North Peak Resources Ltd. — Management Reports 2021

May 1, 2021

North Peak Resources Ltd. Management's Discussion and Analysis For the Year Ended December 31, 2020 Expressed in Canadian Dollars Dated April 30, 2021

The following management’s discussion and analysis (“ MD&A ”) of the financial condition and results of operations of North Peak Resources Ltd. (“ North Peak ”, or the “ Company ”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the year ended December 31, 2020. This MD&A has been prepared in compliance with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations . This discussion should be read in conjunction with the audited annual consolidated financial statements of the Company for the year ended December 31, 2020, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. Information contained herein is presented as at April 30, 2021 unless otherwise indicated.

Description of Business

The Company was incorporated on March 28, 2011 and organized under the laws of Alberta, Canada. The registered office of the Company is located at 1600, 421 - 7 Avenue SW, Calgary, Alberta T2P 4K9. The Company today is a Canadian based gold exploration and development company that is listed on the TSX Venture Exchange (the “ Exchange ”) under the symbol “NPR”. The Company holds an option (the “ Option ”) to acquire 100% interest in and to the Kenogami Lake Project (formerly referred to as the Mike Leahy Property) located 15 kilometres southwest of Kirkland Lake, Ontario consisting of twentyseven (27) mineral claims totaling approximately 500.3 hectares (the “ Property ”).

The Company’s original business, starting in November 2015, was as an enterprise technology provider dedicated to building blockchain technologies. The Company was named BTL Group Ltd. and then Interbit Ltd., during that period of time. The Company has obtained various patents in the United States and subsequent to year end these patents, along with ongoing related patent applications in China, were sold for a $150,000 cash payment and a 5% royalty on any profits generated by the buyer and its affiliates from any commercial applications derived from the patents that such buyer may develop.

On March 20, 2020 the Company announced that it entered into an option agreement (the “ Option Agreement ”) whereby the Company has been granted the exploration property Option described above and that it proposed to complete a “Change of Business” transaction (the “ COB Transaction ”) to become a Tier 2 mining issuer listed on the Exchange and to be engaged in the exploration and development of mineral properties. The Company also proposed to change its name to “North Peak Resources Ltd.” and to complete a consolidation of the issued and outstanding common shares of the Company (the “ Common Shares ”) on the basis of one (1) post-consolidation Common Share for each two (2) preconsolidation Common Shares (the “ Consolidation ”).

On June 24, 2020 obtained shareholder approval for the proposed COB Transaction, the Consolidation, the proposed name change, and annual meeting matters.

On June 29, 2020, the Company announced it had completed the COB Transaction, the Consolidation and the name change to “North Peak Resources Ltd.”. Current and comparative disclosure has been amended to reflect this Consolidation.

In addition, during the nine months ended September 30, 2020, the Company’s wholly owned subsidiaries Blockchain Tech Ltd. and BTL Dev Ltd. were wound down and dissolved.

Highlights and Outlook

During the second quarter of 2020 the Company completed the COB Transaction to become engaged in the exploration and development of mineral properties, added to its Board of Directors and revamped and redirected its management team and their efforts. The Company also continued to reduce its monthly overhead and management has focused its attention to the exploration of the Property and studying and searching for additional mining projects that could meet the Company’s investment criteria.

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North Peak Resources Ltd. Management's Discussion and Analysis For the Year Ended December 31, 2020 Expressed in Canadian Dollars Dated April 30, 2021

The Company’s management has previous experience in identifying and acquiring mining projects in politically safe jurisdictions and which meet the Company’s current investment criteria, such as low cost and high grade in situ ore. Similar search criteria will guide management as it evaluates projects with a particular emphasis on finding “brownfield” projects, which are former operating mines that ceased operation either recently or well in the past. Such brownfield projects can often have commercial advantages over “greenfield” projects – which are exploration stage properties that have never been in production. These advantages can include shorter time to re-start production, less complicated permitting timelines and often are located where a labor force and suppliers of key mining materials exist nearby.

During the last three month period in 2020 ending December 31st, the Company’s management team continued to evaluate mining projects in accordance with its investment criteria with a focus in politically safe jurisdictions, and has been building the files and technical information that will assist it in refining its asset search process going forward.

Regarding the Kenogami Lake Project and what is required in order to exercise the Option and keep it in good standing, the Company is required to make total cash payments of $35,000, issue a total of 50,000 Common Shares (before the Consolidation) and incur exploration expenditures of no less than $250,000, as follows:

• (a) paying the optionor $35,000 upon issuance of a National Instrument 43-101 Technical Report on the Property (paid);

• (b) issuing to the optionor 25,000 Common Shares (post-Consolidation) effective upon issuance of the Technical Report (issued July 2, 2020, and ascribed a fair value of $19,500);

• (c) incurring $100,000 of exploration expenditures on the Property on or before the second anniversary of the closing of the COB Transaction, and issuing to the optionor 50,000 Common Shares once such $100,000 of exploration expenditures have been incurred; and

• (d) incurring $150,000 of exploration expenditures on the Property on or before the fourth anniversary of the closing date of the COB Transaction.

Further to its exploration expenditure obligations, the Company prepared to commence a limited drilling program on the Leahy property after year end however this has been delayed due to local ground conditions and it is expected that drilling should continue when weather and access are appropriate and suitable, which the Company expects will be in Q2 2021.

On June 24, 2020, Mike Sutton and Gordon Chmilar were appointed to the Board of Directors of the Company.

As at December 31, 2020, the Company reported a cash position of $6,746,310 and working capital of $6,882,731.

After year-end, the Company completed a non-brokered private placement on January 8, 2021, pursuant to which it issued 2,299,999 Common Shares at an issue price of $0.48 per share, for aggregate gross proceeds of $1,104,000. Cash costs of issue amounted to $103,467 in aggregate.

The company continues to evaluate further mining properties, that fulfil its key criteria of targeting historic mining assets with strategic exploration potential at an appropriate acquisition price.

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North Peak Resources Ltd. Management's Discussion and Analysis For the Year Ended December 31, 2020 Expressed in Canadian Dollars Dated April 30, 2021

Selected Annual Information

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Year Ended Dec. 31, Year Ended Dec. 31,
2020 2019
($) ($)
Total assets 7,065,059 6,561,824
Total liabilities 127,828 481,832
Working capital 6,882,731 6,079,992
Expenses 1,596,161 5,358,578
Net loss (1,596,161) (5,358,578)
Net loss per share, basic and diluted (0.10) (0.45)
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The Company reported a net loss of $1,596,161 for the year December 31, 2020, compared with a loss for the year ended December 31, 2019 of $5,358,578.

The reported loss consists primarily of the following:

• Salaries and benefits saw a recovery of $22,079 (2019 - $1,524,189), In the comparative period, this was representative of the Company’s investment in human capital supporting the development of its blockchain technologies. Staffing reductions and closure of the remaining office occurred during 2019 as the Company began to cut costs and reposition the Company. Fiscal 2020 saw a recovery of $22,079, as provisions made for terminated employees were adjusted.

• Contractor fees of $41,274, decreasing from $1,563,873 during the year ended December 31, 2020, with variance attributable to the engagement of third party developers in Belarus, commencing in the fourth quarter of 2018, having been substantially wound down in the third quarter of 2019. Current period costs relate to consultants engaged to assist with the strategic repositioning of the Company.

• Travel expenses declined to $94,326 during the year ended December 31, 2020 from $271,041 during the year ended December 31, 2019. Travel expenses consisted of marketing and executive travel which declined during the COVID19 global pandemic.

• Professional fees were $324,917 during the year ended December 31, 2020, down marginally from $359,437 for the year ended December 31, 2019, representing legal costs associated with the COB Transaction, patent applications and general corporate matters.

• Exploration expenses of $109,168 consisted of $13,982 in consulting fees related to the Leahy property and $95,186 in expenses related to the investigation of prospective properties. (2019 - $nil)

• Stock-based compensation declined for the year ended December 31, 2020 to $407,755, net of a recovery driven by the unvested portion of options cancelled related to terminations. The comparative year ended December 31, 2019 saw a stock based compensation expense of $904,719, reflective of the graded vesting of options granted to staff and consultants.

• Office and general expenses declined to $681,528 for the year ended December 31, 2020, from $872,950 for the year ended December 31, 2019, driven primarily by head count reductions and associated declines in variable consumable expenditures.

• Exploration expenses were $109,168 during the year ended December 31, 2020 (year December 31, 2019 - $nil), reflective of the Company’s transition to a junior mining reporting issuer. Costs

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North Peak Resources Ltd. Management's Discussion and Analysis For the Year Ended December 31, 2020 Expressed in Canadian Dollars Dated April 30, 2021

consisted of geological consulting and expenses related to the investigation of prospective properties during the period. The comparative period had no exploration expenditures.

• Interest income declined to $55,905 in the year ended December 31, 2020 from $175,549 for the year ended December 31, 2019, representing interest earned from declining interest rates and invested balances on the Company’s cash accounts.

Summary of Quarterly Results

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Revenue
Net Earnings (Loss)
($)
Basic and
Total assets
For the Period Ended diluted
Total ($)
earnings per
($)
share
($)
2020 – December 31 Nil (468,082) (0.03) 7,065,059
2020 – September 30 Nil (750,854) (0.04) 6,855,530
2020 – June 30 Nil (401,724) (0.03) 7,178,571
2020 – March 31 Nil 24,499 (0.00) 7,609,757
2019 – December 31 Nil (1,066,843) (0.05) 6,561,824
2019 – September 30 Nil (1,212,294) (0.05) 7,291,261
2019 – June 30 Nil (1,532,556) (0.06) 9,222,754
2019 – March 31 Nil (1,546,885) (0.06) 10,154,925
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Three Months Ended December 31, 2020 vs Three Months Ended December 31, 2019

The Company reported a net loss of $468,082 for the three months ended December 31, 2020, compared with a loss for the three months ended December 31, 2019 of $1,066,843.

The reported loss consists primarily of the following:

• A recovery of salaries and benefits of $26,902 (three months ended December 31, 2019 – an expense of $558,686), In the comparative period, this was representative of the Company’s investment in human capital supporting the development of its blockchain technologies. Staffing reductions and closure of the remaining office occurred during 2019 as the Company began to cut costs and reposition the Company. The recovery is a result of provisions made for terminated employees having been adjusted.

• A recovery of contractor fees of $9,582, decreasing from an expense of $28,974 during the three months ended December 31, 2020, with the variance attributable to the engagement of third party developers in Belarus, commencing in the fourth quarter of 2018, having been substantially wound down in the third quarter of 2019. Current period costs relate to consultants engaged to assist with the strategic repositioning of the Company.

• Travel expenses declined to $6,385 during the three months ended December 31, 2020, down from $35,578 during the three months ended December 31, 2019. Travel expenses consisted of marketing and executive travel which declined during the COVID19 global pandemic.

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North Peak Resources Ltd. Management's Discussion and Analysis For the Year Ended December 31, 2020 Expressed in Canadian Dollars Dated April 30, 2021

• Professional fees were $8,600 during the three months ended December 31, 2020, down from $79,942 for the three months ended December 31, 2019, representing legal costs associated with general corporate matters whereas the comparative period included legal costs associated with the repositioning of the business.

• Exploration expenses were $59,351 during the three months ended December 31, 2020 (three months ended December 31, 2019 - $nil), reflective of the Company’s transition to a junior mining reporting issuer. Costs consisted of geological consulting and expenses related to the investigation of prospective properties during the period. The comparative period, prior to the COB Transaction, had no exploration expenditures.

• Stock-based compensation increased to $269,503 for the three months ended December 31, 2020 from $166,770 in the comparative period. The variance over the comparative period is primarily driven by graded vesting of options granted during fiscal 2020.

• Office and general expenses declined to $178,602 for the three months ended December 31, 2020, from $191,236 for the three months ended December 31, 2019, driven primarily by head count reductions and associated declines in variable consumable expenditures.

• Interest income declined to $7,446 in the three months ended December 31, 2020 from $35,259 for the three months ended December 31, 2019, representing interest earned from declining interest rates and invested balances on the Company’s cash accounts.

Liquidity and Capital Resources

The Company reported working capital as at December 31, 2020 of $6,882,731 (December 31, 2019 - $6,079,992), and cash of $6,746,310 (December 31, 2019 - $6,299,125).

The cash on hand as at December 31, 2020 is expected to be sufficient to meet the Company’s liquidity requirements for the next twelve months.

After year-end, the Company completed a non-brokered private placement on January 8, 2021, pursuant to which it issued 2,299,999 Common Shares at an issue price of $0.48 per share, for aggregate gross proceeds of $1,104,000.

Critical Accounting Estimates

Application of the Company’s accounting policies in compliance with IFRS requires the Company’s management to make certain judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. These estimates and assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the financial position reporting date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

Share-based Payments

Management is required to make certain estimates when determining the fair value of stock options awards, and the number of awards that are expected to vest. These estimates affect the amount recognized as stock-based compensation in the statement of operations based on estimates of forfeiture and expected lives of the underlying stock options.

Several variables are used when determining the value of stock options using the Black-Scholes

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North Peak Resources Ltd. Management's Discussion and Analysis For the Year Ended December 31, 2020 Expressed in Canadian Dollars Dated April 30, 2021

valuation model:

• The expected term: the Company used the expected term of the stock of five years, which is the maximum term ascribed to these stock options, for the purposes of calculating their value. The Company chose the maximum term because it is difficult to determine with any reasonable degree of accuracy when these stock options will be exercised.

• Volatility: the Company used historical information of the Company on the market price of its common shares to determine the degree of volatility at the date the stock options were granted. Therefore, depending on when the stock options were granted and the period of historical information examined, the degree of volatility can be different when calculating the value of different stock options.

• Risk-free interest rate: the Company used the interest rate available for government securities of an equivalent expected term as at the date of the grant of the stock options. The risk-free interest rate would vary depending on the date of the grant of the stock options and their expected term.

• Dividend yield: the Company has not paid dividends in the past because it is in the development stage and has not yet earned any sufficient operating income. Therefore, a dividend rate of 0% was used for the purposes of the valuation of the stock options.

Critical Judgments Used in Applying Accounting Policies

In the preparation of the financial statements management has made judgments, aside from those that involve estimates, in the process of applying the accounting policies. These judgments can have an effect on the amounts recognized in the financial statements.

Income taxes and recovery of deferred tax assets

The measurement of income taxes payable and deferred income tax assets and liabilities requires management to make judgments in the interpretation and application of the relevant tax laws. The actual amount of income taxes only becomes final upon filing and acceptance of the tax return by the relevant authorities, which occurs subsequent to the issuance of the financial statements.

The determination of categories of financial assets and financial liabilities has been identified as an accounting policy which involves judgments or assessments made by management.

Estimation uncertainty

The following are key assumptions concerning the future and other key sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the next financial year:

• (a) Provisions for income taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were originally recorded, such differences will affect the tax provisions in the period in which such determination is made.

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North Peak Resources Ltd. Management's Discussion and Analysis For the Year Ended December 31, 2020 Expressed in Canadian Dollars Dated April 30, 2021

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, an effect on the results of operations or financial condition of the Company.

Financial Risk Factors

The Company’s activities expose it to a variety of financial risks: credit risk, liquidity risk, market risk (including interest rate risk).

Risk management is carried out by the Company's management team with guidance from the Audit Committee under policies approved by the Board of Directors. The Board of Directors also provides regular guidance for overall risk management.

Credit Risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfil its payment obligations. The Company's credit risk is primarily attributable to cash. The Company has no significant concentration of credit risk arising from operations. Cash consists of cash at banks and on hand. The cash has been invested and held with reputable financial institutions, from which management believes the risk of loss to be remote.

Liquidity Risk

Liquidity risk refers to the risk that the Company will not be able to meet its financial obligations as they become due, or can only do so at excessive cost. The Company's liquidity and operating results may be adversely affected if the Company's access to the capital market is hindered, whether as a result of a downturn in market conditions generally or as a result of conditions specific to the Company. As at December 31, 2020, the Company had a cash balance of $6,746,310, to settle current liabilities of $127,828. The Company regularly evaluates its cash position to ensure preservation and security of capital as well as maintenance of liquidity.

Most of the Company's financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms.

Extreme market volatility and stressed conditions resulting from COVID-19 and the measures implemented to control its spread could limit our access to capital markets and our ability to generate funds to meet out capital requirements. Sustained global economic uncertainty could result in more costly or limited access to funding sources. In addition, while the company currently has sources of liquidity, such as cash balances, there can be no assurance that these sources will provide us with sufficient liquidity on commercially reasonable terms in the future. Extreme market volatility may leave the Company unable to react in a manner consistent with our historical practices.

Market Risk

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company has cash balances no debt. The Company's current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institution. The Company periodically monitors the investments it makes and is satisfied with the creditworthiness of its banks.

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North Peak Resources Ltd. Management's Discussion and Analysis For the Year Ended December 31, 2020 Expressed in Canadian Dollars Dated April 30, 2021

COVID-19

The pandemic and resulting economic downturn have created significant volatility and declines in financial and commodity markets. Central banks have announced emergency interest rate cuts, while governments are implementing unprecedented fiscal stimulus packages to support economic stability. The pandemic could result in a global recessionary environment with continued market volatility, which may continue to impact the Company’s financial condition.

Capital Management

The Company manages its capital with the following objectives:

• (a) to ensure sufficient financial flexibility to achieve the ongoing business objectives including funding of future growth opportunities, and pursuit of accretive acquisitions; and

• (b) to maximize shareholder return through enhancing the share value.

The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and industry in general. The Company may manage its capital structure by issuing new shares, repurchasing outstanding shares, adjusting capital spending, or disposing of assets. The capital structure is reviewed by management and the Board of Directors on an ongoing basis.

The Company considers its capital to be equity, comprising share capital, contributed surplus and deficit, which at December 31, 2020, totaled $6,937,231 (December 31, 2019 - $6,079,992). The Company manages capital through its financial and operational forecasting processes. The Company reviews its working capital and forecasts its future cash flows based on operating expenditures, and other investing and financing activities. Information is provided to the Board of Directors of the Company. The Company’s capital management objectives, policies and processes have remained unchanged during the year ended December 31, 2020.

Related Party Transactions

As at December 31, 2020, amounts due to related parties totaled $76,541 (December 31, 2019 - $10,900) pertaining to amounts payable for key management remuneration, and reimbursement of expenses paid on behalf of the Company included in accounts payable.

During the year December 31, 2020, three directors were paid fees as follows:, Mr. Brian Hinchcliffe: $161,591 (2019 - $159,042); Mr. John Thomson: $nil (2019 - $101,792). Ms. Chelsea Hayes: $147,320, (2019 - $nil), Mr. Gordon Chmilar: $8,000 (2019 - $nil). As at December, 2020, $76,541 (2019 - $nil) was included in accounts payable and accrued liabilities in relation to these fees.

During the year ended December 31, 2020, the Company expensed $50,867 (2019 - $54,506) to Marrelli Support Services Inc. (“ Marrelli Support ”) and DSA Corporate Services Inc. (“ DSA ”), collectively known as the “ Marrelli Group ” for:

• (i) Robert D.B. Suttie, President of Marrelli Support, to act as Chief Financial Officer of the Company; (ii) bookkeeping and office support services; and (iii) regulatory filing services.

The Marrelli Group is also reimbursed for out of pocket expenses.

As of December 31, 2020, the Marrelli Group was owed $9,921 (December 31, 2019 - $10,646). These amounts are included in accounts payable and accrued liabilities.

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North Peak Resources Ltd. Management's Discussion and Analysis For the Year Ended December 31, 2020 Expressed in Canadian Dollars Dated April 30, 2021

For the year ended December 31, 2020, legal fees of $304,349 were paid to a law firm with for a director is a partner. The legal fees incurred pertained to general corporate matters, patent administration and the recent change of business initiative. As at December 31, 2020, $43,600 (2019 - $53,310) was included in accounts payable and accrued liabilities in relation to these fees.

The above noted transactions are in the normal course of business and are measured at the exchange amount, as agreed to by the parties, and approved by the Board of Directors in strict adherence to conflict of interest laws and regulations.

Events Occurring After the Reporting Period

As of the date of this document there are no reportable events occurring after the reporting period which are not otherwise included in this document.

Additional Disclosure for Venture Issuers Without Significant Revenue

Office and General expenses for the year ended December 31, 2020 and 2019 are comprised of the following:

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Year Ended December 31, 2020 2019
($) ($)
Directors fees 350,627 260,834
Accounting fees 40,975 47,366
Chief Financial Officer fees 18,000 18,000
Filing Fees 29,368 7,733
Transfer Agent 47,832 13,823
Insurance 38,708 52,866
Annual General Meeting Costs 25,017 82,634
Software subscriptions 22,729 94,059
Rent and utilities 30,916 99,106
Phones and internet 20,260 30,066
Foreign exchange (gain)/loss (5,045) 31,263
Other 62,142 135,200
$681,529 $872,950
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Risks and Uncertainties

The success of the Company is dependent, among other things, on obtaining sufficient funding to enable the Company to develop or exploit its mining properties and assets. There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of further development. The Company will require new capital to continue to operate and there is no assurance that capital will be available when needed, if at all. It is likely such additional capital will be raised through the issuance of additional equity, which will result in dilution to the Company’s shareholders.

The Company does not have a historical track record of operating upon which investors may rely.

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North Peak Resources Ltd. Management's Discussion and Analysis For the Year Ended December 31, 2020 Expressed in Canadian Dollars Dated April 30, 2021

Consequently, investors will have to rely on the expertise of the Company’s management. The Company does not have a history of earnings or the provision of return on investment, and there is no assurance that it will produce revenue, operate profitably or provide a return on investment in the future.

Dependence on Key Employees

The Company’s business and operations are dependent on retaining the services of a small number of key employees. The success of the Company is, and will continue to be, to a significant extent, dependent on the expertise and experience of these employees. The loss of one or more of these employees could have a materially adverse effect on the Company. The Company does not maintain insurance on any of its key employees.

Potential Dilution

The issue of Common Shares upon the exercise of the options will dilute the ownership interest of the Company’s current shareholders. The Company may also issue additional option and warrants or additional Common Shares from time to time in the future. If it does so, the ownership interest of the Company’s then current shareholders could also be diluted.

Current Global Financial Conditions and Trends

Securities of mining companies in public markets have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include metals prices, macroeconomic developments in Canada and globally, and market perceptions of the attractiveness of particular industries. The price of the securities of companies in the mining sector are also significantly affected by proposed and newly enacted laws and regulations, currency exchange fluctuation and the political environment in the local, provincial and federal jurisdictions in which the Company does business.

During the year ended December 31, 2020, an outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat its spread. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operating subsidiaries in future periods.

Due to the worldwide COVID-l9 outbreak, material uncertainties may come into existence that could influence management's going concern assumption. Management cannot accurately predict the future impact COVID-19 may have on:

• global metals prices;

• the severity and the length of potential measures taken by governments to manage the spread of the virus and their effect on labour availability and supply lines;

• availability of essential supplies;

• purchasing power of the Canadian dollar; and

• ability to obtain funding.

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North Peak Resources Ltd. Management's Discussion and Analysis For the Year Ended December 31, 2020 Expressed in Canadian Dollars Dated April 30, 2021

At the date of the approval of the MD&A, the Canadian government has not introduced measures which directly impede the activities of the Company. Management believes the business will continue and accordingly, the current situation bears no impact on management's going concern assumption. However, it is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.

Critical Accounting Estimates

Significant assumptions about the future that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

Stock-Based Compensation

Management is required to make certain estimates when determining the fair value of stock options awards, and the number of awards that are expected to vest. These estimates affect the amount recognized as stock-based compensation in the statements of loss based on estimates of forfeiture and expected lives of the underlying stock options.

Critical Accounting Estimates and Judgments

The preparation of these financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Significant assumptions about the future that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

Impairment of Resource Property Costs

Management reviews the carrying values of exploration and evaluation assets whenever events or changes in circumstances indicate that their carrying values may not be recoverable. The recoverable amount of cash-generating units for an exploration stage company requires various subjective assumptions. These assumptions may change significantly over time when new information becomes available and may cause original estimates to change.

Income Taxes and Recovery of Deferred Tax Assets

The measurement of income taxes payable and deferred income tax assets and liabilities requires management to make judgments in the interpretation and application of the relevant tax laws. The actual amount of income taxes only becomes final upon filing and acceptance of the tax return by the relevant authorities, which occurs subsequent to the issuance of the financial statements. Judgment exists in relation to the eligibility of qualifying exploration and evaluation expenditures on properties in relation to flow-through share financing. Deferred tax assets require management to assess the likelihood that the Company will generate taxable income in future periods in order to utilize recognized deferred tax assets. As at December 31, 2020 and December 31, 2019, no deferred tax assets were recognized, as the

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North Peak Resources Ltd. Management's Discussion and Analysis For the Year Ended December 31, 2020 Expressed in Canadian Dollars Dated April 30, 2021

Company is still in the exploration stage, and management is uncertain when sufficient taxable income will be available to realize the deferred tax assets.

Management’s Responsibility for Financial Information

The Company's financial statements are the responsibility of the Company's management and have been approved by the Board of Directors. The financial statements were prepared by the Company’s management in accordance with Canadian generally accepted accounting principles. The financial statements include certain amounts based on the use of estimates and assumptions. Management has established these amounts in a reasonable manner, in order to ensure that the financial statements are presented fairly in all material respects.

Disclosure of Outstanding Share Data

As of the date of this MD&A, the Company had 20,034,455 Common Shares, 1,521,250 options, and no warrants outstanding.

Forward Looking Statements

Except for the historical statements contained herein, this MD&A presents “forward-looking statements” within the meaning of Canadian securities legislation that involve inherent risks and uncertainties. Forward-looking statements include, but are not limited to, statements with respect to requirements for additional capital, government regulation of its operations, environmental risks, or claims and limitations on insurance coverage. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “proposed” “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: (i) limited operating history; (ii) the impact of the coronavirus (COVID-19) pandemic may significantly impact the Company; (iii) exploration, development and operating risks; (iv) substantial capital requirements and liquidity; (v) fluctuating mineral prices and marketability of minerals, the uncertainty in commodity prices and market volatility; (vi) regulatory, permit and license requirements; (vii) financing risks and dilution to shareholders; (viii) title to properties; (ix) competition; (x) reliance on management and key personnel; (xi) environmental risks; (xii) local resident concerns; (xiii) conflicts of interest; (xiv) uninsurable risks; (xv) litigation; and (xvi) other factors beyond the control of the Company. Although the management and officers of the Company believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions and have attempted to identify important factors that could cause actual results to differ materially from those contained in forwardlooking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws.

Additional Information

Additional information relating to the Company is available on the SEDAR website www.sedar.com

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