Noble Plains Uranium Corp. — Management Reports 2020

May 28, 2020

INDIGO EXPLORATION INC.

Management’s Discussion and Analysis of Financial Position and Results of Operations

The following information, prepared as of May 28, 2020, should be read in conjunction with the unaudited condensed interim consolidated financial statements of Indigo Exploration Inc. (the “Company” or “Indigo”) for the three and six months ended March 31, 2020, together with the audited consolidated financial statements of the Company for the year ended September 30, 2019 and the accompanying Management’s Discussion and Analysis (“MD&A”) for that fiscal year. The referenced consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). All amounts are expressed in Canadian dollars unless otherwise indicated.

GENERAL OVERVIEW

The Company was incorporated on February 29, 2008 under the Business Corporations Act of British Columbia. The Company became a reporting issuer on November 20, 2009, closed its Initial Public Offering on December 29, 2009 and commenced trading on the TSX Venture Exchange (“TSXV”) on December 31, 2009, under the trading symbol “IXI.”

The Company is a junior natural resource company engaged in the acquisition, exploration and development of natural resource properties. The Company is yet to receive any revenue from its mineral exploration operations. Accordingly, the Company has no operating income or cash flows. As a result, the Company has relied almost exclusively upon equity financing activities, which is not expected to significantly change in the immediate future.

The Company’s focus is in gold exploration in the Republic of Burkina Faso, West Africa. In June 2010, the Company completed the acquisition of Sanu Resources Burkina Faso S.A.R.L. (“Sanu Burkina”), as a means of acquiring Sanu Burkina’s mineral exploration permits in Burkina Faso.

RECENT HIGHLIGHTS

On May 19, 2020, the Company closed a non-brokered private placement of 15,000,000 units at $0.05 per unit for gross proceeds of $750,000.

On May 5, 2020 the Company completed a share consolidation on a 6:1 basis. All historical figures in this MD&A and the condensed interim consolidated financial statements have been re-stated to reflect this consolidation.

On April 9, 2020, the Company entered into an option agreement with Desert Gold Ventures Inc., “Desert Gold”, and its Mali subsidiary Desert Gold Mali SARL, “DGM”, to acquire up to 100% interest in the Djimbala Permit located in Southern Mali, West Africa.

MINERAL PROPERTIES

Paul Cowley, P.Geo, President, CEO and Director of Indigo, is the Qualified Person as defined in National Instrument 43-101, responsible for the review of technical information disseminated to the public by the Company, including any technical information in this MD&A.

The Company currently holds the Hantoukoura and Lati 2 permits located in the Republic of Burkina Faso, West Africa. West Africa is underlain by the Birimian Greenstone Belt, one of the most prolific gold producing areas in the world. Several major gold companies are active in Burkina Faso, including IAMGOLD Corporation and Newmont Mining Corporation. Burkina Faso has nine producing mines and a number of projects in the advance and development stages. Burkina Faso is considered relatively stable, both politically and economically, and relies primarily on farming and mining as its main sources of revenue.

2

Lati 2 Exploration Permit

The 184 square kilometre Lati Permit covers a major north-south shear zone in the Boromo greenstone belt. Lati 2 is the site of expanding artisanal activity with at least three known active artisanal mining areas over the 8 kilometre long Prospect 1. The Lati 2 permit is about 150 km by road west of Ouagadougou in central Burkina Faso. Lati 2 was previously explored by the United Nations Development Program and the Burkina Faso Office of Mines and Geology for volcanic-hosted massive sulfides similar to the Perkoa zinc deposit, as well as by Carlin Resources and Incanore Resources for gold.

The Company reapplied for the same area of the Lati permit, under a new Lati 2 permit and during the year ended September 30, 2019 was requested by the Ministry of Mines to pay the application fee for a new three year permit ($4,455). The Company paid the funds and on December 4, 2019 the new permit was issued.

In 2012, the Company conducted a reverse circulation drill program which identified a 2.5 kilometres long trend of wide (100m), low-grade gold mineralization. The permit area has extensive artisanal working over a large surface area. At the time of the 2012 drilling, the collective surface area where artisanal workers had continuously panned the surface was 1.5 square kilometres.

Company crews revisited the area recently and mapped the collective surface area of artisanal panning, which has now doubled in surface area to 3 square kilometres, indicated the present of gold there. One new significant area of surface panning is 3 kilometres long by 800 metres wide, which has not been drill tested. This untested area is underlain by mafic volcanics in contact with a granite.

Hantoukoura (previously Kodyel) Exploration Permit

During the year ended September 30, 2017 the Company secured the permit to the previously named Kodyel permit when the area was re-permitted as the Hantoukoura permit. The Hantoukoura permit is of equal size and position as the original Kodyel permit. The Hantoukoura permit is valid for three years and renewable for up to six additional years.

The 191 square kilometres Hantoukoura permit lies close to the Niger border approximately 300km east of Ouagadougou. Access is by paved road as far as Fada N’gourma about 200 km east of Ouagadougou and thence by laterite roads. The Hantoukoura permit covers an extension of the Fada N’Gourma greenstone belt that extends into Niger. The Hantoukoura permit is traversed by a regional northeast-trending fault that stretches from Ghana to Niger and separates the mafic and felsic volcanics and metasedimentary rocks of the Fada belt from the migmatites and granites to the northwest. There are several active artisanal workings within the permit, including: the extensive Tangounga, Hantekoura (CFA) and Kodyel 1 artisanal workings. The Songonduari artisanal workings lie off the permit but lies in the same structure, continuing towards and into Niger.

During the year ended September 30, 2018, the Company received notice from the Ministry of Mines of Burkina Faso that it had temporarily suspended access, including performing exploration activities on the Hantoukoura permit until the border with Niger is physically demarcated. The Minister has agreed the permit will remain in good standing through the suspension period and that the length of the suspension period will be added back onto the length of the permit. The Company intends to complete a sizable work program, once access is re-instated and is monitoring the progress of the demarcation of the border. To date, the Company has not received an update and the suspension is still in effect.

Djimbala Permit

On April 9, 2020, the Company entered into an option agreement with Desert Gold Ventures Inc., “Desert Gold”, and its Mali subsidiary Desert Gold Mali SARL, “DGM”, to acquire up to 100% interest in the Djimbala Permit located in Southern Mali, West Africa.

To acquire the minimum 51% interest in the Djimbala Permit, the Company is required to incur $400,000 in exploration expenditures prior to April 30, 2022. To acquire the maximum 100% interest in the Djimbala Permit, the Company is required to incur additional work expenditures of $600,000 prior to April 30, 2024. The Company’s 100% interest is subject to a 2% net smelter royalty (“NSR”) in favour of Desert Gold. The Company has the right to purchase 1% of the NSR for USD$1,000,000. Further, the Company is required to make the following share issuances to Desert Gold:

• share issuance equivalent to $50,000 of the Company’s post-consolidated common shares at a deemed price of $0.05 per share on the date that the Conditions described below have been fulfilled;

• share issuance equivalent to $75,000 at a deemed price equal to the volume weighted average price (VWAP) for the prior 10-day trading period, subject to a minimum deemed price of $0.05 per share on or before the first anniversary of the Commencement Date;

• share issuance equivalent to $100,000 at the Applicable Deemed Price on or before the second anniversary of the Commencement Date; and

• share issuance equivalent to $125,000 at the Applicable Deemed Price on or before the third anniversary of the Commencement Date.

The Agreement’s commencement is subject to the following conditions:

• 1) obtain approval from the TSX Venture Exchange on the issuance of the Company’s shares in accordance with the Option Agreement (condition met);

• 2) the completion of share consolidation of the Company’s outstanding shares and the successful raising of $500,000 by way of a private placement targeted on or before May 15, 2020 (condition met on May 19, 2020);

• 3) the completion of a legal and technical due diligence review by the Company of the Permit as well as the area covered by the licence and work done (condition not yet met).

As of the date of this MD&A, the Company is in the process of completing a title search, therefore, the Option Agreement has not commenced and the Company has not issued any shares to Desert Gold.

The Djimbala Permit is located in southern Mali, West Africa, 220 km south of the capital of Bamako and covers a 100 km[2] area. The permit is situated in the Yanfolila Gold Belt and is surrounded by a significant number of gold deposits, mines and prospecting permits including the Komana gold mine, the Kodieran gold Mine and Kalana project. The bulk of the Djimbala permit has not been explored. Two small soil sampling campaigns and a limited artisanal pit sampling program were completed by Desert Gold over parts of the permit with positive Au anomalies coinciding with interpreted favourable mineralized structures. Four north-south trending gold soil anomalies were defined, reflecting the regional structural trend. These soil anomalies also appear to correspond to the southern extension of the Faliko Fodela mineralized zones drilled by Gold Fields immediately north of the Djimbala Permit. To date, several active artisanal workings were located during the soil campaigns, confirming Au mineralization.

QUARTERLY INFORMATION

The following is selected financial data from the Company’s unaudited quarterly financial statements for the last eight quarters ending with the most recently completed quarter, being the three months ended March 31, 2020

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For the quarter ended ($) Mar. 31, 2020 Dec. 31, 2019 Sept. 30, 2019 Jun. 30, 2019
Total revenues - - - -
Loss (49,984) (23,813) (439,822) (20,229)
Loss per share (basic and
diluted) [ (1)] (0.00) (0.00) (0.01) (0.00)
Total assets 44,488 51,674 63,892 479,125
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For the quarter ended ($) Mar. 31, 2019 Dec. 31, 2018 Sept. 30, 2018 Jun. 30, 2018
Total revenues - - - -
Loss (20,781) (19,599) (37,672) (19,300)
Loss per share (basic and
diluted) [ (1)] (0.00) (0.00) (0.00) (0.00)
Total assets 390,059 422,607 438,594 452,356
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(1) The basic and diluted calculations result in the same values.

The increase in assets at June 30, 2019 is due to $100,000 cash received from loan agreements entered into during the quarter. The decrease in assets at September 30, 2019 is due to a write down of the Hantoukoura property.

RESULTS OF OPERATIONS

Three months ended March 31, 2020

The Company recorded a loss of 49,984 ($0.00 per share) for the three months ended March 31, 2020 as compared to a loss of $20,781 ($0.00 per share) for the three months ended March 31, 2019.

The difference is due to $2,493 of interest expense incurred on the loans and legal fees of $19,777 incurred on the option agreement for the Djimbala Permit and corporate costs related to the Company’s share consolidation.

Six months ended March 31, 2020

The Company recorded a loss of 73,797 ($0.00 per share) for the six months ended March 31, 2020 as compared to a loss of $40,380 ($0.00 per share) for the six months ended March 31, 2019.

The difference is due to $5,014 of interest expense incurred on the loans and legal fees of $19,777 incurred on the option agreement for the Djimbala Permit and corporate costs related to the Company’s share consolidation.

FINANCING ACTIVITIES AND CAPITAL EXPENDITURES

Financing Activities

During the six months ended March 31, 2020 and 2019 the Company did not complete any financing activities.

On May 19, 2020, the Company closed a non-brokered private placement of 15,000,000 units at $0.05 per unit for gross proceeds of $750,000. Each unit is comprised of one common share and one share purchase warrant. Each warrant entitles the holder to purchase one common share of the Company at $0.10 per share, exercisable up to May 15, 2023. The warrants are subject to an acceleration clause should the common shares trade after September 16, 2020 at a price of $0.15 or greater for 10 consecutive trading days, in which event management may notify warrant holders that the Warrants must be exercised within a period of 30 days, or they will be cancelled. In connection with the private placement, the Company paid finder’s fees of $53,200 and issued 1,064,000 finder’s warrants.

Capital Expenditures

The capital expenditures of the Company during the six months ended March 31, 2020 included deferred mineral property expenditures of $33,853 (2019 - $33,449) on the Company’s Burkina Faso projects. Refer to Schedule 1 in the consolidated financial statements for the six months ended March 31, 2020.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s operations consumed $68,783 of cash (before working capital items) for the six months ended March 31, 2020 (2019 - $46,230) with additional cash of $33,853 (2019 - $33,449) used on mineral property deferred exploration expenditures. The cash requirement for the six months ended March 31, 2020

was funded from the previous private placement completed during March 2018 and loans received during June 2019. The Company’s cash position was augmented subsequently by the completion of a private placement.

The Company’s aggregate operating, investing and financing activities during the six months ended March 31, 2020 resulted in a net decrease in its cash balance from $57,675 at September 30, 2019 to $3,277 at March 31, 2020. The Company has a working capital deficiency of $340,339 at March 31, 2020 compared to a working capital deficiency of $232,689 at September 30, 2019.

The Company has no further payments to make to acquire any of its mineral properties. Upon commencement of the Djimbala Permit Option Agreement, the Company will have additional exploration commitments in Burkina Faso in order to keep its properties in good standing.

The Company has not as yet put into commercial production any of its mineral properties and as such has no operating revenues or cash flows. Accordingly, the Company is dependent on the equity markets as its sole source of operating working capital, and the Company’s capital resources are largely determined by the strength of the junior resource capital markets and by the status of the Company’s projects in relation to these markets, and its ability to compete for investor support of its projects. There can be no assurance that financing, whether debt or equity, will always be available to the Company in the amount required at any particular time or for any particular period or, if available, that it can be obtained on terms satisfactory to it.

TRANSACTIONS WITH RELATED PARTIES

Compensation paid or payable to the directors, the Chief Executive Officer and the Chief Financial Officer for services provided during the three and six months ended March 31, 2020 and 2019 was as follows:

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Three months ended Six months ended
March 31 March 31
2020 2019 20 20 2019
$ $ $ $
Accounting fees 3,746 3,165 6,011 5,800
Management and administration fees [(1)] 5,850 3,900 11,700 9,750
9,596 7,065 17,711 15,550
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(1) Includes fees billed by a company owned by the Chief Executive Officer, Paul Cowley.

As at March 31, 2020, accounts payable and accrued liabilities includes an amount of $175,955 (September 30, 2019 - $163,670) due to directors and officers of the Company and/or companies they control or of which they were significant shareholders. These amounts are unsecured, non-interest bearing and due on demand.

During the year ended September 30, 2019 the Chief Executive Officer forgave outstanding management fees owing totaling $5,850 from the previous fiscal year.

NEW ACCOUNTING STANDARDS EFFECTIVE FOR THE FIRST TIME

IFRS 16 - Leases. On January 13, 2016, the IASB published a new standard, IFRS 16, Leases. The new standard brings most leases on-balance sheet for lessees under a single model, eliminating the distinction between operating and finance leases. Under the new standard, a lessee recognizes a right-of-use asset and a lease liability. The right-of-use asset is treated similarly to other non-financial assets and depreciated accordingly. The liability accrues interest. This will typically produce a front-loaded expense profile (whereas operating leases under IAS 17 would typically have had straight-line expenses).

The Company did not restate prior periods as there was no impact at the date of initial application. The

adoption of IFRS 16 resulted in no impact to the opening accumulated deficit nor to the opening balance of accumulated comprehensive income on October 1, 2019.

FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash, other receivables, accounts payable and accrued liabilities and loans payable. All are measured at amortized cost. As at March 31, 2020, the Company believes that the carrying values of financial instruments approximate their fair values because of their nature and relatively short maturity dates or durations.

The Company’s risk exposures and the impact on the Company’s financial instruments are discussed in the consolidated financial statements for the year ended September 30, 2019 and have not changed significantly during the six months ended March 31, 2020.

OUTSTANDING SHARE DATA

The following table discloses the Company's share capital structure as at the date of this MD&A.

a) Authorized: Unlimited common shares without par value. b) Issued and outstanding: 30,336,552 common shares c) Outstanding warrants and options

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Type of Security Number Exercise Price Expiry Date
Stock options 391,668 $0.30 October 28, 2021
Share purchase warrants 1,280,555 $0.30 March 6, 2021
Share purchase warrants 15,000,000 $0.10 May 15, 2023
Broker warrants 1,064,000 $0.10 May 15, 2023
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DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized, and reported within the time periods specified by securities regulations and that the information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer’s Annual and Interim Filings) (“NI 52-109”), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the condensed interim consolidated financial statements for the three and six months ended March 31, 2020 and this accompanying MD&A (together, the “Interim Filings”).

In contrast to the full certificate under NI 52-109, the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109. For further information the reader should refer to the Venture Issuer Basic Certificates filed by the Company with the Interim Filings on SEDAR at www.sedar.com.

RISKS AND UNCERTAINTIES

Certain risks are faced by the Company, which could affect its financial position. In general they relate to the availability of equity capital to finance the acquisition, exploration and development of existing and future exploration and development projects. The availability of equity capital to junior resource companies is affected by commodity prices, global economic conditions and economic conditions and government

policies in the countries of operation, among other things. These conditions are beyond the control of the management of the Company and have a direct effect on the Company’s ability to raise capital.

The Company's working capital and liquidity fluctuate in proportion to its ongoing equity financing activities. The Company requires a certain amount of liquid capital in order to sustain its operations and in order to meet various obligations as specified under the its mineral property option agreement. Should the Company fail to obtain future equity financing due to reasons as described above, it will not be able to meet these obligations and may lose its interest in the property covered by the agreement. Further, should the Company be unable to obtain sufficient equity financing for working capital, it may be unable to meet its ongoing operational commitments.

The Company’s properties are in the exploration stage and without known reserves. Exploration and development of natural resources involves substantial expenditures and a high degree of risk. Few exploration properties are ultimately developed into producing properties. Accordingly, the Company has no material revenue, writes-off its mineral properties from time to time and operates at a loss. Continued operations are dependent upon ongoing equity financing activities.

Pursuant to the Mining Code of Burkina Faso, an exploration permit holder is required to incur 270,000 West African CFA Francs ($583) of exploration expenditures per square kilometre per year in order to maintain its permits in good standing. If such expenditures are not incurred, the Government of Burkina Faso may, at its discretion, cancel the permits after giving the permit holder sixty days’ notice to remedy any deficiency.

COVID-19

The COVID-19 outbreak has resulted in social and economic disruption and had a resultant impact on the mining and exploration industries and capital markets. The impacts to the Company are not determinable at this date, however, could have a material impact on the Company's financial position, results of operation and cash flows. The Company's liquidity and ability to continue as a going concern may also be impacted.

OUTLOOK

The Company’s focus is on the exploration and advancement of its mineral properties in Burkina Faso. A sampling program completed previously on the Hantoukoura (formerly named Kodyel) permit generated new and sizeable drill targets. The Company is planning a surface sampling program when the Ministry of Mines reverses the temporarily suspended access to the permit. With the granting of Lati 2, Company crews revisited the area recently and mapped the collective surface area of artisanal panning, which has now doubled in surface area to 3 square kilometres. One new significant area of surface panning is 3 kilometres long by 800 metres wide, which has not been drill tested. The Company plans to evaluate this untested area with detailed soil sampling in order to prioritize drill testing. If the Djimbala permit transaction closes, the Company will also commence initial surface evaluation of the artisanal workings and soil sampling program.

OTHER INFORMATION

Additional information related to the Company is available for viewing on SEDAR at www.sedar.com.

FORWARD-LOOKING STATEMENTS

Forward-looking statements look into the future and provide an opinion as to the effect of certain events and trends on the business. Forward-looking statements may include words such as “plans”, “intends”, “anticipates”, “should”, “estimates”, “expects”, “believes”, “indicates”, “suggests” and similar expressions.

This Management’s Discussion and Analysis (“MD&A”) and in particular the “Outlook” section, contains forward-looking statements, including, without limitation, statements about the mineral properties and financing activities. These forward-looking statements are based on current expectations and various

estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors. Information concerning the interpretation of property exploration results may also be considered a forwardlooking statement, as such information constitutes a prediction of what mineralization might be found to be present if and when a project is actually developed.

Unless otherwise indicated, forward-looking statements in this MD&A describe the Company’s expectations as of the date of this MD&A.

Readers are cautioned not to place undue reliance on these statements as the Company’s actual results, performance or achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements if known or unknown risks, uncertainties or other factors affect the Company’s business, or if the Company’s estimates or assumptions prove inaccurate. Such risks and other factors include, among others, risks related to integration of acquisitions; risks related to operations; actual results of current exploration activities; actual results of current reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of metals; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed in the section entitled “Risks and Uncertainties” Therefore, the Company cannot provide any assurance that forward-looking statements will materialize.

The Company assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or any other reason, except as required by law.

For a description of material factors that could cause the Company’s actual results to differ materially from the forward-looking statements in this MD&A, please see “Risks and Uncertainties”.