New Break Resources Ltd. — Management Reports 2022

Dec 31, 2022

Management's Discussion and Analysis of Financial Condition and Results of Operations for the nine months ended October 31, 2022

Background

This management discussion and analysis ("MD&A") of the financial position of Gama Explorations Inc. (formerly Crocan Capital Corp.) ("Gama", the "Company" and "us," "our" or "we") and results of its operations for the nine months ended October 31, 2022 is prepared as at December 30, 2022. This MD&A should be read in conjunction with the condensed consolidated interim financial statements and related notes for the nine months ended October 31, 2022 and audited financial statements for the year ended January 31, 2022 and the related notes thereto. These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). All currency amounts are expressed in Canadian dollars, unless otherwise noted.

Forward-Looking Information

This discussion contains "forward‐looking statements" that involve risks and uncertainties. Such forwardlooking statements concern the Company's anticipated results and developments in the Company's operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements also relate to the ability of the Company to obtain all government approvals, permits and third party consents in connection with the Company's exploration and development activities; the Company's ongoing drilling program; the Company's future exploration and capital costs, including the costs and potential impact of complying with existing and proposed environmental laws and regulations; general business and economic conditions; analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Statements concerning mineral resource estimates may also be deemed to constitute forward-looking statements to the extent that they involve estimates of the mineralization that will be encountered if the property is developed. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward looking statements. Such information, although considered to be reasonable by the Company's management at the time of preparation, may prove to be inaccurate and actual results may differ materially from those anticipated in the statements made. This MD&A may contain forward‐looking statements that reflect the Company's current expectations and projections about its future results. When used in this MD&A, words such as "estimate", "intend", "expect", "anticipate" and similar expressions are intended to identify forward‐looking statements, which, by their very nature, are not guarantees of the Company's future operational or financial performance, and are subject to risks and uncertainties and other factors that could cause the Company's actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward‐looking statements. Readers are cautioned not to place undue reliance on these forward‐looking statements, which speak only as of the date of this MD&A or as of the date otherwise specifically indicated herein. Due to risks and uncertainties, including the risks and uncertainties identified above and elsewhere in this MD&A, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward‐looking statements, whether as a result of new information, future events or otherwise.

Such statements reflect our management's current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and known or unknown risks and contingencies. Many factors could cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements.

Company Overview

Gama Explorations Inc. (the "Company") was incorporated under the name Crocan Capital Corp. under the Business Corporations Act (British Columbia) on August 13, 2018. On February 1, 2021, the Company changed its name to Gama Explorations Inc. The Company's head office is located at Suite 2133 – 1177 West Hastings Street, Vancouver, V6E 2K3.

The Company is a mining exploration company engaged in the identification, acquisition, evaluation, and exploration of mineral properties. The Company acquired the option to earn a 100% right, title, and interest in and to a mineral property near Smithers, British Columbia, Canada, referred to as the Big Onion property (the "Big Onion Property"). The Company's objective is to explore, and if warranted, develop the Big Onion Property. The Company will evaluate opportunities to acquire interests in additional exploration stage mineral properties.

The Company is dependent on raising funds through the issuance of shares and/or attracting joint venture partners in order to undertake further exploration to potentially identify mineral resources and resources requiring development of its mineral properties. Management believes that financing is available for earlystage exploration and may be sourced in time to allow the Company to continue its current planned activities in the normal course.

On April 27, 2022, the Company completed a forward split of its shares on the basis of 4 new shares for each one share outstanding (the "Forward Split"), with the exception of 900,000 of the pre-Forward Split common shares issued to Blue Lagoon for the acquisition of the Big Onion Property. Prior to the Forward Split, the Company had 7,542,700 common shares issued and outstanding. Immediately following the Forward Split, the Company had 27,470,800 common shares issued and outstanding. Except where otherwise indicated, all historical share numbers and per share amounts have been adjusted on a retroactive basis to reflect the Forward Split.

On September 16, 2022, the Company entered into a definitive agreement with Tyee Nickel Corp. ("Tyee") and the shareholders of Tyee to acquire all of the issued and outstanding shares of Tyee in exchange for 9,000,000 common shares of the Company. Tyee is a British Columbia incorporated company and the owner of the Tyee Nickel-Copper Project, which is located 130 km north of Havre St. Pierre, Quebec and approximately 12 km north of the Romaine IV Hydroelectric Dam. The claims comprise of a single claim block of 81.46 square kilometers prospective for nickel, copper, and platinum group elements. The transaction closed on September 20, 2022. In connection with the transaction, the Company also issued a finder's fee of 400,000 common shares to an arm's length party and incurred transaction costs of $8,163.

The Company had cash of $1,029,303 as at October 31, 2022, but management cannot provide any assurance that the Company will ultimately achieve profitable operations, become cash flow positive or raise additional equity and/or debt capital. If the Company is unable to raise additional capital in the future, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures. Management is aware, in making its assessment, of material uncertainties related to events or conditions that may cast significant doubt upon the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company is dependent on raising capital through share issuances.

COVID-19

The recent outbreak of the coronavirus, also known as "COVID-19", has spread across the globe and is impacting worldwide economic activity. Conditions surrounding the coronavirus continue to rapidly evolve and government authorities have implemented emergency measures to mitigate the spread of the virus. The outbreak and the related mitigation measures may have an adverse impact on global economic conditions as well as on the Company's business activities. The extent to which the coronavirus may impact the Company's business activities will depend on future developments, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, business disruptions, and the effectiveness of actions taken in Canada and other countries to contain and treat the disease. These events are highly uncertain and as such, the Company cannot determine their financial impact at this time.

Overall Performance

The key factors pertaining to the Company's overall performance for the nine months ended October 31, 2022 are as follows:

The Company had working capital of $1,152,633 as at October 31, 2022 as compared to $404,870 as at January 31, 2022. Working capital increased primarily due the Company completing a private placement during the nine months ended October 31, 2022 for net cash proceeds of $1,264,638 offset by exploration expenditures on the Big Onion and Gatineau Ni-Cu Project properties of $169,671.

The Company had a comprehensive loss of $272,582 and $533,748 for the three and nine months ended October 31, 2022, respectively. Costs incurred primarily consisted of share-based compensation, professional fees, consulting fees and advertising and marketing expenses.

The Company has negative cash flow from operations and its level of operations has been determined by the availability of capital resources. Cash used in operating activities for the nine months ended October 31, 2022 was $641,268.

During the period, the Company used cash of $50,444 in investing activities composed of exploration expenditures on the Big Onion property and the Gatineau Ni-Cu project. The cash outflow from these expenditures was offset by cash assumed from the acquisition of Tyee Nickel Corp.

During the period, the Company's financing activities provided cash of $1,264,638 through a private placement of shares.

Acquisition of Tyee Nickel Corp.

On September 20, 2022, the Company and Tyee Nickel Corp. entered into an acquisition agreement (the "Acquisition Agreement"), whereby the Company would acquire all of the outstanding common shares of Tyee Nickel Corp.

On September 20, 2022 (the "Closing Date"), pursuant to the Acquisition Agreement:

• The Company issued 9,000,000 common shares valued at $0.385 per share for total value of $3,465,000 in exchange for all of the issued and outstanding shares of Tyee immediately prior to the Closing Date. The shares issued as consideration were valued using the closing price per common share of the Company on the Closing Date.
• The Company issued 400,000 common shares as finder's fees in connection with the introduction of the parties and subsequent execution of the Acquisition Agreement. The common shares were

valued at $154,000 or $0.385 per common share which was the closing price per common share of the Company on the Closing Date.

The Acquisition was determined to be an asset acquisition per IFRS 3 as no substantive processes were transferred to the Company. In connection with the Acquisition, the Company incurred additional transaction costs of $8,163 composed of legal fees.

Consideration paid:
Value of equity instruments (9,000,000 shares at $0.385 per share)	$3,465,000
Finder's fee shares issued (400,000 shares at $0.385 per share)	154,000
Transaction costs –legal fees	8,163
	$3,627,163
Net identifiable assets acquired:
Cash and cash equivalents	$127,390
Exploration and evaluation asset	3,533,030
Accounts payable and accrued liabilities	(33,257)
	$3,627,163

The Big Onion Property

On December 6, 2021, the Company entered into a property option agreement (the "Option Agreement") with Lloyd Minerals Inc. (the "Vendor"), a subsidiary of Blue Lagoon, to acquire 100% ownership and beneficial interest in thirteen mineral claims located near Smithers, British Columbia that comprise the Big Onion Property (the "Option"), subject to an aggregate 3% net smelter returns royalty. The royalties may be reduced by 0.25% increments in exchange for payment of $250,000 per increment.

Blue Lagoon Resources Inc. is a related company as a result of common directorship.

In order to exercise the Option, the Company is required to make cash and share payments to the Vendor, and incur property expenditures as follows:

On or prior to the execution of the agreement:

• Make cash payment of $50,000
• Issue 1,300,000 shares of the Company (1,000,000 pre-split shares were issued, 900,000 of which were not subject to the Forward Split)

On or prior to the date that is twelve months following April 11, 2022, the date in which the Company is listed on a Canadian stock exchange (the "Listing Date"):

• Make cash payment of $50,000.
• Incur $250,000 of expenditures on the Big Onion Property.

On or prior to the date that is twenty-four months following the Listing Date:

• Make cash payment of $50,000.
• Issue 250,000 shares of the Company.
• Incur $250,000 of expenditures on the Big Onion Property.

On or prior to the date that is thirty-six months following the Listing Date

• Make cash payment of $100,000.
• Issue 250,000 shares of the Company.
• Incur $250,000 of expenditures on the Big Onion Property.

On or prior to the date that is forty-eight months following the Listing Date

• Make cash payment of $250,000.
• Issue 500,000 shares of the Company.
• Incur $750,000 of expenditures on the Big Onion Property.

Derrick Strickland P. Geo. Prepared an NI 43-101 technical report for the Company entitled "NI 43-101 Technical Report on the Big Onion Property Omineca Mining Division, British Columbia, Canada" and dated January 11, 2022 (the "Technical Report"). Mr. Strickland is a "Qualified Person" for the purposes of NI 43-101. The following information with respect to the Big Onion Property is derived from the Technical Report. The full text of the Technical Report is available online on the Company's SEDAR profile at www.sedar.com.

The Big Onion Property is an exploration stage property that consists of 13 contiguous non-surveyed mineral claims that cover an area of approximately 4,493.18 hectares near Smithers, British Columbia, in the Omineca mining division.

If exploration of the Big Onion Property becomes inadvisable for any reason, including obtaining future unfavorable exploration results, the Company may abandon in whole or in part its interest in the Big Onion Property or may, as work progresses, alter the recommended work program, or may make arrangements for the performance of all or any portion of such work by other persons or companies and may use any funds so diverted for the purpose of conducting work or examining other properties acquired by the Company, although the Company has no present plans in this respect. Shareholders must rely on the experience, good faith, and expertise of management of the Company with respect to future activities.

The Gatineau Ni-Cu Project

On September 20, 2022, the Company closed the Acquisition Agreement with Tyee Nickel Corp. and became the beneficial owner of Gatineau Copper-Nickel Property (the "Property"). The Property is located 130 km north of Havre St. Pierre, Quebec, and 12 km north of Romaine IV Hydroelectric Dam. The Company's land holdings at Gatineau total 505.29 km2 . Limited historical exploration work has been conducted on the property, including geochemical soil sampling and regional geophysical surveys. In 2023, the Company plans to conduct early-stage exploration work on the property, including geophysical surveys and mapping and sampling, data from which will be used to define targets for a maiden drill program.

Critical Accounting Estimates and Policies

These financial statements have been prepared on a historical cost basis and are presented in Canadian dollars which is the functional currency of the Company. All amounts are rounded to the nearest dollar. The financial statements of the Company have been prepared on an accrual basis, except for cash flow information.

The preparation of the Company's 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 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.

The significant accounting policies and the critical accounting estimates are described in Note 3 of the audited financial statements for the years ended January 31, 2022 and 2021 in addition to the critical accounting estimates described below.

Share-based payments

Estimating fair value for share-based payment transactions, including stock options and compensatory warrants, requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining and making assumptions about the most appropriate inputs to the valuation model including the expected life, volatility, risk-free interest rate, expected forfeiture rate and dividend yield of the equity instruments.

Business Combinations

From time to time, the Company may acquire subsidiaries. At the time of acquisition, the Company considers whether each acquisition represents the acquisition of a business or the acquisition of an asset. The Company accounts for an acquisition as a business combination where an integrated set of activities and assets is acquired. More specifically, consideration is given to the extent to which significant processes are acquired. When the acquisition of subsidiaries does not represent a business combination, it is accounted for as an acquisition of a group of assets and liabilities. The cost of the acquisition is allocated to the assets and liabilities acquired based upon their relative fair values, and no goodwill or deferred tax is recognized.

Future accounting standards issued but not yet in effect

There are no IFRS or International Financial Reporting Interpretations Committee interpretations that are not yet effective that would be expected to have a material impact on the Company's financial statements.

Share Capital

Authorized share capital of the Company consists of an unlimited number of common shares with no par value.

42,015,800 common shares were issued and outstanding as at October 31, 2022.

On June 10, 2022, the Company closed a private placement offering of 5,145,000 common shares at a price of $0.25 per share for gross proceeds of $1,286,250. In connection with the private placement, the Company paid cash finders fees of $21,612 and issued 86,450 finder warrants. Each finder's warrant may be exercised at a price of $0.30 per share until June 10, 2024.

On September 20, 2022, the Company closed the Acquisition Agreement with Tyee Nickel Corp. ("Tyee") and the shareholders of Tyee to acquire all of the issued and outstanding shares of Tyee in exchange for 9,000,000 common shares of the Company valued at $0.385 per share for total value of share consideration of $3,465,000. In connection with the transaction, the Company also issued a finder's fee of 400,000 common shares to an arm's length party valued at $0.385 per share for total value of share finder's fees of $154,000.

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER

Pursuant to the Escrow Agreement, the Common Shares subject to contractual restriction and escrow are as shown in the following table as at the date of this MD&A:

Designation ofclass	Number of securities held in escrow orthat are subject to a contractualrestriction on transfer	Percentage of class
Common Shares	(1)4,576,320	10.89%(2)

Notes:

• (1) These Common Shares are held under the Escrow Agreement in accordance with NP 46-201. The Escrow Agent is Odyssey Trust Company.
• (2) Based on 42,015,800 Common Shares issued and outstanding as at the date of this MD&A.

Escrow Agreement

NP 46-201 provides that all shares of an issuer owned or controlled by its Principals will be escrowed at the time of the issuer's initial public offering.

At the time of its initial public offering, an issuer will be classified for the purposes of escrow as either an "exempt issuer", an "established issuer" or an "emerging issuer" as those terms are defined in NP 46-201.

Uniform terms of automatic timed-release escrow apply to Principals of exchange listed issuers, differing only according to the classification of the issuer. As the Company anticipates that its Common Shares will be listed on the CSE, it will be classified as an "emerging issuer". As such, the following automatic timed releases will apply to the securities held by its Principals:

Date of Automatic Timed Release	Amount of Escrowed Securities Released
On the Listing Date	1/10 of the escrowed securities
6 months after the Listing Date	1/6 of the remaining escrowed securities
12 months after the Listing Date	1/5 of the remaining escrowed securities
18 months after the Listing Date	1/4 of the remaining escrowed securities
24 months after the Listing Date	1/3 of the remaining escrowed securities
30 months after the Listing Date	1/2 of the remaining escrowed securities
36 months after the Listing Date	The remaining escrowed securities

Assuming there are no changes to the escrowed securities initially deposited and no additional escrowed securities are deposited, automatic timed-release escrow applicable to the Company will result in a 10% release on the Listing Date, with the remaining escrowed securities being released in 15% tranches every six months thereafter.

The automatic timed-release provisions under NP 46-201 pertaining to "established issuers" provide that 25% of each Principal's and shareholder's escrowed securities are released on the Listing Date, with an additional 25% being released in equal tranches at six-month intervals over eighteen months. If, within eighteen months of the Listing Date, the Company meets the "established issuer" criteria as set out in NP 46-201, the escrowed securities will be eligible for accelerated release available for established issuers. In such a scenario, that number of escrowed securities that would have been eligible for release from escrow if the Company had been an "established issuer" on the Listing Date will be immediately released from escrow. The remaining escrowed securities would be released in accordance with the timed-release provisions for established issuers, with all escrowed securities being released eighteen months from the Listing Date.

Pursuant to the terms of the Escrow Agreement, 2,021,100 pre-Forward Split Common Shares were held in escrow on the Listing Date.

Options

On March 10, 2021, the Company adopted a Stock Option Plan (the "Plan"). The Plan provides that, subject to the requirements of the CSE, the aggregate number of securities reserved for issuance, set aside, and made available for issuance under the Option Plan may not exceed 10% of the issued and outstanding shares of the Company at the time of granting of options (including all options granted by the Company to date). The number of Common Shares which may be reserved in any 12-month period for issuance to any one individual upon exercise of all stock options held by that individual may not exceed 5% of the issued and outstanding Common Shares of the Company at the time of the grant.

On September 20, 2022, the Company granted 3,100,000 options to directors, officers, and consultants of the Company. The options are exercisable at a price of $0.30 per share for a period of 5 years and are subject to vesting in four equal installments over two years. The fair value of the share-based compensation options that vested by October 31, 2022, was $130,340.

Results of Operations

Three months ended October 31, 2022

The loss and comprehensive loss for the three months ended October 31, 2022 was $272,582 compared to $7,587 for the three months ended October 31, 2021. The increase in loss and comprehensive loss is explained below.

Professional fees for the three months ended October 31, 2022 was $34,642 compared to $6,926 for the three months ended October 31, 2021. The increase primarily relates additional professional costs, including legal and accounting fees, due to the Company completing its public listing and incurring more costs to fulfill regulatory reporting requirements for public companies,

The Company incurred $33,817 in consulting fees during the three months ended October 31, 2022 in connection to its efforts to go public, as compared to $Nil during the period ended October 31, 2021.

The Company incurred $43,616 in advertising and marketing expenses during the three months ended October 31, 2022 as compared to $Nil during the period ended October 31, 2021. The expenses were mainly related to investor relations associated with the Company becoming publicly listed on the Canadian Securities Exchange.

The Company incurred $130,340 in share-based compensation costs during the three months ended October 31, 2022 in connection with the vested portion of stock options granted during the period to directors, officers and consultants of the company. Share-based compensation costs during the three months ended October 31, 2021 were $Nil as no options were granted in the period.

Nine months ended October 31, 2022

The loss and comprehensive loss for the nine months ended October 31, 2022 was $533,748 compared to $63,571 for the nine months ended October 31, 2021. The increase in loss and comprehensive loss is explained below.

Professional fees for the nine months ended October 31, 2022 was $128,567 compared to $31,319 for the nine months ended October 31, 2021. The increase primarily relates to costs incurred with the Company's public listing, which completed during the period. In addition, more professional fees, including legal and accounting fees, were incurred as a result of completing the public listing and incurring more costs related to the increased regulatory reporting requirements for public companies.

The Company incurred $158,817 in consulting fees during the nine months ended October 31, 2022 in connection to its efforts to go public, as compared to $Nil during the period ended October 31, 2021.

The Company incurred $63,741 in advertising and marketing expenses during the nine months ended October 31, 2022 as compared to $5,250 during the period ended October 31, 2021. The expenses were mainly related to the Company engaging market making services news released on April 27, 2022.

The Company incurred $130,340 in share-based compensation costs during the nine months ended October 31, 2022 in connection with the vested portion of granted stock options to consultants, directors and officers of the company. Share-based compensation costs during the nine months ended October 31, 2021 were $Nil as no options were issued in the period.

Summary of Quarterly Results

	31-Oct-22	31-Jul-22	30-Apr-22	31-Jan-22	31-Oct-21	31-Jul-21	30-Apr-21	31-Jan-21
	($)	($)	($)	($)	($)	($)	($)	($)
Total assets	5,126,087	1,631,113	542,883	626,972	588,678	593,106	613,916	522,390
Non
current
financial
liabilities	-	-	-	-	-	-	-	-
Revenues	-	-	-	-	-	-	-	-
Net loss for
the period	(533,748)	(122,151)	(139,015)	(29,160)	(7,588)	(1,960)	(54,023)	(2,000)
Lossper
share–
basicand
diluted	(0.02)	(0.00)	(0.01)	(0.00)	(0.00)	(0.00)	(0.01)	(0.00)
Weighted
average
shares
outstanding	34,061,954	34,902,467	27,470,800	28,505,716	27,394,440	26,348,916	27,470,800	3,270,112

The following table provides selected quarterly financial data:

Historical quarterly results of operations and loss per share data do not necessarily reflect any recurring expenditure patterns or predictable trends. The Company's expenditures have to date been subject to the availability of financing to fund continued operations.

The increase in assets for the quarterly period ended October 31, 2022 from July 31, 2022 is due to the acquisition of Tyee Nickel Corp. which includes the Gatineau Ni-Cu Project exploration and evaluation asset. The increase in assets for the quarterly period ended July 31, 2022 from April 30, 2022 is explained by an increase in cash resulting from the issuance of 5,145,000 common shares for proceeds of $1,264,638 and an increase in the Company's exploration and evaluation asset of $90,809. Quarterly net loss has remained relatively consistent since the period ended October 31, 2020 with the exception of the quarter ended April 30, 2021 which reflected professional and regulatory fee costs associated with acquiring the Golden Wonder Property and filing of a preliminary prospectus, and the quarter ended January 31, 2022 which reflected increased professional costs associated with the disposition of the Golden Wonder Property and a private placement financing. The quarter ended April 30, 2022 is the first period the Company is reporting since going public and accordingly the increase in net loss is a result of additional listing and professional fees associated with the increased regulatory requirements. During the quarter ended October 31, 2022, the Company closed the asset acquisition agreement with Tyee Nickel Corp. which resulted in a significant increase to assets. The increase is attributable to the acquisition of exploration and evaluation assets and cash gained upon the closing of the agreement. Net loss during the quarter ended October 31, 2022 significantly increased compared to the quarter ended July 31, 2022, primarily as a result of sharebased compensation options that vested during the period.

Liquidity and Capital Resources

The Company manages its capital structure and makes adjustments to it to effectively support the acquisition of mineral exploration properties.

The Company is dependent on external financing to fund its activities. In order to carry out the planned development and acquisitions and pay for general administrative costs, the Company will be using its existing working capital and will raise additional amounts as needed. The Company will continue to acquire and explore mineral exploration properties if it feels there is sufficient economic potential and if it has adequate financial resources to do so.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management during the quarter ended October 31, 2022. The Company is not subject to externally imposed capital requirements and does not have exposure to asset-backed commercial paper or similar products.

Cash Flows

Historically and prospectively, our primary sources of liquidity and capital resources have been and will continue to be proceeds from the issuance of common shares. Based on our current level of operations and our expected operations over the next 12 months, we believe that cash generated from cash on hand and anticipated future capital raises will be adequate to meet our anticipated liquidity requirements, capital expenditures and working capital needs for the next 12 months. Our future operating performance will be subject to future economic conditions and to financial, business, and other factors, many of which are beyond our control. See "Financial Instruments and Risk Management" of this MD&A for a discussion of the risks related to our liquidity and capital structure.

As at October 31, 2022, the Company had cash of $1,029,303 and primarily consisted of cash raised from the issuance of shares.

Net cash used in operating activities for the nine months ended October 31, 2022 was $641,268. The Company generated a net loss and negative cash flows from operating activities due to being an early-stage company without active operations during the year.

During the period, the Company used cash of $50,444 in investing activities through incurring exploration expenditures on the Big Onion property and the acquisition of Tyee Nickel Corp.'s property, Gatineau Ni-Cu. The expenditure was offset by cash acquired from Tyee, upon the closing of the acquisition agreement.

During the period, the Company's financing activities provided cash of $1,264,638 through a private placement of shares.

Other Factors Affecting Liquidity

The Company may also raise additional equity or enter into arrangements to secure necessary financing to fund the exploration of mineral projects, to meet obligations, or for the general corporate purposes of the Company. Such arrangements may take the form of loans, strategic agreements, joint ventures or other agreements. The sale of additional equity could result in additional dilution to the Company's existing stockholders, and financing arrangements may not be available to us, or may not be available in sufficient amounts or on acceptable terms.

From time to time, we may pursue various strategic business opportunities. These opportunities may include proposed development and/or management of, investment in or ownership of additional businesses through direct investments, acquisitions, joint venture arrangements and other transactions. We can provide no assurance that we will successfully identify such opportunities or that, if we identify and pursue any of these opportunities, any of them will be consummated.

Financial Instruments and Risk Management

Categories of financial instruments

	Level in fair valuehierarchy	October31, 2022$	January 31, 2022$
FVTPL:
Cash	Level 1	1,029,303	456,377
		1,029,303	456,377
	Level in fair valuehierarchy	October31, 2022$	January 31, 2022
			$
Amortized cost:
Accounts payable		44,957	31,319
Accrued liabilities		25,435	20,188

The Company's financial assets consist of cash in bank, GST receivable, and prepaid expenses and its financial liabilities consist of accounts payable and accrued liabilities. Unless otherwise noted, it is management's opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying value, unless otherwise noted.

Financial instrument classification

IFRS 13 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:

• Level 1 valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2 valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. directly from prices); and
• Level 3 valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Cash is measured at fair value using Level 1. Fair value of accounts payable and accrued liabilities approximates their carrying amounts due to their short-term maturity.

The Company is exposed to varying degrees to a variety of financial instrument related risks:

Credit risk

The Company's credit risk is primarily attributable to cash and receivables. The Company has no significant concentration of credit risk arising from operations. Management believes that the credit risk concentration with respect to financial instruments included in amounts receivable is remote.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company's approach to managing liquidity risk is to ensure that it has sufficient working capital to meet liabilities when due. As at October 31, 2022, the Company has cash of $1,029,303 to settle current liabilities of $70,392. All of the Company's financial liabilities have contractual maturities of 30 days and are subject to normal trade terms.

Related Party Transactions

Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company's Board of Directors and corporate officers.

During the nine months ended October 31, 2022, the Company incurred $54,658 in share-based compensation options, reserved for issuance to related party directors and officers of the Company within 5 years of September 20, 2022, the grant date.

	Three months endedOctober 31,			Nine months endedOctober 31,
	20222021		2022		2021
Share-based compensation
Allan Larmour -Director		4,205		-	4,205		-
Jatinder Sandhar -CFO, Director		2,102		-	2,102		-
Jason Riley -Director		3,153		-	3,153		-
Mick Carew –CEO, Director		42,045		-	42,045
Norman Brewster -Director		3,153		-	3,153		-
	$	54,658	$	-	$54,658	$	-

Additional Disclosure for Venture Issuers Without Significant Revenue

During the nine months ended October 31, 2022, the Company incurred $641,268 of operating expenses.

The Company does not anticipate paying dividends at this time.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements as at the date of this MD&A and as at October 31, 2022.

Proposed Transactions

The Company does not have any proposed transactions.

Disclosure of Outstanding Share Data

As of the date of this MD&A, the following securities are outstanding:

• 45,369,136 common shares,
• 86,450 warrants exercisable at $0.30 until June 10, 2024,
• 129,362 warrants exercisable at $0.30 until November 16, 2024 and
• 3,100,000 options exercisable at $0.30 until September 20, 2027.

Subsequent Events

On November 16, 2022, the Company closed the first tranche of a private placement financing issuing 3,353,336 common shares at a price of $0.30 for gross proceeds of $1,006,010. Of the total shares issued, 70,000 were subscribed to by an officer of the Company, resulting in a related party transaction. In connection with the private placement, the Company paid a cash finder's fee of $39,334 and issued 129,362 finder's warrants. Each finder's warrant is exercisable into one common share at an exercise price of $0.30 per common share for a period of 24 months from the closing date.