Opawica Explorations Inc.

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Suite 3043 – 595 Burrard Street, Vancouver, B.C. Canada V7X 1L7 T (604)681-3170, F (604)681-3552, [email protected]

www.opawica.com

INTERIM MD&A – QUARTERLY HIGHLIGHTS FOR THE SIX MONTHS ENDED FEBRUARY 28, 2021

The following interim MD&A – quarterly highlights of the financial position of Opawica Explorations Inc. (the “Company” or “Opawica”) and results of operations of the Company should be read in conjunction with the unaudited condensed interim financial statements including the notes thereto for the period ending February 28, 2021 and the audited financial statements for the year ending August 31, 2020.

The accompanying unaudited condensed interim financial statements and related notes are presented in accordance with International Financial Reporting Standards for interim financial statements and accordingly do not include all disclosures required for annual financial statements. These statements, together with the following interim MD&A - quarterly highlights dated April 28, 2021 (“Report Date”), are intended to provide investors with a reasonable basis for assessing the financial performance of the Company as well as forward-looking statements relating to the potential future performance. The information in the interim MD&A – quarterly highlights may contain forward-looking statements.

These statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forward-looking statements in light of the risks as set forth below.

Economic and industry factors are substantially unchanged with respect to a comparison of the Company’s interim financial condition to the financial condition as at the most recently completed financial year end.

Additional information relating to the Company may be found on SEDAR at www.sedar.com.

1. CORE BUSINESS

Opawica Explorations Inc. was incorporated under the Business Corporations Act (Ontario) on September 17, 1975 and was continued into British Columbia by Certificate of Continuation issued under the Business Corporations Act (British Columbia) on September 29, 2006. The Company is listed on the TSX Venture Exchange (“TSX-V”), having the symbol OPW-V, as a Tier 2 mining issuer. The Company is a junior resource company engaged in the acquisition, exploration and evaluation of mineral properties in Canada for hosting gold and base metal deposits. As at the date hereof, the Company holds interests in the following mineral resource properties in Canada:

Arrowhead Property – 100% owned gold property consisting of 19 mineral claims in a continuous claim block totalling 400.76 hectares, located in the Joannes Township approximately 30 km east of Rouyn Noranda, Quebec;
Bazooka East Property – 100% owned gold property consisting of 15 mineral claims in two non-continuous claim blocks totalling 312.4 hectares, located in the Beauchastel Township approximately 7 km southwest of Rouyn Noranda, Quebec;

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Bazooka West Property – 100% owned gold property consisting of 24 mineral claims totalling 953.86 hectares located in the Beauchastel Township approximately 7 km southwest of Rouyn Noranda, Quebec;
Richard Copper Property – 100% owned copper-gold property consisting of four mineral claims located approximately 15 km from Rouyn Noranda, Quebec;
Enterprise Property – an option to purchase up to 100% interest in 308 mineral claims located in the Exploits Subzone of Central Newfoundland and Labrador;
Lil d’Espoir Lake Property – 100% interest in 176 mineral claims totalling approximately 44 km[2] in the Exploits Subzone of Central Newfoundland and Labrador;
Chapel Island Property – 100% interest in 173 mineral claims totalling approximately 43.25 km[2] in the Exploits Subzone of Central Newfoundland and Labrador; and
Density, Eclipse and Mass Properties – 70% interest in 906 mineral claims in Newfoundland and Labrador pursuant to an exploration, development and mine operating agreement with Crest Resources Inc.

2. FINANCIAL CONDITION

The Company has not generated revenue from operations and incurred a net loss of $873,512 during the six months ended February 28, 2021, has accumulated losses of $37,081,296 since inception and expects to incur further losses in the development of its business, all of which forms a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to raise financing and generate future profitable operations. As the Company is in the exploration stage, the recoverability of costs incurred to date on exploration properties is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of its properties and upon future profitable production or proceeds from the disposition of the properties. The Company will periodically have to raise funds to continue operations and, although it has been successful in doing so in the past, there is no assurance it will be able to do so in the future.

Industry and economic factors continue to affect the Company’s performance. Generally strong capital market conditions and renewed interest in gold has enabled the Company to raise equity financing to fund the Company’s acquisition and exploration activities. These conditions are expected to continue over the next twelve months.

The Company had a working capital deficit of $17,662 at February 28, 2021 (August 31, 2020 – $40,155 surplus).

Cash was $84,795 at February 28, 2021 (August 31, 2020 - $164,834). The Company’s sources and uses of cash are discussed in section 4.0 “Cash Flows” below.

Amounts and other receivable were $16,905 at February 28, 2021 (August 31, 2020 - $3,657) and consist of $16,648 in GST input tax credits and $257 in office recovery receivable.

Prepaid expenses of $1,246 at February 28, 2021 (August 31, 2020 - $10,133) relate to ordinary operating expenses.

Exploration and evaluation assets of $1,486,910 at February 28, 2021 (August 31, 2020 - $1,145,334) consist of acquisition and exploration expenditures on the Arrowhead ($105,932); Bazooka East ($869,736), Bazooka West ($192,352), Enterprise ($250,000) and Density, Eclipse and Mass ($68,890) properties.

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Equipment of $6,082 at February 28, 2021 (August 31, 2020 - $490) consists of office furniture and equipment and computer equipment.

Trade and other payables were $120,422 at February 28, 2021 (August 31, 2020 - $87,270). Trade and other payables are unsecured and are usually paid within 30 days of recognition. Included in trade and other payables is an unsecured loan in the amount of $22,000 and accrued interest payable of $2,386.

Non-current loan payable consists of a loan from the Canadian government’s Canada Emergency Business Account (“CEBA”) Program in the amount of $40,000. The CEBA is a government guaranteed loan of up to $40,000 that is interest-free until December 31, 2022. The loan is available to help businesses with operating costs during COVID-19. Twenty-five percent of the loan amount ($10,000) is eligible for forgiveness as long as the business pays back $30,000 on or before December 31, 2022. If the business cannot pay back the loan by December 31, 2022, it can be converted into a 3-year term loan at an interest rate of 5%.

Due to related parties was $186 at February 28, 2021 (August 31, 2020 - $51,199). Due to related parties represents amounts owing to directors, officers and companies with common directors for unpaid salaries, fees and expenses, which are unsecured, non interest bearing and payable on demand.

3. FINANCIAL PERFORMANCE

The Company is organized into one business unit being that of acquisition and exploration and evaluation activities in Canada.

Because the Company is in the exploration stage, it did not earn any significant revenue and its expenses relate to the costs of operating a public company. Net loss and comprehensive loss for the six months ended February 28, 2021 was $873,512 or $0.05 per share, compared to a loss of $118,234 for the six months ended February 28, 2021 or $0.01 per share. Net loss and comprehensive loss for the three months ended February 28, 2021 was $512,938 or $0.02 per share, compared to a loss of $61,915 for the three months ended February 28, 2021 or $0.01 per share.

3.1 Total Expenses for the Six Months Ended February 28, 2021

Total expenses for the six months ended February 28, 2021 were $873,512 compared to $118,234 in expenses recorded for the 2020 comparative period.

Employee costs were $823,107 for the six months ended February 28, 2021 compared to $103,648 in employee costs recorded in the 2020 comparative period, and consist of consulting fees, management fees, salaries and benefits, WorkSafeBC premiums and share-based payments. The following is a breakdown of material components on the Company’s employee costs for the six months ended February 28, 2021 and 2020.

28, 2021 and 2020.
Consulting fees Management fees Salaries and benefits WorkSafeBC premiums Share-based payments	Six months ended February 28, 2021 $ Six months ended February 29, 2020 $
	179,300 60,000 240,000 - 41,190 43,586 529 62 362,088 -
	823,107 103,648

Consulting fees were paid to various strategic business development and administrative consultants.

Management fees and salaries and benefits are period expenses paid to directors and officers. See Related Party Transactions below.

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Share-based payments of $362,088 was recorded for the grant of 2,645,000 stock options to officers, directors and consultants.

Finance expense consists of interest on demand loans.

General and administrative expenses were $44,684 for the six months ended February 28, 2021 compared to $13,379 in expenses for the 2020 comparative period, an increase that reflects greater activity in the Company. The following is a breakdown of the material components of the Company’s general and administrative expenses for the six months ended February 28, 2021 and 2020.

Accounting and legal fees Business development Filing fees Investor communications Office expenses Rent	Six months ended February 28, 2021 $ Six months ended February 29, 2020 $
	2,802 3,560 1,894 - 12,813 6,458 16,693 2,417 1,482 944 9,000 -
	44,684 13,379

Accounting fees were $nil for the six months ended February 28, 2021 compared to $2,250 in accounting fees incurred for audit and tax return preparation services recorded during the 2020 comparative period.

Legal fees were $2,802 for the six months ended February 28, 2021 compared to $1,310 in legal fees recorded during the 2020 comparative period. The following is a breakdown of the material components of the Company’s legal fees for the six months ended February 28, 2021 and 2020.

Annual corporate services General corporate matters Property acquisitions Shareholder meetings	Six months ended February 28, 2021 $ Six months ended February 29, 2020 $
	467 1,310 1,398 - 250 - 687 -
	2,802 1,310

Business development expenses include meals and entertainment.

Filing fees totalled $12,813 for the six months ended February 28, 2021 compared to $6,458 in filing fees recorded during the 2020 comparative period. The following is a breakdown of the material components of the Company’s filing fee expenses for the six months ended February 28, 2021 and 2020.

Annual financial statements Private placements Reports of exempt distribution Reviewable transaction Venture sustaining fee	Six months ended February 28, 2021 $ Six months ended February 29, 2020 $
	3,108 3,108 5,205 750 900 - 1,000 - 2,600 2,600
	12,813 6,458

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Investor communications expenses totalled $16,693 for the six months ended February 28, 2021 compared to $2,417 in investor communications expenses recorded during the 2020 comparative period. The following is a breakdown of the material components of the Company’s investor communications expenses for the six months ended February 28, 2021 and 2020.

Advertising News releases Shareholder meetings Transfer agent Website	Six months ended February 28, 2021 $ Six months ended February 29, 2020 $
	6,700 - 50 - 3,493 - 4,950 2,417 1,500 -
	16,693 2,417

The Company has entered into a sublease for office premises on a month-to-month basis effective May 2020 at a cost of $1,500 per month.

Impairment of exploration and evaluation assets of $4,411 for the six months ended February 28, 2021 consists of $3,315 in geological consulting for the McWatters property that was previously written off, and $1,096 (2020 - $246) for the payment of land taxes on mining leases previously written off.

3.2 Total Expenses for the Three Months Ended February 28, 2021

Total expenses for the three months ended February 28, 2021 were $512,938 compared to $61,915 in expenses recorded for the 2020 comparative period.

Employee costs were $479,262 for the three months ended February 28, 2021 compared to $51,934 in employee costs recorded in the 2020 comparative period, and consist of consulting fees, management fees, salaries and benefits, WorkSafeBC premiums and share-based payments. The following is a breakdown of material components on the Company’s employee costs for the three months ended February 28, 2021 and 2020.

February 28, 2021 and 2020.
Consulting fees Management fees Salaries and benefits WorkSafeBC premiums Share-based payments	Three months ended February 28, 2021 $ Three months ended February 29, 2020 $
	81,800 30,000 192,500 - 13,991 21,908 369 26 190,602 -
	479,262 51,934

Consulting fees were paid to various strategic business development and administrative consultants.

Management fees and salaries and benefits are period expenses paid to directors and officers. See Related Party Transactions below.

Share-based payments of $190,602 was recorded for the grant of 945,000 stock options to officers, directors and consultants.

Finance expense consists of interest on demand loans.

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General and administrative expenses were $29,414 for the three months ended February 28, 2021 compared to $9,052 in expenses for the 2020 comparative period, an increase that reflects greater activity in the Company. The following is a breakdown of the material components of the Company’s general and administrative expenses for the three months ended February 28, 2021 and 2020.

Accounting and legal fees Business development Filing fees Investor communications Office expenses Rent	Three months ended February 28, 2021 $ Three months ended February 29, 2020 $
	687 1,647 653 - 8,688 5,158 14,204 1,696 682 551 4,500 -
	29,414 9,052

Accounting and legal fees of $687 for the three months ended February 28, 2021 consist of legal fees for a shareholder meeting. Accounting and legal fees of $1,647 for the 2020 comparative period consist of $1,000 for audit and tax return preparation and $647 in legal fees for annual corporate services.

Business development expenses include meals and entertainment.

Filing fees totalled $8,688 for the three months ended February 28, 2021 compared to $5,158 in filing fees recorded during the 2020 comparative period. The following is a breakdown of the material components of the Company’s filing fee expenses for the three months ended February 28, 2021 and 2020.

2020.
Annual financial statements Private placements Reports of exempt distribution Reviewable transaction Venture sustaining fee	Three months ended February 28, 2021 $ Three months ended February 29, 2020 $
	3,108 3,108 2,580 750 700 - 1,000 - 1,300 1,300
	8,688 5,158

Investor communications expenses totalled $14,204 for the three months ended February 28, 2021 compared to $1,696 in investor communications expenses recorded during the 2020 comparative period. The following is a breakdown of the material components of the Company’s investor communications expenses for the three months ended February 28, 2021 and 2020.

Advertising News releases Shareholder meetings Transfer agent Website	Three months ended February 28, 2021 $ Three months ended February 29, 2020 $
	6,200 - 50 - 2,828 - 3,626 1,696 1,500 -

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14,204 1,696

The Company has entered into a sublease for office premises on a month-to-month basis effective May 2020 at a cost of $1,500 per month.

Impairment of exploration and evaluation assets of $3,561 for the three months ended February 28, 2021 consisted of $3,315 in geological consulting for the McWatters property that was previously written off, and $246 (2020 - $246) for the payment of land tax on a mining lease previously written off.

4. CASH FLOWS

The Company is still considered to be in the exploration and development stage and as such does not earn any significant revenue. Total cash used in operating activities was $499,753 during the six months ended February 28, 2021 compared to $100,851 in cash used in operating activities during the 2020 comparative period.

Total cash flows used in investing activities was $330,048 during the six months ended February 28, 2021 and consist of expenditures on exploration and evaluation assets and the acquisition of office equipment. Cash flows used in investing activities for the 2020 comparative period was $1,087 in expenditures on exploration and evaluation assets.

Total cash flows provided by financing activities was $749,762 during the six months ended February 28, 2021 and consist of $800,775 in proceeds from share issuances and $51,013 in repayments to related parties. Cash flows provided by financing activities was $102,882 during the 2020 comparative period and consisted of $13,860 in demand loans received and $89,022 in advances from related parties.

5. SELECTED ANNUAL INFORMATION

N/A

6. DISCUSSION OF OPERATIONS

6.1 Property Acquisition, Exploration and Evaluation

The Company is in the mineral exploration business and has no revenues. Mineral interests in the form of exploration and acquisition costs totalled $1,486,910 as at February 28, 2021 (August 31, 2020 - $1,145,334).

Total costs incurred on exploration and evaluation assets are summarized as follows:

Balance, August 31, 2019 Exploration Costs: Drilling Subtotal Acquisition Costs Impairment of E&E assets Balance, February 29, 2020 Balance, August 31, 2020 Exploration Costs: Drilling Geology	Quebec Arrow- head Quebec Bazooka East Quebec Mc- Watters Quebec Bazooka West ON TKL Teck NL Enter- prise NL Density $ $ $ $ $ $ $	NL Eclipse NL Mass Total $ $ $.
	94,018 838,399 117,854 192,352 - - - - 7,200 - - - - -	- - 1,242,623 - - 7,200
	- 7,200 - - - - - - 841 - - 246 - - - - - - (246) - -	- - 7,200 - - 1,087 - - (246)
	94,018 846,440 117,854 192,352 - - -	- - 1,250,664
	97,432 855,550 - 192,352 - - - - 6,000 - - - - - 8,500 8,186 3,315 - - - 3,334	- - 1,145,334 - - 6,000 3,333 3,333 30,001

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Subtotal Acquisition Costs Impairment of E&E assets Balance, February 28, 2021	8,500 14,186 3,315 - - - 3,334 3,333 3,333 36,001 - - - - 246 250,000 29,900 20,995 7,995 309,136 - - (3,315) - (246) - - - - (3,561)
	105,932 869,736 - 192,352 - 250,000 33,234 24,328 11,328 1,486,910

6.2 Arrowhead Property (Joannes Township, Quebec)

The Arrowhead property is subject to a 2% net smelter royalty, of which the Company may purchase one half at any time for $1,000,000. The property consists of 19 mineral claims in a continuous claim block totalling 400.76 hectares, located in the Joannes Township approximately 30 km east of Rouyn Noranda, Quebec.

During the period ended February 28, 2021, $8,500 in geological consulting was expended on the property (2020 - $nil).

6.3 Bazooka Gold Property (Beauchastel Township, Quebec)

The Bazooka East and West gold properties combine for a total strike length of approximately seven kilometres along one of the most prolific auriferous structures in the world, the Cadillac Larder Lake Break (“CLLB”). The Company’s 100% ownership, subject to various underlying royalties, of these properties will now be referred to as the Bazooka Gold Property.

To date only 800 metres of strike length has been tested by limited shallow drilling and small mining activities undertaken in the early 1950’s through a 115 metre deep shaft on the Bazooka Gold Property. This outlines approximately six kilometres of untested strike length and the entire seven kilometres of the Bazooka Gold Property is open to depth for gold exploration.

Bazooka is contiguous to the western border of Yorbeau Resources Inc.’s Rouyn gold property and is contiguous to the south-western border of Monarques Gold Corporation’s Wasamac gold property that contains 2,882,000 oz Au resources (MQR NI 43-101 technical report dated October 25, 2017).

The qualified person has not verified the information on the adjacent properties and the information disclosed is not necessarily indicative of mineralization on the Bazooka Property. Mineralization hosted on adjacent and/or nearby and/or geologically similar properties is not necessarily indicative of mineralization hosted on the Company’s property.

All of these properties are within 10 kilometres of the Rouyn-Noranda mining camp and are located on, or near, the CLLB. The 220 kilometre length of the CLLB, and areas in general proximity thereto, between Matachewan, Ontario to Val D’Or, Quebec have yielded over 125 million ounces of gold from production and existing gold resources.

6.31 Bazooka East Property (Beauchastel Township, Quebec)

The Bazooka East property is subject to a 2% net smelter royalty, of which the Company may purchase one half at any time for $1,000,000. The property consists of 15 mineral claims in two non-continuous claim blocks totalling 312.4 hectares, located in the Beauchastel Township approximately 7 kilometres southwest of Rouyn Noranda, Quebec.

During the period ended February 28, 2021, the Company expended $6,000 on core storage and $8,186 on geological consulting. During the 2020 comparative period, the Company expended $7,200 on core storage and $841 on claim maintenance fees.

For more information on the Bazooka East property, please refer to the Company’s website at www.opawica.com and the NI 43-101 technical report dated March 20, 2016 that is filed on www.sedar.com.

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6.32 Bazooka West Property Property (Beauchastel Township, Quebec)

Pursuant to an agreement dated July 27, 2016, the Company acquired an option to purchase a 100% interest in 24 mineral claims located in Beauchastel Township, Quebec, collectively known as the Bazooka West property. The Company exercised the option to acquire the property on April 21, 2017 for total consideration paid of $65,000 and the issuance of 125,000 common shares.

The Bazooka West property is subject to a 3% gross metal royalty, of which the Company may purchase 1% at any time before August 25, 2021 for $1,000,000.

There were no expenditures on the property during the periods ended February 28, 2021 and 2020.

- 6.4 McWatters Property (Rouyn Noranda, Quebec)

The Company does not plan any further exploration on the McWatters property and accordingly all exploration and acquisition costs related to the McWatters property were written off during the 2020 yearend. During the period ended February 28, 2021, the Company expended $3,315 in geological consulting on the property.

- 6.5 Richard Copper Property (Rouyn Noranda, Quebec)

Pursuant to an agreement dated February 11, 2021, the Company has acquired a 100% interest in the Lil d’Espoir Lake, Chapel Island and Richard Copper properties for consideration of 2,000,000 common shares of the Company and 1,000,000 share purchase warrants exercisable at $0.31 for a 24 month term (issued March 29, 2021). The Richard Copper property is subject to a 1% NSR.

The Richard property is located approximately 15 km north of Rouyn-Noranda, Quebec and consists of four claims bisected by the Lyndhurst Fault and Deformation zone. The host rock is a brecciated/porphyritic rhyolite and holds potential VMS base metal, (copper and gold) mineralization. Historical work has been conducted on the Richard Copper project from 1947 to 1992, which will be compiled and digitised prior to the 2021 field season, subject to financing.

6.6 Enterprise Property (Exploits Subzone, Newfoundland and Labrador)

Pursuant to an agreement dated October 23, 2020, the Company acquired an option to purchase up to a 100% interest in 308 mineral claims located in the Exploits Subzone of Central Newfoundland and Labrador, collectively known as the Enterprise Property. The Company may earn an initial 80% interest in the Property by paying an aggregate of $1,450,000 cash and incurring $5,000,000 in work expenditures over a four year period as follows: (i) $250,000 cash due upon signing the Agreement (the “Agreement Date”) (paid January 4, 2021); thereafter, optional commitments of (ii) $450,000 cash and incurring $1,000,000 in exploration expenditures on or before the second anniversary of the Agreement Date; (iii) $250,000 cash and incurring a further $2,000,000 in exploration expenditures on or before the third anniversary of the Agreement Date; and (iv) $500,000 cash and incurring a further $2,000,000 in exploration expenditures on or before the fourth anniversary of the Agreement Date. Upon completing the above payments and expenditures, the Company shall be deemed to have exercised the Option and shall be entitled to an undivided 80% right, title and interest in and to the Property, subject to the 2.5% NSR retained by the Optionor. Subsequent to the exercise date, the Company may earn an additional 20% interest in the Property by paying market price in cash or in kind based on an independent valuation of the Property.

6.7 Density, Eclipse and Mass Properties (Newfoundland and Labrador)

Pursuant to an agreement dated October 23, 2020, the Company has entered into an exploration, development and mine operating agreement with Crest Resources Inc. (“Crest”) whereby Crest will identify claims to be staked in the Newfoundland area, that are prospective for gold mineralization, and the Company will pay for the costs of staking the same, and thereafter the parties will explore and develop the staked claims on a joint venture basis under which the Company will hold an initial 70%

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interest and Crest will hold an initial 30% interest. The Company has staked 906 claims under this agreement, comprising the Density, Eclipse and Mass properties (the “Properties”). The claims are being held in trust and will be transferred to a joint venture company when formed.

The Properties host multiple gold bearing quartz vein systems and are located within the Newfoundland central gold belt. They lie within the Exploits Sub-Zone of the Dunnage Zone adjacent to and along the southeast margin of the Red Indian Line, a major (Appalachian-scale) collisional boundary and suture zone.

6.8 Lil d’Espoir Lake Property (Newfoundland and Labrador)

The Lil’ d’Espoir Lake property consists of 176 mineral claims encompassing a land area of approximately 44km². The property is located 30 km northwest of the town of Baie d’Espoir and can be accessed by a series of forest service roads. The property lies within an area called the Exploits Subzone which consists of a major thrust zone that was formed due to the closing of the ancient Iapetus Ocean. The property consists of a range of Siliciclastic sediments and assemblages of felsic volcanics and granitoids Cambrian to Ordovician in age.

In 1985 several silicified boulders were found on the shoreline of d’Espoir Lake which retuned anomalous levels of Cu, Pb, Zn, As and Ag. A limited amount of geological mapping and baseline reconnaissance has been completed and the property ahs never been drilled to date. A detailed soil survey was completed around a gold bearing boulder, anomalous Cu, Pb, Zn values returned appear to reflect underlying bedrock source areas to the south and west.

Chalcopyrite and pyrite mineralization can be found along the contact of small stocks of granite as mapped by J.M. Holmes (1987) for BP Selco. These stocks are seen to intrude sediments of the Spruce Brook Formation (S.P. Colman-Sadd, 1978).

In 1987 Selco-BP Resources Canada Ltd.’s sample HR 1592 assayed above the detection limit for copper at >1%, several others including HR 1588 and HR 1593 assayed 0.73% Cu and 0.19% Cu respectively (Holmes, 1987). Subsequently in 1989, as part of a Government funded Newfoundland and Labrador mineral branch research program one sample on the property returned 0.66 g/t Au (Colman-Sadd, pers. comm., 1989).

A geophysical magnetic survey executed by BP Selcoin in 1986 suggests a few narrow zones of higher amplitude response (500 to 2000 nt above background) found clustered in the west-central portion and south-east central portion on the property (Holmes, 1986), north of D'Espoir Lake. The general trend of the VLF responses is east-west except at the eastern side of Little D'Espoir Lake where there is a sharp swing to the northeast (Holmes, 1986).

The Company plans to do a ground-based electromagnetics program to better define deep seated structures that may tie this area to the current exploration gold boom in the Exploits Subzone, subject to financing.

6.9 Chapel Island Property (Newfoundland and Labrador)

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The Chapel Island property consists of 173 mineral claims encompassing a land area of approximately 43.25 km². The property is located 1.5 km northwest of mainland Newfoundland’s Port Albert Peninsula and can be accessed from Boyd’s Cove via a causeway.

Chapel Island itself hosts several Government recognized mineral occurrences that have been documented as follows:

Road Cut #1: Best grab sample from Road Cut #1, which was of a volcanic rock containing arsenopyrite and pyrite, returned a value of 10.4 grams per tonne gold (g/t Au). A massive sulphide float occurrence located near Road Cut #1 returned values up to 2.7 g/t Au, 10.3 g/t Ag, 0.90% Cu and 0.02% Zn (sample 12623) (Dyke, 2005).
Road Cut #2: Best grab sample (altered mafic volcanics subcrop) containing 1% arsenopyrite and pyrite returned a value of 1.8 g/t Au (Dyke,2005).
Road Cut #3: Best grab sample of a 3 to 4 cm wide quartz vein, containing massive to semimassive arsenopyrite needles, and located at the contact of a mafic dyke and porphyry returned a value of 7.9 g/t Au. Best chip sample returned 3.6 g/t Au over 1.5 metres (Dyke, 2005).
Road Cut #4: Grab sample of porphyry containing fine grained pyrite and trace arsenopyrite returned a value of 1024 ppb Au (Dyke, 2005).
School Road: Grab sample of strongly carbonatized shear zone (0.65 metre wide) hosted sedimentary and porphyritic felsic rock returned a value of 1.7 grams per tonne gold. Arsenopyrite and pyrite mineralization are present (Dyke, 2005).
Broken Boat: Grab samples of calcite veins in silicified sedimentary rock containing disseminated coarse grained arsenopyrite and trace pyrite returned values up to 8.3 g/t Au. Two other grab samples returned values of 6.3 g/t Au and 2.7 g/t Au (Dyke, 2005).
Curtis Cove: Grab sample (C403191) of vuggy quartz containing both fine grains and needles of arsenopyrite returned a value of 1225 ppb Au (Dyke, 2005).
Swamp Zone: Nine grab samples returned values greater than 1 g/t Au including two that returned values greater than 100 g/t Au up to 149 g/t Au. (Stefan Kruse of Terrane Geoscience Inc.in Quinlan 2012 [002E/10/1839]).

There have been no documented drill holes on Chapel Island to date.

The Company plans to execute preliminary data compilation as well as a site visit to explore new areas away from the easily accessible, known mineralized areas which are currently the only areas that have been sampled, subject to financing.

This will be followed up by a ground-based geophysical survey to better define secondary and tertiary structures associated with the regional Dog Bay Line fault, which is thought to be responsible for fluid mobilization and gold concentration in the region.

7. SUMMARY OF QUARTERLY RESULTS

N/A

8. LIQUIDITY

The Company’s financial statements have been prepared on a going concern basis, which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. The Company’s ability to continue as a going concern is dependent on the ability of the Company to raise equity financing and the attainment of

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profitable operations. Management has been successful in raising equity financing in the past. However, there is no assurance that it will be able to do so in the future.

Factors that could impact on the Company’s liquidity are monitored regularly and include market changes, gold price changes, and economic upturns or downturns that affect the market price of the Company’s trading securities for the purposes of raising financing. The current state of equity markets has been favourable towards raising financing and Management believes that this condition will continue over the next twelve months.

Cash at February 28, 2021 was $84,795 compared to $164,834 as at August 31, 2020. Amounts and other receivable of $16,905 consist of related party amounts and GST input tax credits.

Current liabilities total $120,608 (August 31, 2020 - $138,469) and consist of trade and other payables, accrued liabilities and amounts due to related parties. Included in trade and other payables is a demand loan totalling $22,000 and accrued interest of $2,386.

Included in non-current liabilities is a Canada Emergency Business Account loan of $40,000.

Working capital deficit was $17,662 at February 28, 2021 compared to a surplus of $40,155 at August 31, 2020.

The Company has no debt or debt arrangements other than the loans referenced above.

Based on the above financial condition at February 28, 2021, the Company will need to raise additional equity or debt financing and/or find joint venture partners in order to meet its financial obligations as they become payable in the current fiscal year.

9. CAPITAL RESOURCES

The Company does not have any commitments for capital expenditures. The Company does not have any capital resources in the form of debt, equity and any other financing arrangements.

10. OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

11. TRANSACTIONS BETWEEN RELATED PARTIES

Office expenses of $414 (2020 – $371) were recovered from companies with a common officer that are co-tenant to the Company’s office premises. At February 28, 2021, $257 (August 31, 2020 – $491) was included in amounts and other receivable from these companies. These transactions were in the normal course of operations and have been recorded at their exchange amounts.

Key management personnel are persons responsible for planning, directing and controlling the activities of an entity, and include directors, the chief executive officer and chief financial officer. Key management personnel compensation is comprised of the following:

Short term employee benefits and director fees Share-based payments	2021 2020 $ $
	287,500 42,000 319,259 -
	606,759 42,000

The Company has entered into an Officer and Consulting Agreement with 1218016 B.C. Ltd. (“1218016”), a company controlled by Blake Morgan, the Company’s President and Chief Executive Officer (the “CEO”) effective May 1, 2020 for no fixed term. As compensation for the services to be

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provided, 1218016 will receive a monthly salary of $7,500 which was increased to $10,000 effective November 1, 2020. 1218016 also received a signing bonus of $15,000 and a performance bonus of $70,000. During the period ended February 28, 2021, the Company recorded $140,000 (2020 - $nil) in fees payable to 1218016.

The Company has entered into an Employment Agreement with Sandra Wong, the Company’s Chief Financial Officer (the “CFO”) effective September 1, 2020 for no fixed term. As compensation for the services to be provided, the CFO will receive a monthly salary of $5,000. The CFO also received a signing bonus of $30,000. During the period ended February 28, 2021, the Company recorded $60,000 (2020 - $12,000) in salary expense for the CFO.

The Company has entered into a Director Agreement with 1216268 B.C. Ltd. (“1216268”), a company controlled by Christopher Reynolds, a director of the Company, effective November 1, 2020 for no fixed term. As compensation for the services to be provided, 1216268 will receive a monthly fee of $7,500. 1216268 also received a performance bonus of $70,000. During the period ended November 30, 2020, the Company recorded $100,000 (2020 - $nil) in director’s fees payable to 1216268.

During the period, the Company agreed to settle $25,000 in outstanding salary payable to Owen King, the former CEO, through the payment of $12,500.

As at February 28, 2021, the Company has $186 (August 31, 2020 - $51,199) due to related parties which consists of amounts owed to a director for expense reimbursements, which is due on demand, unsecured and is non-interest bearing.

The vendor of the Company’s Newfoundland and Labrador properties and Richard Copper property in Quebec is Crest Resources Inc. (“Crest”), which holds a greater than 10% ownership interest in the Company. The Company has engaged Crest to provide strategic consulting services for consideration of a monthly fee of $8,500.

12. FOURTH QUARTER

N/A

13. PROPOSED TRANSACTIONS

The Company is engaged in the search for potential joint venture partners, mineral property acquisitions and financings, but there are currently no proposed asset or business acquisitions or dispositions. Other than disclosed in this Report, the Company does not have any proposed transactions.

14. COMMITMENTS, EXPECTED OR UNEXPECTED EVENTS, OR UNCERTAINTIES

Other than disclosed in this Report, the Company does not have any commitments, expected or unexpected events, or uncertainties.

15. SIGNIFICANT CHANGES FROM PREVIOUS DISCLOSURE

N/A

16. CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

A number of new or amended accounting standards were scheduled for mandatory adoption on or after September 1, 2020. The Company has not early adopted these new standards in preparing these financial statements. These new standards are either not applicable or are not expected to have a significant impact on the Company’s financial statements.

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17. KNOWN TRENDS, RISKS OR DEMANDS

Credit risk

Credit risk is the risk of an unexpected loss associated with a counterparty’s inability to fulfill its contractual obligations. Management evaluates credit risk on an ongoing basis and monitors activities related to amounts and other receivable including the amounts of counterparty concentrations. The primary sources of credit risk for the Company arise from its financial assets consisting of cash and cash equivalents. The carrying value of these financial assets represents the Company’s maximum exposure to credit risk. To minimize credit risk the Company only holds its cash and cash equivalents with high credit chartered Canadian financial institutions. As at February 28, 2021, the Company has no financial assets that are past due or impaired due to credit risk defaults.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due. The Company’s financial liabilities consist of its trade and other payables and amounts due to related parties. The Company has a working capital deficit of $17,662 as at February 28, 2021 and requires additional financing for operations and meet its current obligations. The Company handles its liquidity risk through the management of its capital structure as described in Note 12 of the financial statements. All of the Company’s financial liabilities are due on demand, do not generally bear interest and are subject to normal trade terms.

The following are the contractual maturities of financial liabilities as at February 28, 2021:

Carrying Amount Contractual Cash Flows Within 1 year Within 2 years Within 3 years $ $ $ $ $	Over 3 years $
Trade and other payables 120,422 120,422 120,422 - - Due to related parties 186 186 186 - - Loan payable 40,000 40,000 - - 40,000	- - -
Total 160,608 160,608 120,608 - 40,000	-

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, investment fluctuations, and commodity and equity prices. The COVID-19 pandemic and its economic consequences are an extenuating impact on the current volatility of financial markets. Market conditions will cause fluctuations in the fair values of financial assets classified as held-for-trading, available-forsale and cause fluctuations in the fair value of future cash flows for assets or liabilities classified as heldto-maturity, loans or receivables and other financial liabilities. The Company is not exposed to significant interest rate risk as the Company has no variable interest bearing debt. The Company’s ability to raise capital to fund exploration or development activities is subject to risks associated with fluctuations in gold and metal prices. Management closely monitors commodity prices, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.

Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in the foreign currency exchange rates. The Company’s functional currency is the Canadian dollar. All of the Company’s financial instruments are denominated in Canadian dollars and all current exploration occurs within Canada. In management’s opinion there is no significant foreign exchange risk to the Company.

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Pandemic risk

The outbreak and spread of a novel coronavirus (COVID-19), declared a pandemic by the World Health Organization, has already had significant human, political, and economic consequences around the world. The coronavirus is still evolving, and its full impact remains to be determined. However, its wide-ranging effects include financial market volatility, interest rate cuts, disrupted movement of people and goods, and diminished consumer confidence. The effects of the coronavirus may be difficult to assess or predict with meaningful precision both generally and as an industry- or issuer-specific basis. This is an uncertain issue where actual effects will depend on many factors beyond the control and knowledge of the Company.

18. DISCLOSURE OF OUTSTANDING SHARE DATA

The Company is authorized to issue an unlimited number of common shares. The holders of common shares are entitled to receive dividends and are entitled to one vote per share at meetings of the Company. All shares are ranked equally with regards to the Company’s residual assets.

As at April 28, 2021, the Company has 24,882,119 common shares issued and outstanding.

As at April 28, 2021, the Company has 1,841,000 share purchase warrants outstanding with a weighted average exercise price of $0.44.

As at April 28, 2021, the Company has 2,135,000 stock options outstanding with a weighted average exercise price of $0.16.

19. BOARD OF DIRECTORS AND OFFICERS

The directors of the Company are Blake Morgan (President and Chief Executive Officer), Philippe Havard, Owen C. King and Christopher Reynolds. The Chief Financial Officer and Corporate Secretary is Sandra Wong.

20. CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Management’s Discussion & Analysis contains “forward-looking statements, within the meaning of applicable Canadian Securities legislation”, that involve a number of risks and uncertainties. Forwardlooking statements include, but are not limited to, statements with respect to the future price of gold and copper, the estimation of mineral reserves and resources, the realization of mineral estimates, the timing and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, currency exchange rate fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims, limitations on insurance coverage and timing and possible outcome of pending litigation. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, or “might” be taken, occur or be achieved. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made, and they involve known and unknown risks, uncertainties and other factors which may cause the actual results, level of activity, performance or achievements of the Company to be materially different from any other future results, performance or achievements expressed or implied by the forward-looking

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statements. Such factors include, among others: risks relating to the integration of acquisitions, risk relating to international operations, the 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 gold and copper; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; 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; fluctuations in metal prices; as well as those risk factors discussed or referred to in the Company’s Management’s Discussion and Analysis for the period ended February 28, 2021 filed with the securities regulatory authorities in Canada and available at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change. Accordingly, readers are cautioned not to place undue reliance on forwardlooking statements.

21. MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying financial statements of the Company and all the information in this Management’s Discussion and Analysis are the responsibility of management and have been approved by the Board of Directors.

The financial statements have been prepared by management in accordance with International Financial Reporting Standards. When alternative accounting methods exist, management has chosen those it deems most appropriate in the circumstances. Financial statements are not precise since they include certain amounts based on estimates and judgments. Management has determined such amounts on a reasonable basis in order to ensure that the financial statements are presented fairly, in all material respects. Management has prepared the financial information presented elsewhere in the Management’s Discussion and Analysis and has ensured that it is consistent with that in the financial statements.

The Company maintains systems of internal accounting and administrative controls in order to provide, on a reasonable basis, assurance that the financial information is relevant, reliable and accurate and that the Company’s assets are appropriately accounted for and adequately safeguarded.

The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and is ultimately responsible for reviewing and approving the financial statements. The Board carries out this responsibility principally through its Audit Committee.

The Audit Committee is appointed by the Board, and two of its members are independent directors. The Committee meets at least once a year with management, as well as the external auditors, to discuss internal controls over the financial reporting process, auditing matters and financial reporting issues, to satisfy itself that each party is properly discharging its responsibilities, and to review the financial statements and the external auditors’ report. The Committee reports its findings to the Board for consideration when approving the financial statements for issuance to the shareholders. The Committee also considers, for review by the Board and approval by the shareholders, the engagement or reappointment of the external auditors.