. $168,525 for the year ended 30 April 2021 compared to $67,108 for the same period in 2020.
Decrease of $13,819 in Depreciation, $46,560 for the year ended 30 April 2021 compared to $32,741 for the same period in 2020.
Increase of $5,837 in Insurance, licenses and fees, $30,471 for the year ended 30 April 2021 compared to $24,637 for the same period in 2020.
Increase of $9,185 in Legal, $9,185 for the year ended 30 April 2021 compared to $Nil for the same period in 2020.

Decrease of $9,992 in Management fees, $145,667 for the year ended 30 April 2021 compared to $135,675 for the same period in 2020.
Increase of $89,263 in Marketing and communications, $259,361 for the year ended 30 April 2021 compared to $170,098 for the same period in 2020.
Increase of $1,914 in Office and miscellaneous, $38,132 for the year ended 30 April 2021 compared to $36,218 for the same period in 2020.
Increase of $15,803 in Rent, $3,372 for the year ended 30 April 2021 compared to $12,431recovery for the same period in 2020.
Increase of $73,039 in Share-based payments, $126,253 for the year ended 30 April 2021 compared to $53,214 for the same period in 2020.
Increase of $2,913 in Telephone and utilities, $11,412 for the year ended 30 April 2021 compared to $8,499 for the same period in 2020.
Increase of $3,845 in Transfer agent and regulatory fees, $59,865 for the year ended 30 April 2021 compared to $56,020 for the same period in 2020.
Decrease of $8,831 in Travel, lodging and food, $14,951 for the year ended 30 April 2021 compared to $23,782 for the same period in 2020.
Increase of $58,431 in Income on short term investments, $405 for the year ended 30 April 2021 compared to $58,026 - loss for the same period in 2020.
Increase of $5,150 in Interest income, $17,214 for the year ended 30 April 2021 compared to $12,064 for the same period in 2020.
Decrease of $2,584 in Finance cost, $2,426 for the year ended 30 April 2021 compared to $5,010 for the same period in 2020.
Decrease of $103,411 in Unrealized gain on short term investments, $129,178 for the year ended 30 April 2021 compared to $25,767 for the same period in 2020.
Increase of $74,816 in Reversal of Flow-through premium, $86,983 for the year ended 30 April 2021 compared to $12,167 for the same period in 2020.
Increase of $13,479 in Write off of exploration and evaluation properties, $13,479 for the year ended 30 April 2021 compared to $Nil for the same period in 2020.

7. LIQUIDITY, CAPITAL RESOURCES AND CAPITAL RISK MANAGEMENT

During the year ended 30 April 2021, the Company’s working capital, defined as current assets less current liabilities, was $9,215,073 compared with working capital of $1,955,233 as at 30 April 2020. The Company has a total of 197,110,752 common shares issued and outstanding as at year ended 30 April 2021 (2020: 137,347,966). The Company has a portfolio of investments with a book value of $970,422 and a market value of $237,197 as at year ended 30 April 2021.

The Company’s objectives are to safeguard the Company’s ability to continue as a going concern in order to support the Company’s normal operating requirements, continue the development and exploration of its mineral properties.

The Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for general administration costs, the Company may issue new shares, issue new debt, acquire or dispose of assets or adjust the amount of cash and cash equivalents. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

The Company is not subject to any externally imposed capital requirements. There were no significant changes in the Company’s approach or the Company’s objectives and policies for managing its capital.

8. CONTRACTUAL COMMITMENTS

Effective 1 April 2016, the Company is committed to paying a monthly management fee of $5,000 per month to a related party for a term of five years termination on 31 March 2021 amended on 1 June 2018 to pay $10,000 per month.

Effective 1 September 2016, the Company is committed to paying monthly rent of $3,000 per month to a related party for a term of 60 months terminating on 31 August 2021.

As at 30 April 2021, the Company has $Nil remaining to be spent on qualifying Canadian exploration expenditures under the terms of the flow-through share agreements.

The Company’s exploration and evaluation activities are subject to various Canadian federal and provincial laws and regulations governing the protection of the government. These laws and regulations are continually changing and generally becoming more restrictive. The Company conducts its operations so as to protect public health and the environment and believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

The Company owns various exploration and evaluation properties. Management does not consider that any amounts related to decommissioning liabilities are payable although there is no assurance that a formal claim will not be made against the Company for some or all of these obligations in the future.

The Company entered into an advertising agreement with AGORA Internet Relations Corp. (“Agora”) where the Company will pay Agora a total of $60,000 in shares for services beginning 10 March, 2020 and ending 31 March, 2021 per the following schedule:

$12,000 in shares for services upon commencement 10 March, 2020 for initial setup (issued)
$12,000 in shares for services by 10 June, 2020 (issued)
$12,000 in shares for services by 10 September, 2020 (issued)
$12,000 in shares for services by 10 December, 2020 (issued)
$12,000 in shares for services by 10 March, 2021 (issued)

9. CONTINGENCIES

As at 30 April 2021 the Company owns various exploration and evaluation properties. Management does not consider that any amounts related to decommissioning liabilities are payable although there is no assurance that a formal claim will not be made against the Company for some or all of these obligations in the future.

The Company has indemnified the subscribers of flow-through shares of the Company issued in the current and prior years against any tax related amounts that may become payable as a result of the Company not making eligible expenditures.

10. OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

11. CRITICAL ACCOUNTING ESTIMATES

The preparation of the Company’s consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the consolidated financial statements and reported amounts of income and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.

Areas requiring a significant degree of estimation and judgment relate to the fair value measurements for financial instruments and share-based payments, the recognition and valuation of provisions for decommissioning liabilities, the carrying value of exploration and evaluation properties, the valuation of all liability and equity instruments including warrants and stock options, the recoverability and measurement of deferred tax assets and liabilities and ability to continue as a going concern. Actual results may differ from those estimates and judgments.

Determining if there are any facts and circumstances indicating impairment loss or reversal of impairment losses are a subjective process involving judgment and a number of estimates and interpretations in many cases.

Determining whether to test for impairment of mineral exploration properties and deferred exploration assets requires management’s judgment regarding the following factors, among others: the period for which the entity has the right to explore in the specific area has expired or will expire in the near future, and is not expected to be renewed; substantive expenditure on further exploration and evaluation of mineral resources in a specific area is neither budgeted nor planned; exploration for and evaluation of mineral resources in a specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; or sufficient data exists to indicate that, although a development in a specific area is likely to proceed, the carrying amounts of the exploration assets are unlikely to be recovered in full from successful development or by sale.

When an indication of impairment loss or a reversal of an impairment loss exists, the recoverable amount of the individual asset must be estimated. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash-generating unit to which the asset belongs must be determined. Identifying the cash-generating units requires management judgment. In testing an individual asset or cash-generating unit for impairment and identifying a reversal of impairment losses, management estimates the recoverable amount of the asset or the cash-generating unit. This requires management to make several assumptions as to future events or circumstances. These assumptions and estimates are subject to change if new information becomes available. Actual results with respect to impairment losses or reversals of impairment losses could differ in such a situation and significant adjustments to the Company’s assets and earnings may occur during the next period.

The Company allocates values to share capital and to warrants according to their fair value using the proportional method when the two are issued together as a unit. The Company uses the binomial valuation model to determine the fair value of warrants issued.

These consolidated financial statements have been prepared on a basis which assumes the Company will continue to operate for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. In assessing whether this assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period. This assessment is based upon planned actions that may or may not occur for a number of reasons including the Company’s own resources and external market conditions.

A detailed summary of all of the Company’s significant accounting policies is included in Note 3 to the consolidated financial statements for the year ended 30 April 2021.

12. GOVERNMENT LAWS, REGULATION & PERMITTING

Mining and exploration activities of the Company are subject to both domestic and foreign laws and regulations governing prospecting, development, production, taxes, labour standards, occupational health, mine safety, waste disposal, toxic substances, the environment and other matters. Although the Company believes that all exploration activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail production or development. Amendments to current laws and regulations governing the operations and activities of the Company or more stringent implementation thereof could have a substantial adverse impact on the Company.

The operations of the Company will require licenses and permits from various governmental authorities to carry out exploration and development at its projects. There can be no assurance that the Company will be able to obtain the necessary licences and permits on acceptable terms, in a timely manner or at all. Any failure to comply with permits and applicable laws and regulations, even if inadvertent, could result in the interruption or closure of operations or material fines, penalties or other liabilities.

13. ESTIMATES OF MINERAL RESOURCES

The mineral resource estimates contained in this MD&A are estimates only and no assurance can be given that any particular level of recovery of minerals will in fact be realized or that an identified resource will ever qualify as a commercially mineable (or viable) deposit which can be legally or commercially exploited. In addition, the grade of mineralization ultimately mined may differ from that indicated by drilling results and such differences could be material.

If the Company’s exploration programs are successful, additional funds will be required in order to complete the development of its properties. There is no assurance that the Company will be successful in raising sufficient funds to meet its obligation or to complete all of the currently proposed exploration programs. If the Company does not raise the necessary capital to meet its obligations under current contractual obligations, the Company may have to forfeit its interest in properties or prospects earned or assumed under such contracts.

14. KEY MANAGEMENT AND COMPETITION

The success of the Company will be largely dependent upon the performance of its key officers, consultants and employees. Locating mineral deposits depends on a number of factors, not the least of

which is the technical skill of the exploration personnel involved. The success of the Company is largely dependent on the performance of its key individuals. Failure to retain key individuals or to attract or retain additional key individuals with necessary skills could have a materially adverse impact upon the Company’s success.

The mining industry is intensely competitive in all of its phases, and the Company competes with many companies possessing greater financial resources and technical facilities than itself with respect to the discovery and acquisition of interests in mineral properties, the recruitment and retention of qualified employees and other persons to carry out its mineral exploration activities. Competition in the mining industry could adversely affect the Company’s prospects for mineral exploration in the future.

15. TITLE TO PROPERTIES

Acquisition of rights to the mineral properties is a very detailed and time-consuming process. Title to, and the area of, mineral properties may be disputed. Although the Company has investigated the title to all of the properties for which it holds concessions or other mineral leases or licenses or in respect of which it has a right to earn an interest, the Company cannot give an assurance that title to such properties will not be challenged or impugned.

16. COMMODITY PRICES

The profitability of the Company’s operations will be dependent upon the market price of mineral commodities. Mineral prices fluctuate widely and are affected by numerous factors beyond the control of the Company. The prices of mineral commodities have fluctuated widely in recent years. Current and future price declines could cause commercial production to be impracticable. The Company’s revenues and earnings also could be affected by the prices of other commodities such as fuel and other consumable items, although to a lesser extent than by the price of copper or gold.

17. FINANCIAL INSTRUMENTS

The Company adopted all of the requirements of IFRS 9 Financial Instruments on May 1, 2020. IFRS 9 replaces IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 utilizes a revised model for recognition and measurement of financial instruments in a single, forward-looking “expected loss” impairment model.

The following is the Company’s new accounting policy for financial instruments under IFRS 9:

Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

The Company’s financial instruments consist of cash and cash equivalents, amounts receivable, advances and deposits, available-for-sale securities, share purchase warrants, trade payables and due to related parties.

Fair Values

As at 30 April 2021	Level 1	Level 2	Level 3	Total
Financial assets at fair value Cash and cash equivalents Short-term investments–Shares	$ 8,644,623 237,197	$ - -	- -	$ 8,644,623 237,197
Total financial assets at fair value
	8,881,820	-	-	8,881,820

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises primarily from the Company’s cash and cash equivalents and amounts receivable. The Company manages its credit risk relating to cash and cash equivalents by dealing with only with highly-rated financial institutions. For the year ended 30 April 2021, amounts receivable was mainly comprised of Goods and Services Tax/Harmonized Sales Tax receivable and other receivables from related parties.

Currency Risk

For the year ended 30 April 2021, the Company’s operations were mainly in Canada. The Company considers its currency risk to be insignificant.

Liquidity Risk

Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they become due. The Company’s liquidity and operating results may be adversely affected if its access to the capital market is hindered. The Company has no source of revenue and has obligations meet its administrative overheads, maintain its mineral investments and to settle amounts payable to its creditors. The Company has been successful in raising equity financing in the past; however, there is no assurance that it will be able to do so in the future. As at 30 April 2021, the Company had working capital of $9,215,073 (2020: $1,955,233).

Other risks

Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest rate risk and commodity price risk arising from financial instruments.

18. RELATED PARTY TRANSACTIONS

The remuneration of directors and other members of key management were as follows:

30 April	2021	2020
Short-term benefits – management and consulting fees Share-based payments	$	$ 206,106 26,207

	263,769
	82,064
Total key managementpersonnel compensation		232,713
	260,174

The assets and liabilities of the Company include the following amounts due from/to related parties:

As at 30 April	2021	2020
El Nino	$	$ 21,866

	-
Total amount due from related parties (Note 6)	-	21,866
Chief Executive Officer Director CFO		4,354 - 513

	-
	-
	-
Total amount due to relatedparties		4,867
	-

Related party expenses are summarized as follows:

Year ended 30 April	2021	2020
Shared office and consulting fees recoveries from El Nino Rent expense before shared office recoveries to the CEO Shared office expenses from 3699030 Canada Inc. (Note 19) Rent expense before shared office recoveries to 3699030 Canada Inc. Consulting fees to the Chief Financial Officer (“CFO”) Management fees to Canadian Gravity Recovery Inc. (“CGR”) (Note 19) Consulting fees to 873285 BC Ltd. Share-based payments Management/consulting fees capitalized in exploration costs	$	$ (176,606) 7,519 500 40,119 42,000 120,000 25,374 26,607 10,500
	(76,952)
	7,749
	8,849
	36,000
	42,000
	120,000
	24,000
	82,064
	-
Total relatedparty expenditures		96,013
	295,812

All related party transactions are in the normal course of operations and measured at the exchange amount agreed to between the related parties.

19. OUTSTANDING SHARE DATA

The Company is authorized to issue unlimited common shares without par value. As at 30 April 2021, there were 137,347,966 issued and outstanding common shares (2020: 137,347,966).

Share Purchase Options

Directors, officers, employees and contractors are granted options to purchase common shares under the Company stock option plan. The terms and outstanding balance are disclosed in the table below:

Number outstanding 30 April 2020	Granted	Exercised	Expired	Cancelled	Number outstanding 30 April 2021	Exercise price per share	Expiry date
333,333	-	-	333,333	-	-	$0.15	18 September 2020
1,125,000	-	-	-	100,000	1,025,000	$0.21	15 July2021
2,675,000	-	-	-	200,000	2,475,000	$0.14	19 June 2022
150,000	-	-	-	-	150,000	$0.14	11 April 2023
100,000	-	-	-	-	100,000	$0.12	20 June 2023
100,000	-	100,000	-	-	-	$0.12	30 October 2023
1,400,000	-	200,000	-	100,000	1,100,000	$0.05	24 October 2024
-	2,000,000	50,000	-	-	1,950,000	$0.10	30 July2025
5,883,333	2,000,000	350,000	333,333	400,000	6,800,000

20. DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported on a timely basis to senior management, so that appropriate decisions can be made regarding public disclosure. As at the end of the period covered by this management’s discussion and analysis, management has evaluated the effectiveness of the Company’s disclosure controls and procedures as required by Canadian securities laws.

Based on the evaluation of the disclosure controls performed to date, the Company is determined to strengthen internal controls over financial reporting. Management has engaged the services of an additional external accounting firm to obtain more specific and detailed advice as to increasing the effectiveness of the Company’s internal control.

21. INTERNAL CONTROLS AND PROCEDURES

Internal controls and procedures are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with the IFRS. As at the end of the period covered by this management’s discussion and analysis, management had designed and implemented internal controls and procedures as required by Canadian securities laws.

The Company has evaluated the design of its internal controls and procedures over financial reporting for the year ended 30 April 2021. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Management continues to review and refine its internal controls and procedures.

22. RISKS AND UNCERTAINTIES

The mineral industry is intensely competitive in all its phases. The Company competes with many other companies who have greater financial resources and experience. The market price of precious metals and other minerals is volatile and cannot be controlled. Exploration for minerals is a speculative venture. There is no certainty that the money spent on exploration and development will result in the discovery of an economic ore body.

The Company’s activities outside of Canada make it subject to foreign currency fluctuations and this may materially affect its financial position and results.

The Company has limited financial resources, no source of operating cash flows and no assurances that sufficient funding, including adequate financing, will be available to conduct further exploration and development of its projects or to fulfill its obligations under the terms of any option or joint venture agreements. If the Company’s generative exploration programs are successful, additional funds will be required for development of one or more projects. Failure to obtain additional financing could result in the delay or indefinite postponement of further exploration and development or the possible loss of the Company’s properties.

23. NEW PROJECT ACQUISITION PROGRAM

The Company is reviewing properties for acquisition on an ongoing basis.

24. SUBSEQUENT EVENTS

On 10 June 2021, the Company granted 1,900,000 stock options to directors, officers, and consultants of the Company to purchase up to 1,900,000 shares at an exercise price of $0.18 per share for a period of five years from the date of grant.

On 10 June 2021, extended the expiry date of 983,331 stock options originally granted to directors, officers and consultants of the Company on July 15, 2016. The expiry date was extended from July 15, 2021 to July 15, 2026. The exercise price of $0.21 per share will remain the same.

AI assistant

New Age Metals Inc. — Management Reports 2021

44575_rns_2021-07-16_f373add6-89db-4226-b699-ccac213993d7.pdf

MANAGEMENT DISCUSSION AND ANALYSIS

FOR