NiCAN Limited — Management Reports 2022

Apr 29, 2022

1287390 B.C. Ltd. Management Discussion and Analysis

For the period from the date of incorporation on February 3, 2021 to December 31, 2021

(Expressed in Canadian Dollars)

1287390 B.C. Ltd. Management Discussion and Analysis For the period from the date of incorporation on February 3, 2021 to December 31, 2021

INTRODUCTION

The Management Discussion & Analysis has been prepared by management and reviewed and approved by the Board of Directors on April 29, 2022, the date of issue of this MD&A. The following discussion of performance, financial condition and future prospects should be read in conjunction with the audited financial statements and the related notes for the period from incorporation on February 3, 2021 to December 31, 2021. This discussion covers the period from incorporation on February 3, 2021 to the period ended December 31, 2021 and the subsequent period up to the date of issue of this MD&A. Monetary amounts in the following discussion are in Canadian dollars unless otherwise noted.

Additional information regarding the Company can be found on the Company’s page at www.sedar.com.

FORWARD LOOKING STATEMENTS

This MD&A contains certain forward-looking statements or forward-looking information within the meaning of applicable Canadian securities laws. All statements and information, other than statements of historical fact, included in or incorporated by reference into this MD&A are forward-looking statements and forward-looking information, including, without limitation, statements regarding activities, events or developments that we expect or anticipate may occur in the future. Such forward-looking statements and information can be identified by the use of forward-looking words such as "will", "expect", "intend", "plan", "estimate", "anticipate", "believe" or "continue" or similar words and expressions or the negative thereof. There can be no assurance that the plans, intentions or expectations upon which such forward-looking statements and information are based will occur or, even if they do occur, will result in the performance, events or results expected.

The forward-looking statements and forward-looking information reflect the current beliefs of the Company, and are based on currently available information. Accordingly, these statements are subject to known and unknown risks, uncertainties and other factors which could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed in or implied by the forward-looking statements. This forward-looking information includes estimates, forecasts, plans, priorities, strategies and statements as to the Company’s current expectations and assumptions concerning, among other things, ability to access sufficient funds to carry on operations, compliance with current or future regulatory regimes, particularly in the case of ambiguities, financial and operational performance and prospects, collection of receivables, anticipated conclusions of negotiations to acquire projects or investments, our ability to attract and retain skilled staff and consultants, expectations of market prices and costs, expansion plans and objectives, requirements for additional capital, the availability of financing, and the future development and costs and outcomes of the Company’s projects or investments. The foregoing list of assumptions is not exhaustive. Events or circumstances could cause actual results to vary materially.

We caution readers of this MD&A not to place undue reliance on forward-looking statements and information contained herein, which are not a guarantee of performance, events or results and are subject to a number of risks, uncertainties and other factors that could cause actual performance, events or results to differ materially from those expressed or implied by such forward-looking statements and information. These factors include: unanticipated future operational difficulties (including cost escalation, unavailability of materials and equipment, industrial disturbances or other job action and unanticipated events related to health, safety and environmental matters); social unrest; failure of counterparties to perform their contractual obligations; changes in priorities, plans, strategies and prospects; general economic, industry, business and market conditions; disruptions or changes in the credit or securities markets; changes in law, regulation, or application and interpretation of the same; the ability to implement business plans and strategies, and to pursue business opportunities; rulings by courts or arbitrators, proceedings and investigations; inflationary pressures; and various other events, conditions or circumstances that could disrupt the Company’s priorities, plans, strategies and prospects including those detailed from time to time in the Company’s reports and public filings with the Canadian securities administrators, filed on SEDAR .

This information speaks only as of the date of this MD&A. The Company undertakes no obligation to revise or update forward-looking information after the date of this document, nor to make revisions to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws or the policies of the TSX-V exchange.

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1287390 B.C. Ltd. Management Discussion and Analysis For the period from the date of incorporation on February 3, 2021 to December 31, 2021

THE COMPANY

1287390 B.C. Ltd. (“390 BC” or “the Company”) was incorporated under the Business Corporations Act of British Columbia on February 3, 2021. The Company is a reporting issuer but does not trade on stock exchange.

The head office and principal address of the Company is 1020-800 West Pender Street, Vancouver, British Columbia, Canada V6C 2V6.

RECENT EVENTS

On April 21, 2021, 1289625 B.C. Ltd. (“625 BC”) completed a share capital reorganization by way of statutory plan of arrangement whereby all shares of the Company were distributed to shareholders of 625 BC, as a return of capital (the “Arrangement”). Pursuant to of the Arrangement, existing 625 BC shareholders received one hundred thousand (100,000) common shares of the Company for every one (1) 625 BC common share they held on the effective date of the Arrangement.

On April 21, 2021, the Company issued 3,000,000 common shares pursuant to the plan of arrangement. The fair value of the common shares issued was $300.

On August 25, 2021, the Company issued 750,000 common shares to certain subscribers pursuant to a nonbrokered private placement at a price of $0.001 per common share for a total aggregate price of $75 which is included in the amounts receivable.

On October 14, 2021, the Company issued 416,666 common shares to certain subscribers pursuant to a nonbrokered private placement at a price of $0.001 per common share for a total aggregate price of $417.

On April 8, 2022, 1287390 B.C. Ltd. (“390”) and NiCAN Limited (“NiCAN”) closed the previously-announced nonbrokered private placement (the “Concurrent Offering”) of 14,483,446 Subscription Receipts (as defined below), for gross proceeds of $6,108,676.

The Concurrent Offering was completed as part of the proposed business combination (the “Transaction”) between 390 and NiCAN. NiCAN and 390 entered into an amalgamation agreement dated March 3, 2022 (the “Definitive Agreement”) whereby 390 will amalgamate with NiCAN (the “Amalgamation”) and continue as one corporation being the “Resulting Issuer”. Upon completion of the Transaction, the resulting issuer (to be named “NiCAN Limited”) would carry on the business of NiCAN and the securityholders of NiCAN and 390 would become securityholders of the Resulting Issuer.

The oversubscribed Concurrent Offering consisted of the issuance of (i) 8,177,500 non flow-through subscription receipts of NiCAN (the “HD Subscription Receipts”) at a price of $0.40 per HD Subscription Receipt; and (ii) 6,305,946 flow-through subscription receipts (the “FT Subscription Receipts” and together with the HD Subscription Receipts, the “Subscription Receipts”) at a price of $0.45 per FT Subscription Receipt. The Subscription Receipts were issued pursuant to and are governed by a subscription receipt agreement dated March 30, 2022 (the “Subscription Receipt Agreement”) between 390, NiCAN and TSX Trust Company, as subscription receipt agent and escrow agent.

In connection with the Concurrent Offering, NiCAN paid certain eligible persons (the “Finders”) a finder’s fee equal to 6.0% of the aggregate gross proceeds of the subscribers participating in the Concurrent Offering introduced by such Finders (the “Finder’s Fees”). As additional consideration, NiCAN issued an aggregate of 403,627 finder's warrants (the “Finder's Warrants”) to the Finders, being equal to 6.0% of the aggregate number of Subscription Receipts issued pursuant to the Concurrent Offering to the subscribers introduced by each such Finder. Each Finder’s Warrant entitles the holder thereof to acquire one Common Share (each, a “Finder’s Share”) at an exercise price of $0.40 for a period of 12 months following the closing of the Concurrent Offering.

The gross proceeds of the Concurrent Offering, less $181,238.35, being 50% of the Finder’s Fees payable to the Finders in connection with the Concurrent Offering, have been deposited into escrow pending the satisfaction of

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1287390 B.C. Ltd. Management Discussion and Analysis For the period from the date of incorporation on February 3, 2021 to December 31, 2021

certain escrow release conditions contained in the Subscription Receipt Agreement, including the satisfaction of all conditions precedent to the Transaction and completion of the Amalgamation in accordance with the Amalgamation Agreement.

The Transaction is conditional on the TSX Venture Exchange (“TSXV”) approving the listing of the Resulting Issuer Shares and other customary conditions.

SELECTED ANNUAL INFORMATION

The following table sets forth selected information of the Company at December 31, 2021 prepared in accordance with IFRS. The selected financial information should be read in conjunction with the audited financial statements of the Company.

Canadian Dollars		2021
Net loss and Comprehensive loss from date of incorporation to December 31,	$	(17,552)
Net loss per share, basic and fully diluted		(0.007)
Total assets		1,192

DISCUSSION OF RESULTS AND OPERATIONS

Net loss from February 3 2021 to the period ended December 31, 2021

Net and comprehensive loss was $17,552 due to the accounting and corporate secretarial fees, regulatory and filing fees, and professional fees incurred.

Net income for the three months ended December 31, 2021

Net and comprehensive income was $7,031 due to the reversal of accounting and corporate secretarial fees, professional fees, and regulatory and filing fees.

SUMMARY OF QUARTERLY RESULTS

				Income		Income
		Revenue		(Loss) for		(Loss) per
Quarter ended		(1)		the Quarter		Share
December 31, 2021	$	Nil	$	7,031	$	0.001
September 30, 2021	$	Nil	$	(3,851)	$	(0.004)
June 30, 2021	$	Nil	$	(20,732)	$	(0.009)
From February 3 to March 31, 2021	$	Nil	$	Nil	$	Nil

(1) This being a corporation without a revenue-generating business, there are no revenues from operations or investments.

LIQUIDITY AND CAPITAL RESOURCES

The Company had a working capital deficit of $16,760 as at December 31, 2021. The Company does not have revenues from operations and relies on outside funding for its continuing financial liquidity. The Company will need additional financing in order to continue operations.

Management cautions that the Company’s ability to raise additional funding is not certain. Additional funds will be required in order to pursue the Company’s current business plans. An inability to raise additional funds would adversely impact the future assessment of the Company as a going concern.

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1287390 B.C. Ltd.

Management Discussion and Analysis For the period from the date of incorporation on February 3, 2021 to December 31, 2021

OFF BALANCE SHEET ARRANGEMENTS

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

RELATED PARTY DISCLOSURES

As at December 31, 2021, the Company has $10,919 in related party liabilities owing to 625 BC for reimbursable expenses incurred on behalf of the Company.

PROPOSED TRANSACTION

There is no proposed transaction as of the date of this MD&A.

CHANGES IN ACCOUNTING POLICIES

The Company has applied the same accounting policies as set out in Note 2 of the audited financial statements for the period from incorporation on February 3, 2021 to December 31, 2021.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company's internal controls over financial reporting during the period from incorporation on February 3, 2021 to December 31, 2021, that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting.

FINANCIAL INSTRUMENTS

For financial instruments held by the Company, management classifies accounts payable and accrued liabilities and amounts due to a related party at amortized cost.

a) Fair value of financial instruments

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 – Inputs that are not based on observable market data.

As at December 31, 2021, the Company believes that the carrying value of accounts payables and amounts due to a related party approximates their fair value because of their nature and relatively short maturity date or duration.

b) Management of risks arising from financial instruments

Discussions of risks associated with financial assets and liabilities are detailed below:

Credit risk

Credit risk is the risk associated with the counterparty’s inability to fulfil its payment obligations. The Company is not exposed to credit risk.

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1287390 B.C. Ltd. Management Discussion and Analysis For the period from the date of incorporation on February 3, 2021 to December 31, 2021

Interest rate risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The risk that the Company will realize such a loss is limited because the Company has no interest-bearing financial instruments.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company manages liquidity risk by maintaining sufficient cash to enable settlement of transactions as they come due. The Company is exposed to liquidity risk in the amount of $17,952 that is due to be settled within 90 days of the year-end.

RISKS AND UNCERTINTIES

Risk Factors – General

The Company is focused on gaining exposure to commodity prices by making strategic investments in mining interests, including royalties, streams, debt and equity investments in mining companies. Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits, which, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations of metal prices, the proximity and capacity of milling facilities, mineral markets, processing reagents and equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environment protection, the combination of which factors may result in the Company not receiving an adequate return on investment.

COVID-19

Since March 2020, a global outbreak of COVID-19 (coronavirus) has had a significant impact on businesses through the restrictions put in place by the Canadian, provincial and municipal governments regarding travel, business operations and isolation/quarantine orders. At this time, it is unknown the extent of the impact the COVID-19 outbreak may have on the Company as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently in place in Canada and other countries to fight the virus.

OUTSTANDING COMMON SHARES DATA

The following section updates the outstanding share data provided in the audited financial statements for the period from incorporation on February 3, 2021 to December 31, 2021.

	Number of Shares	Exercise Price	Expiry Date
Common Shares outstanding as at April 29, 2022	4,166,667
Stock Options	100,000	$0.10	April 28, 2026
Fully Diluted	4,266,667

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