PJX Resources Inc. — Interim / Quarterly Report 2021

Aug 18, 2021

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PJX RESOURCES INC. MANAGEMENT’S DISCUSSION AND ANALYSIS For the three and six months ended June 30, 2021 and 2020

PJX RESOURCES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

The following discussion and analysis (“MD&A”) of the operating results and financial condition of PJX Resources Inc. (“PJX” or the “Company”) for the three and six months ended June 30, 2021 (“Q2 F2021”) and June 30, 2020 (“Q2 F2020”) should be read in conjunction with the unaudited condensed interim financial statements of the Company and notes thereto at June 30, 2021.

The unaudited condensed interim financial statements were prepared in accordance with International Financial Reporting Standards (“IFRS”). All monetary amounts are expressed in Canadian dollars.

Additional information has been filed electronically through the System for Electronic Document Analysis and Retrieval (“SEDAR”) and is available online at www.sedar.com.

The date of this report is August 18, 2021.

Approval

The Board of Directors of the Company has approved the disclosure contained in this MD&A.

Forward-looking Information

The Company’s MD&A contains statements that constitute “forward-looking statements” within the meaning of National Instrument 51-102, Continuous Disclosure Obligations of the Canadian Securities Administrators. Forward-looking information includes, but is not limited to, information concerning PJX’s exploration program and planned gold production as well as PJX’s strategies and future prospects. Generally, forward-looking information can be identified by the use of forward-looking terminology 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 statements that certain actions, events or results “may”, “could”, “would”, “might”, or “will be taken”, “occur”, or “be achieved”. Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Assumptions upon which such forward-looking information is based include, without limitation, availability of skilled labour, equipment, and materials. Many of these assumptions are based on factors and events that are not within the control of PJX and there is no assurance they will prove to be correct. Factors that could cause actual results to vary materially from results anticipated by such forward-looking information include changes in market conditions, variations in ore reserves, resources, grade or recovery rates, risks relating to international operations (including legislative, political, social, or economic developments in the jurisdictions in which PJX operates), economic factors, government regulation and approvals, environmental and reclamation risks, actual results of exploration activities, fluctuating metal prices and currency exchange rates, costs, changes in project parameters, conclusions of economic evaluations, the possibility of project cost overruns or unanticipated costs and expenses, labour disputes and the availability of skilled labour, failure of plant, equipment or processes to operate as anticipated, capital expenditures and requirements for additional capital, risks associated with internal control over financial reporting, and other risks of the mining industry as well as those risk factors discussed in the Long Form Prospectus of PJX available at www.sedar.com. Although PJX has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, 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 information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. PJX undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information.

PJX Resources Inc. – Management’s Discussion and Analysis for the Three and Six Months Ended June 30, 2021 and 2020 Page 1 of 20

Nature of Operations and Going Concern

PJX is a Canadian corporation with corporate offices located at 5600 One First Canadian Place, Toronto, Ontario. The Company is listed on the TSX Venture Exchange.

The principal activities of the Company are mineral exploration properties located near Cranbrook, British Columbia. The Company is in the exploration stage, has no producing properties and, consequently, has no current operating income or cash flow. Financing of the Company’s activities to date has been obtained primarily from equity issues.

The unaudited condensed interim financial statements have been prepared using generally accepted accounting principles applicable to a going concern, which contemplate the realization of assets and settlement of liabilities in the normal course of business as they come due in the foreseeable future. For the six months period ended June 30, 2021, the Company generated an income of $115,219 or $0.00 per share, (June 30, 2020: loss of $622,718 or $0.01 per share) and reported an accumulated deficit of $17,611,416 (December 31, 2020: $17,726,635). As at June 30, 2021 the working capital of the Company was $1,962,935 (December 31, 2020: $886,172). Management believes that the working capital is sufficient to support operations for the next twelve months.

The Company’s financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary if the going concern assumption were inappropriate, and these adjustments could be material.

COMPANY OVERVIEW

The Company’s goal is to build shareholder value and community opportunity through the exploration, discovery, and development of mineral resources.

The Company holds 100% interest in 8 properties (the Vine, Gold Shear, DD, Eddy, Parker Copper, Zinger, Dewdney Trail, and West Basin). All properties are road accessible and proximal to power, rail and workforce in the Sullivan base metal and placer gold mining district.

Highlights for Q2 F2021

Corporate

The Annual General and Special Meeting of the Company was held on June 29, 2021. The Shareholders of record:

• approved the December 31, 2020, Audited Financial Statements;

• set the number of directors of the Company at six and re-elected John Keating, Linda Brennan, James Clare, Joseph Del Campo, Trygve Hoy, and Victor Bradley;

• appointed McGovern Hurley LLP as Auditors of the Company for the ensuing year; and

• approved the Company’s Share Incentive Plan.

Exploration

PJX’s primary focus is to discover new gold and base metal deposits to the benefit of our shareholders and local communities. PJX has consolidated 100% ownership of the largest land package in the Sullivan Mining District within the Vulcan Gold Belt.

The Vulcan Gold Belt is defined by the intersection of 2 mantle tapping structures (Vulcan Tectonic Zone and Rocky Mountain-Tintina Fault). These deep crustal penetrating structures provided the pathway throughout earth’s history for intrusives and fluids carrying gold and base metals up from deep in the crust and possibly the mantle.

PJX Resources Inc. – Management’s Discussion and Analysis for the Three and Six Months Ended June 30, 2021 and 2020 Page 2 of 20

Management believes the pathways were instrumental in the formation of the world class Sullivan zincsilver-lead deposit about 1.45 billion years ago. These same pathways were later used to introduce gold mineralization over various periods of time and possibly as young as only 30 million years ago.

PJX’s compilation of historical work and infilling of data gaps with new mapping, prospecting, geophysics, geochemistry, trenching and drilling has identified over 16 primary target areas with the potential to each host one or multiple gold and/or base metal deposits.

Q2 F2021 Events

• Drilling by DLP Resources on PJX’s DD Property intersected the most extensive thickness of the favourable geological horizon to host a Sullivan type deposit to date on the DD Property. Drill results and geophysics suggest the next phase of drilling to explore for a deposit should be to the east. Additional drilling is planned for this year, once permits are received.

• Field work commenced as snow retreated with mapping and prospecting for gold and copper mineralization on the Eddy Property.

• Expert Geophysics was contracted to fly an 851 line-km airborne Magnetotelluric and Magnetic surveys on the Dewdney Trail Property and a 548 line-km airborne Magnetotelluric and Magentic Survey on the Zinger Property. The surveys are being undertaken to help identify and define intrusive related gold and copper type targets, and Sullivan type zinc-lead-silver targets to test. Results of these surveys will be announced during Q3.

• Analyses from drilling on the Gold Shear Property were received at the end of Q1 with results announced on May 3, 2021. Drilling identified a more pronounced fold structure which is the type of environment to concentrate gold mineralization and form a deposit. Where the gold bearing David shear and vein system intersect this fold structure is projected to occur at depth; possibly 50 metres below the current drilling. Next steps include trenching and drilling to further define the structural controls for gold mineralization, to help extend the David Gold Zone to depth and discover potential additional parallel gold zones on strike this summer.

Subsequent Event

On July 29, 2021, PJX announced the option of the historical Estella mine crown grants (the “Estella Property”) from Imperial Metals Corporation (“Imperial”). The 14 Estella crown grants are encompassed by PJX’s large Dewdney Trail Property. The Dewdney Trail and Estella Properties have potential to host intrusive related gold and copper deposits as well as sedimentary hosted massive silver-lead-zinc mineralization similar to the historical Kootenay King mine located approximately 5 km to the south. The Estella crown grants have had no significant work or exploration since the late 1960’s. Additional details regarding this transaction are found in the Subsequent Events section of this document.

Strategy and Objectives

PJX’s strategy is to generate value and opportunity for shareholders and local communities by using innovative technology and approaches to explore and develop areas with high potential for world class gold and base metal deposits.

The Company has strategically consolidated the mineral rights to over 50,000 hectares (500 square km) of land in the Sullivan (zinc-lead-silver) mining district and the Vulcan Gold Belt. The Company has collected and compiled an estimated $20 million of historical data. New exploration technologies and more advanced mapping and sampling techniques have been used to fill gaps in the data that can be used to vector exploration toward discovering one or multiple deposits. This work has identified over 20 new gold and base metal target areas to explore and test by drilling. The Company is now systematically testing these target areas for gold, zinc, lead, silver or copper deposit potential. The Company also continues to develop strategic partnerships to help advance the exploration and discovery potential of the many target areas.

PJX Resources Inc. – Management’s Discussion and Analysis for the Three and Six Months Ended June 30, 2021 and 2020 Page 3 of 20

Key Performance Drivers

The Company has assembled a team with more than 150 years of working experience in the mining and exploration industry and meeting its related challenges. Management believes it is well positioned to attract investor interest given its 100% interest in a large land package with favourable geology to host world class deposits in a proven mining camp. The prime objective of the Company is to focus resources on exploration activities to discover a gold or base metal deposit.

The ability of the Company to continue exploration is dependent on the ability to raise capital in the market. Equity capital interest in PJX depends on the price of gold and other metals, exploration results and the market’s appetite for risk.

Market volatility, the price of metals and the appetite for risk cannot be controlled by the Company. Demand for gold, silver and base metals is forecasted to continue to grow in the long term, while supply for some metals, such as zinc, is expected to decline as a number of mines have closed and new world class deposits are not being discovered. Economic downturn in response to the COVID-19 pandemic during 2020 placed downward pressure on prices as demand softened and stockpiles were reduced. Base metal prices are expected to rise as economies recover and prices may spike to new highs due to potential stockpile shortages. Gold and Silver markets may strengthen and possibly rise significantly in the short term in response to current economic, social and potential political challenges. Overall, metal prices are expected to strengthen in the long term as economies recover, trade war concerns are resolved, market volatility lessens and demand for metals increases in step with expanding economies.

Ability to Deliver Results

In addition to legal and capital market expertise, PJX’s Board is made up of members with experience in all aspects of the minerals and metals industry from early-stage exploration through to production stage companies. In order to advance its exploration projects effectively, the Company contracts experienced mineral exploration professionals with many years of working experience specific to our geographic regions of interest.

MINERAL PROPERTIES

PJX has consolidated 100% of the mineral rights to the largest land package in the Sullivan Mining District in the 60 km long Vulcan Gold Belt. Four properties (Dewdney Trail, Zinger, Eddy, and Gold Shear) cover historical gold showings and have the potential to host large tonnage and/or high-grade gold deposits. The Vine, DD, Parker-Copper, and West Basin properties have zinc, lead, copper and/or silver and gold showings with the potential to host massive sulphide deposits similar in style to the Sullivan zinc-lead-silver deposit or sediment-hosted copper deposits such as Montanore, Spar Lake or possibly Kamoa.

PJX plans to focus drilling to test high-grade gold mineralization on the Gold Shear Property and Sullivan type zinc-lead-copper-silver potential on the Vine Property. The Company also continues to identify new gold showings and advance existing gold and/or base metal targets toward a drill ready stage on other properties.

DLP Resources Inc. was granted an option to earn an interest in the DD Property by exploring for a Sullivan type deposit.

A summary of the Company’s properties appears below. Please visit www.pjxresources.com for additional information.

Gold Shear Property

• Historical and recent exploration support the potential for shear zone hosted, orogenic type, highgrade gold mineralization.

• The high-grade David Gold Zone was first discovered in 1990 by prospecting.

PJX Resources Inc. – Management’s Discussion and Analysis for the Three and Six Months Ended June 30, 2021 and 2020 Page 4 of 20

• Eight of 12 rock grab samples taken by PJX from the David Gold Zone in 2019 have over 68 grams per tonne (“g/t”) gold, the highest is 193.90 g/t gold.

• PJX’s surface mapping, and compilation of historical 1990 drilling by Dragoon Resources Ltd, suggest that high-grade gold mineralization may occur as elongated zones that plunge to the north within the north trending David shear.

• Drilling in late 2019 confirmed the high-grade nature of gold mineralization in the David gold zone. Six of nine holes drilled intersected strong gold mineralization with the highest grade being 54.77 g/t gold over one metre.

• Drilling in November-December, 2020 intersected a large fold structure on strike with the David gold zone. Anomalous gold values were associated with the structure. Structurally controlled gold deposits often occur at folds, bends or dilations in a shear.

• Drilling in 2021 is planned to test where the David shear hosting the David gold zone may intersect the newly identified fold structure. Drilling is also planned to test the potential down plunge extension of the high-grade David Gold Zone.

Vine Property

• The Vine Property occurs within a sedimentary basin called the Vine Basin that is geologically similar to the Sullivan Basin hosting the Sullivan deposit located about 35 km to the north.

• Drilling newly identified MT conductive geophysical targets in 2019 intersected a New Massive Sulphide (NMS) Zone for the first time within a large East Gravity target area.

• The NMS zone has classic Durchbewegt texture that is similar in style to massive sulphide mineralization located within 1000 metres of the economic part of the Sullivan deposit.

• In the 1980s, Cominco believed that massive sulphide mineralization (zinc, lead, copper, silver, and gold) found at surface in the vertical dipping Vine vein may represent remobilized mineralization from a horizontal Sullivan type deposit at depth. Cominco drilled to test the Sullivan horizon at depth and did not encounter massive sulphide mineralization. PJX’s newly discovered NMS zone occurs 300 metres below the depth of Cominco’s drilling.

• A hole drilled by Kokanee Exploration in 1990 intersected a 3.4 metres wide massive sulphide zone, with bedded and Durchbewegt textures, approximately 700 metres south of PJX’s drill hole. PJX’s management and consulting geologist believe that both holes intersected the same geologic horizon hosting the NMS zone.

• Expanded MT geophysics supports the potential that the NMS zone may extend for over 4 km to the west.

• Drilling during 2021 intersected faults that have offset the NMS horizon. The pattern of faulting now identified on the Vine Property is consistent with the fault pattern that is believed to have provided pathways for mineralizing fluids at the Sullivan.

• Biogeochem survey during 2021 identified coincident zinc and boron anomalies in tree samples. The anomalies occur within the large MT geophysical anomaly. Tourmaline is a boron based alteration mineral that occurs at the Sullivan deposit.

• Additional drilling is planned to test the NMS zone between existing holes and to the west. The large target area is sufficient in size to host a Sullivan type deposit.

DD Property

• The DD Property occurs within a sedimentary basin, called the Panda Basin, that is geologically similar to the Vine Basin and to the Sullivan Basin that is located about 45 km to the northeast.

• Historic holes drilled to test the geological horizon that hosts the Sullivan deposit in the vicinity of the DD Property encountered geology that supports the potential for a Sullivan Type Deposit.

• One 1425-metre-long sub-vertical hole (Pan-18-01), drilled by Teck Resources in late 2018, stopped short of the LMC horizon, in a gabbro sill rock unit, and needed to be extended.

• On July 20, 2020, PJX announced the signing of an agreement granting DLP Resources Inc. an option to earn an interest in the DD Property according to the following terms:

PJX Resources Inc. – Management’s Discussion and Analysis for the Three and Six Months Ended June 30, 2021 and 2020 Page 5 of 20

• DLP to earn a 50% undivided interest in the DD Property by spending $4 million in exploration expenditures and making a total of $250,000 cash payments to PJX over 48 months of the effective date of the agreement.

• DLP will have the right to earn an additional undivided 25% interest (75% total interest) by delivering a bankable commercial feasibility study on the DD Property within 96 months of the effective date of the agreement.

• Upon DLP’s exercise of the Option and acquisition of a 50% or 75% interest in the DD Property, as applicable, the parties will enter into a joint venture agreement for the further development of the property.

• Should DLP elect to earn the additional 25%, PJX will not incur additional costs until a production decision is made and information is provided to PJX enabling the Company to secure bank financing of PJX’s portion of the cost to go into production.

• During the fall of 2020, Quantec Geophysics carried out an expanded MT survey across the DD Property. Numerous large MT targets were identified that could represent conductive massive sulphide (zinc-lead-iron) similar to Sullivan type mineralization.

Recently completed drilling to test MT geophysical targets intersected an extensive thickness (168m) of fragmentals, part of the Sullivan Horizon, from 1705m with abundant pyrrhotite with hydrothermal alteration of secondary biotite and sericite + chlorite visible throughout. The increased thickness of the Sullivan Horizon combined with surface MT surveys suggests the potential to discover a Sullivan type zinclead-silver deposit increases toward the east on the DD Property. DLP Resources has an option to earn an interest on the DD Property and plans to continue drilling this year once permits are received.

Other Properties

Surface mapping, prospecting, sampling and/or geophysics were carried out during the year to identify new target areas and advance other existing gold, silver, zinc, lead or copper showings to a drill ready stage on other PJX properties.

• Three gold showings (MC, Hill Vein and Red Zone) were identified and explored on the Eddy Property . Rock grab or chip samples from outcrop returned high-grade gold mineralization up to 108 g/t gold from the Hill Vein, 34 g/t gold from the MC and a 45cm rock chip sample of 79 g/t gold from the Red Zone area. The newly identified showings have not been drilled. Additional high-grade gold mineralization has been found on strike with these showings. The Eddy Property is adjacent to the Gold Shear Property and on-strike with the David Gold Zone.

• Zinger Property has high concentrations of gold in soil (898 visible gold grains in one sample) and in rock grab samples (up to 34 g/t gold) in outcrop along a 6 km structural trend. Re-evaluation of drilling and geophysics suggests that gold may concentrate where vertical fold structures intersect sub-horizontal fold structures at depth. Expert Geophysics were contracted to fly a 548 line-km airborne Magnetotelluric and Magnetic Survey to help identify and define intrusive related gold targets to test.

• Parker Copper Property was staked in late 2018 to cover new showings of sediment hosted copper mineralization. The alteration and style of copper mineralization is similar to sediment hosted copper deposits in correlative rocks in the United States and the Kamoa deposit in Congo. Prospecting in 2020 suggests the favourable copper horizon may continue down dip to the west and along strike to the north.

• Compilation work suggests that the Zeus copper-cobalt breccia pipe on the adjacent Eddy Property may be part of a feeder system to the Parker Copper sediment-hosted copper mineralization.

• Dewdney Trail Property mapping and prospecting have identified multiple target areas with gold and/or base metal (copper, lead, zinc) potential. During the recently completed quarter, Expert Geophysics were contracted to fly an 851 line-km airborne Magnetotelluric and Magnetic Survey to help identify and define intrusive related gold and copper targets to test. Compilation and analysis of this data is underway.

PJX Resources Inc. – Management’s Discussion and Analysis for the Three and Six Months Ended June 30, 2021 and 2020 Page 6 of 20

On July 29, 2021, PJX announced the option of the historical Estella mine crown grants (the “Estella Property”) from Imperial Metals Corporation (“Imperial”). The 14 Estella crown grants are encompassed by PJX’s large Dewdney Trail Property. The Dewdney Trail and Estella Properties have potential to host intrusive related gold and copper deposits as well as sedimentary hosted massive silver-lead-zinc mineralization similar to the historical Kootenay King mine located approximately 5 km to the south. The Estella crown grants have had no significant work or exploration since the late 1960’s.

Additional details regarding this transaction are found in the Subsequent Events section of this document.

In conclusion, PJX remains focused on advancing priority gold, silver, zinc, lead, and copper targets with the potential to discover one or multiple deposits. Gold targets on the Gold Shear and Eddy properties along with silver-zinc-lead-copper targets on the Vine and DD properties are expected to continue to be the main focus for exploration in the short term.

RESULTS OF OPERATIONS

Exploration

The following schedule describes exploration expenses, segregated by nature, as well as by project, incurred by PJX for the three months period ended June 30, 2021 and 2020:

Three months ended June 30,		2021		2020		Change
Geology, geophysics and geochemistry	$	347,666	$	95,399	$	252,267
Exploration-other accommodation		452		-		452
Permitting		1,143		-		1,143
Land rights, claims and environment		4,353		3,900		453
Drilling		189,178		4,421		184,757
Laboratory		7,330		8,191		(861)
Camp cost and exploration supplies		1,249		272		977
Exploration - travel and transportation		3,167		1,735		1,432
Exploration- meals		1,366		663		703
Rent - field office		2,444		3,300		(856)
Insurances		486		1,424		(938)
Option payments (receipts)		-		(14,250)		14,250
Non-flow -through exploration expenses		-		2,635		(2,635)
	$	558,834	$	107,690	$	451,144
Three months ended June 30,		2021		2020		Change
Dew dney Trail Property	$	170,774	$	2,550	$	168,224
Eddy Property		37,031		20,020		17,011
Zinger Property		125,646		300		125,346
Vine Property		199,874		74,826		125,048
DD Property		366		(14,250)		14,616
Gold Shear Property		24,148		21,609		2,539
Parker Copper Property		995		-		995
Others		-		2,635		(2,635)
	$	558,834	$	107,690	$	451,144

Exploration activity during the three months ended June 30, 2021, focussed on Vine, Dewdney Trail, Zinger and Gold Shear properties, concentrating in geophysical and drilling work.

The most significant changes during the three months ended June 30, 2021, when compared to the same period of Fiscal 2020 were:

PJX Resources Inc. – Management’s Discussion and Analysis for the Three and Six Months Ended June 30, 2021 and 2020 Page 7 of 20

• Geology, geophysics and geochemistry (“GGG”) increased by $252,267, where geophysical work was the predominant component with $295,232 incurred during Q2 F2021 compared to $24,614 for the comparative period. During Q2 F2021, geophysical work was conducted at the Zinger and Dewdney Trail properties where $121,383 (Q2 F2020: $ Nil) and $160,979 (Q2 F2020: $Nil), respectively, were incurred;

• The Increase in drilling expenses of $184,757 is principally composed of drilling expenses incurred at the Vine Property, where $176,130 were incurred during the second quarter of fiscal 2021, with $3,971 for the comparative period, and $12,748 incurred during the second quarter of fiscal 2021 at Gold Shear, with $450 for the comparative period.

The following schedule describes exploration expenses, segregated by nature, as well as by project, incurred by PJX for the six months period ended June 30, 2021 and 2020:

Six months ended June 30,		2021		2020		Change
Geology, geophysics and geochemistry	$	374,732	$	136,760	$	237,972
Exploration-other accommodation		1,285		-		1,285
Permitting		1,143		-		1,143
Land rights, claims and environment		15,603		5,590		10,013
Drilling		213,406		301,263		(87,857)
Laboratory		40,708		16,571		24,137
Camp cost and exploration supplies		1,481		578		903
Exploration - travel and transportation		7,754		9,726		(1,972)
Exploration- meals		1,850		1,671		179
Rent - field office		4,884		3,500		1,384
Insurances		486		2,848		(2,362)
Option payments (receipts)		-		27,050		(27,050)
Non-flow -through exploration expenses		336		9,031		(8,695)
	$	663,668	$	514,588	$	149,080
Six months ended June 30,		2021		2020		Change
Dew dney Trail Property	$	175,274	$	10,650	$	164,624
Eddy Property		38,802		21,886		16,916
Zinger Property		127,146		300		126,846
Vine Property		206,588		415,016		(208,428)
DD Property		11,676		(14,250)		25,926
Gold Shear Property		103,187		71,956		31,231
Parker Copper Property		995		-		995
Others		-		9,030		(9,030)
	$	663,668	$	514,588	$	149,080

The most significant changes during the six months ended June 30, 2021, when compared to the same period of Fiscal 2020 were at Dewdney Trail, Zinger, Gold Shear and Vine properties.

• The increase in GGG of $237,972 is composed of an increase of $159,152 at Dewdney Trail Property, mainly related to airborne Geophysics program undertaken during the second quarter of the year for $160,979 (F 2020: $Nil); and an increase of $126,000 at Zinger Property for a similar program (F2020: $300). GGG expenses at the Vine Property decreased by $59,585, from $79,348 to $19,763 mainly in geochemistry and geophysics.

• The decrease in Drilling of $87,857 is attributed to decreases in drilling at the Vine Property with a reduction of $121,431, where $177,651 were incurred during the six months ended June 30, 2021, and $299,082 for the comparative period. The Company also incurred an increase of $33,274 in drilling expenses at its Gold Shear Property, where $35,455 were incurred during the six months

PJX Resources Inc. – Management’s Discussion and Analysis for the Three and Six Months Ended June 30, 2021 and 2020 Page 8 of 20

ended June 30, 2021 and $2,181 for the comparative period.

• The increase in laboratory expenses of $24,137 is composed of an increase at the Eddy Property of $7,330, a decrease at the Vine Property of $16,571, and an increase at Gold Shear Property of $33,378.

• No option payments were required during the six months ended June 30, 2021, compared to $27,050 for the comparative period where PJX issued 170,000 Company shares and paid $25,000 cash for property options on the DD, Gold Shear and David 6 Claims, as well as paid $25,000 cash, and received $20,000 in cash for the option out of the 75% of the DD property to DLP Resources Inc.

General and administration (“G&A”)

The following schedule describes the general and administration expenses incurred by PJX during the three months ended June 30, 2021 compared to the same period of Fiscal 2020:

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Three months ended June 30, 2021 2020 Change
Insurance $ 3,781 $ 5,294 $ (1,513)
Interest, bank charges and penalties 274 377 (103)
Investor relations 21,454 7,388 14,066
Listing and regulatory fees 4,822 6,443 (1,621)
Office expenses 3,286 3,076 210
Professional fees 6,026 11,220 (5,194)
Rent 3,688 387 3,301
Salaries and benefits 51,168 48,421 2,747
Taxes and levies 1,269 0 1,269
Travel and transportation 2,986 262 2,724
$ 98,754 $ 82,868 $ 15,886
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The most significant changes in general and administration expenses during the three months ended June 30, 2021, when compared to the same period of Fiscal 2020, were:

• The increase in investor relation charges of $14,066 is mainly due to an increase in subcontracted investor relation services following the reduction held during the COVID-19 pandemic;

• The decrease in professional fees of $5,194 is mainly due to variances arising on previously estimated accrued amounts and actual invoices subsequently received, principally in legal fees, associated with the first quarter royalty financing;

• Salaries and benefits vary depending on the allocations of management time incurred in exploration duties. During the three months ended June 30, 2021 gross payroll totaled $66,000 of which $23,984 was allocated to exploration, compared to $66,000 in gross payroll incurred during the three months ended June 30, 2020 and $21,501 allocated to exploration during the comparative period.

PJX Resources Inc. – Management’s Discussion and Analysis for the Three and Six Months Ended June 30, 2021 and 2020 Page 9 of 20

The following schedule describes the general and administration expenses incurred by PJX during the six months ended June 30, 2021 compared to the same period of Fiscal 2020:

Six months ended June 30,		2021		2020		Change
Insurance	$	6,050	$	8,169	$	(2,119)
Interest, bank charges and penalties		620		911		(291)
Investor relations		36,833		35,545		1,288
Listing and regulatory fees		23,388		18,765		4,623
Office expenses		7,569		5,753		1,816
Professional fees		48,267		18,720		29,547
Rent		7,375		1,545		5,830
Salaries and benefits		110,928		106,189		4,739
Taxes and levies		4,655		9,225		(4,570)
Travel and transportation		7,668		3,507		4,161
	$	253,353	$	208,329	$	45,024

The most significant changes in general and administration expenses during the six months ended June 30, 2021, when compared to the same period of Fiscal 2020, were:

• The increase in listing and regulatory fees of $4,623 is related to additional regulatory fees disbursed in relation to the sale of a royalty during the first quarter of fiscal 2021;

• Professional fees increase of $29,547 is composed by an increase in legal fees of approximately $38,000 partially offset by a reduction in accounting fees of approximately $8,000. The increase in legal fees is mainly related to the financing and sale of a royalty during the first quarter of fiscal 2021;

• The increase in rental charges of $5,830 is the result of the charge of certain rental expenses allocated to exploration expenses during the comparative period, which this year has been considered of a non-exploration nature;

• Salaries and benefits vary depending on the allocations of management time incurred in exploration duties. During the six months ended June 30, 2021 gross payroll totaled $132,000 of which $30,629 was allocated to exploration, compared to $132,000 in gross payroll incurred during the six months ended June 30, 2020 and $34,566 allocated to exploration during the comparative period;

• Expenditures in travel and transportation increased during the six months ended June 30, 2021 principally due to the reactivation of travel, reduced during the COVID-19 pandemic restrictions. Investor’s relations traveling related increased by approximately $1,000 and non investor relations traveling expenses increased by approximately $3,000.

PJX Resources Inc. – Management’s Discussion and Analysis for the Three and Six Months Ended June 30, 2021 and 2020 Page 10 of 20

SUMMARY OF QUARTERLY RESULTS

The following table sets forth a breakdown of the most significant components of the exploration expenses and the G&A costs of the Company for each of the eight most recently completed quarters.

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Net Income (loss) Exploration General and
Quarter Ended Revenue Total Per Share expenses administration
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June 30, 2021	Nil	$	(608,801)	($0.00)	$558,834	$98,754
March 31, 2021	Nil		724,020	0.01	104,834	154,599
December 31, 2020	Nil		(474,704)	(0.00)	319,822	213,171
September 30, 2020	Nil		(498,917)	(0.00)	165,551	88,976
June 30, 2020	Nil		(172,947)	(0.00)	107,690	82,868
March 31, 2020	Nil		(449,771)	(0.00)	406,898	125,461
December 31, 2019	Nil		(239,058)	(0.01)	31,881	217,351
September 30,2019	Nil		(745,863)	(0.01)	691,409	165,505

LIQUIDITY AND CAPITAL RESOURCES

On December 30, 2019, the Company announced the completion of a private placement where 1,943,824 flow-through units at a price of $0.17 per flow-through unit, 3,333,334 flow-through shares at a price of $0.15 per share and 3,858,333 units at a price of $0.15 per unit, were issued for gross proceeds of $1,409,200. The Company paid finder fees for a total of $99,226 and issued 649,733 compensation warrants, valued at $30,799.

On September 21, 2020, the Company announced the undertaking of a non-brokered private placement of up to eight million units, with a 25% overallotment option at the discretion of the Company, through the issuance of flow through units and non-flow through units (“unit”) at a price of $0.15 per flow through unit and $0.125 per unit. On October 6, 2020, the Company closed this private placement for gross proceeds of $1,230,800, through the issuance of 2,480,000 flow-through units at a price of $0.15 per unit and 6,870,400 units at a price of $0.125 per unit.

In February, 2021, the Company announced the completion of an investment agreement with Osisko Gold Royalties Ltd pursuant to which Osisko has agreed to purchase 6,250,000 common shares of PJX at a subscription price equal to $0.16 per share, for an aggregate purchase price of $1,000,000, and acquire a 0.5% NSR on the Company’s Gold Shear, Eddy, Zinger and Dewdney Trail properties for an additional aggregate cash consideration of $1,000,000. The share purchase price and the royalty purchase price shall be primarily applied to PJX to fund the further exploration and development of the properties. All securities issued to Osisko pursuant to the Investment Agreement are subject to a statutory four month hold period ending on June 27, 2021.

As at June 30, 2021, the Company had total current assets of $2,059,986 (cash, amounts receivable, and prepayments) that will be used for general and administrative expenses as well as exploration on its properties.

The working capital of the Company has increased from $886,172 at December 31, 2020 to $1,962,935 at June 30, 2021. When compared to December 31, 2021, current assets increased by $950,370 and current liabilities decreased by $126,393, representing an increase in working capital of approximately $1.1 million from December 31, 2020.

For the six months ended June 30, 2021, the Company generated an income of $115,219 or $0.00 per share and reported an accumulated deficit of $17,611,416. As at June 30, 2021 the working capital of the Company was $1,962,935.

The Company has successfully secured its key properties and, as at June 30, 2021, was not required to make

PJX Resources Inc. – Management’s Discussion and Analysis for the Three and Six Months Ended June 30, 2021 and 2020 Page 11 of 20

any option payments. See also the Commitments and Obligations and Subsequent Events sections below.

Outlook

The Company has no producing properties and, consequently, has no current operating income or cash flow. The Company’s access to capital may not be available on terms acceptable to the Company or at all. Financing of the Company’s activities to date has been obtained from equity issues. The continuing shortterm development of the Company’s properties therefore depends on the Company’s ability to obtain additional financing through equity investments. Considering the additional funding of approximately $2 million that the company obtained during Q1 F2021, the Company’s current cash position will enable it to fund the Corporation’s planned operating and exploration expenses for the next twelve months.

Even though PJX has not, until now, experienced a significant impact on its operations due to the declared COVID-19 global pandemic, future development associated with this pandemic might significantly affect the Company’s operations as the effects related to disruptions of workforces, economies, and financial markets globally, potentially leading to an economic downturn might impact it. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds.

The Company constantly reviews future exploration plans related to advancing its properties. The work plan will consider what work will be most beneficial for each project and the Company as balanced against the cash balance and market conditions affecting future funding. The Company is focused on ensuring capital resources are spent in the most efficient manner.

RELATED PARTY TRANSACTIONS

The following transactions were carried out with related parties:

a) Purchase of services:

During the three months ended June 30, 2021 and 2020, the Company contracted professional services from a director of PJX.

Periods ended June 30,	2021 2020 2021 2020 Six months Three months
Fee paid to a director of a company for geological services Fees paid to a director of the company for legal services rendered	- $ 1,200 $ - $ 1,200 $ 43,462 - 43,462 -
	43,462 $ 1,200 $ 43,462 $ 1,200 $

b) Key management compensation:

Key management includes directors (executive and non-executive), and senior officers (Chief Executive Officer and Chief Financial Officer). The compensation paid and payable to key management for employee services is shown below:

Periods ended June 30,	2021 2020 2021 2020 66,000 $ 66,000 $ 132,000 $ 132,000 $ 66,000 $ 66,000 $ 132,000 $ 132,000 $ Three months Six months
Salaries

c) Period-end balances arising from purchases of services and key management compensation:

PJX Resources Inc. – Management’s Discussion and Analysis for the Three and Six Months Ended June 30, 2021 and 2020 Page 12 of 20

As of June 30,	2021		2020
Payable to a law firm w here a director of the Companyis apartner	10,000		-
$	10,000	$	-

Payables to related parties for purchases and services are due on thirty days after reception and bear no interest. All transactions with related parties for purchases and services are on an arm’s length basis and recorded at exchange amounts.

COMMITMENTS, CONTINGENCIES AND CONTRACTUAL OBLIGATIONS

The Company is a party to certain employment contracts. These contracts contain clauses requiring that $792,000 be paid upon a change of control of the Company. As the likelihood of these events taking place is not determinable, the contingent payments have not been reflected in the Company’s June 30, 2021 unaudited condensed interim financial statements.

The Company’s exploration activities are subject to various federal, provincial and international laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company conducts its operations so as to protect public health and the environment and believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

Pursuant to the terms of certain flow-through share agreements, the Company needs to comply with its flowthrough contractual obligations with subscribers with respect to the Income Tax Act (Canada) by incurring qualified exploration expenditures before December 31, of the year following the year in which the agreement is entered into. The Company indemnifies the subscribers of current and previous flow-through share offerings against any tax related amounts that become payable by the shareholder as a result of the Company not meeting its expenditure commitments. As of June 30, 2021, PJX has no flow-through exploration obligation to incur before December 31, 2021.

TREND INFORMATION

There are no major trends which are anticipated to have a material effect on the Company’s financial condition and results of operations in the near future.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements, capital lease agreements or long-term debt obligations.

PROPOSED TRANSACTIONS

There are no proposed transactions that will materially affect the performance of the Company.

CRITICAL ACCOUNTING ESTIMATES AND CHANGES IN ACCOUNTING POLICIES

Critical accounting estimates and judgments

The preparation of financial statements requires management to use judgment in applying its accounting policies and estimates and assumptions about the future. Estimates and other judgments are continuously evaluated and are based on management’s experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. The following discusses the most significant accounting judgments and estimates that the Company has made in the preparation of the financial statements:

• The inputs used in accounting for share-based payment transactions in profit or loss. PJX estimates the value of stock-based compensation granted using the Black-Scholes valuation method. Several

PJX Resources Inc. – Management’s Discussion and Analysis for the Three and Six Months Ended June 30, 2021 and 2020 Page 13 of 20

assumptions including volatility, risk-free interest rate and expected option life are significant assumptions used in determining the values of incentive stock options (“options”).

• The assumptions used for determining the amount of deferred income tax assets, liabilities, expense and recovery, including the income tax rate to be used and recoverability of deferred tax assets involve critical judgement and estimates.

• The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company’s provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.

• The inputs used in accounting for share purchase warrants transactions in the statement of financial positions. PJX estimates the warrants issued using a standard valuation method. Several assumptions including volatility, risk-free interest rate and expected warrant life are significant assumptions used in determining the values of warrants.

• The assumptions under which the Company established an obligation to incur restoration, rehabilitation and environmental costs as they may arise when environmental disturbance is caused by exploration programs the Company might run. The estimation of future amounts to be incurred and discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value. See also “Commitments, Contingencies and Contractual Obligations.”

Changes in accounting policies:

During the six months ended June 30, 2021, the Company adopted a number of amendments and improvements of existing standards. These included IAS 1 – Presentation of Financial Statements, and IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors. The adoption of these new amendments did not have any material impact on the Company’s financial statements.

Future accounting changes:

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2021. Many are not applicable or do not have a significant impact to the Company and have been excluded.

IAS 1 – Presentation of Financial Statements (“IAS 1”) was amended in January 2020 to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or noncurrent is based solely on a company’s right to defer settlement at the reporting date. The right needs to be unconditional and must have substance. The amendments also clarify that the transfer of a company’s own equity instruments is regarded as settlement of a liability, unless it results from the exercise of a conversion option meeting the definition of an equity instrument. The amendments are effective for annual periods beginning on January 1, 2023. The Company is currently evaluating the impact of the amendments on its financial statements.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The Company’s financial instruments include cash and cash equivalents, accounts receivable, deposits and advances, accounts payable and accrued liabilities. Cash and cash equivalents are measured at amortized cost. Account receivables is classified as loans and receivables, which are measured at amortized cost. Accounts payable, accrued liabilities are classified as other financial liabilities, which are measured at

PJX Resources Inc. – Management’s Discussion and Analysis for the Three and Six Months Ended June 30, 2021 and 2020 Page 14 of 20

amortized cost. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from its financial instruments and that their fair values approximate their carrying value unless otherwise noted.

Fair Value

Fair value estimates are made at the balance sheet date based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties in significant matters of judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

The book values of the cash, other receivables, other financial assets, and accounts payable and accrued liabilities, approximate their respective fair values due to the short-term nature of these instruments. A summary of the Company’s risk exposures as it relates to financial instruments are reflected below:

Financial risk

The Company’s activities expose it to a variety of financial risks: credit risk, liquidity risk, and market risk (including interest rate and commodity and equity price risk). Risk management is carried out by the Company's management team with guidance from the Board of Directors.

Credit risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to cash and deposits. Cash is held with reputable Canadian chartered banks, from which management believes the risk of loss to be minimal. Deposits are held with the British Columbia Ministry of Energy and Mines, from which management believes that the credit risk is minimal.

Liquidity risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. At June 30, 2021, the Company had a cash balance of $1,981,209 (December 31, 2020: $1,061,346) to settle current liabilities of $97,051 (December 31, 2020: $223,444) which includes a noncash flow through premium liability of $Nil (December 31, 2020: $48,805). All of the Company's financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms.

Market risk

Interest rate risk

The Company's current policy is to invest excess cash in interest bearing accounts at major Canadian chartered banks. The Company periodically monitors its cash management policy. As at June 30, 2021, the Company did not have any amounts invested in interest bearing accounts.

Sensitivity analysis

As of June 30, 2021, both the carrying and fair value amounts of the Company's financial instruments are the same. Based on Management's knowledge and experience of the financial markets, the Company believes that is “reasonably possible” that commodity price fluctuation could adversely affect the Company. In particular, the Company’s future profitability and viability of development depends upon the world market price of mineral commodities. As of June 30, 2021, the Company was not in the production phase. As a result, commodity price risk may affect the completion of future equity transactions such as equity offerings and the exercise of options. This may also affect the Company's liquidity and its ability to meet its ongoing obligations.

Capital Management

When managing capital, the Company’s objective is to ensure the entity continues as a going concern as well as to maintain optimal returns to shareholders and benefits for other stakeholders. Management adjusts the capital structure as necessary in order to support the acquisition, exploration and development of its exploration properties. The Board of Directors does not establish quantitative return on capital criteria for

PJX Resources Inc. – Management’s Discussion and Analysis for the Three and Six Months Ended June 30, 2021 and 2020 Page 15 of 20

management, but rather relies on the expertise of the Company's management to sustain future development of the business.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management during the periods ended June 30, 2021 and 2020. The Company is not subject to externally imposed capital requirements.

The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than of the TSX Venture Exchange (“TSXV”) which requires adequate working capital or financial resources of the greater of (i) $50,000 and (ii) an amount required in order to maintain operations and cover general and administrative expenses for a period of 6 months. As of June 30, 2021, the Company believes it is compliant with the Policies of the TSXV.

DISCLOSURE CONTROLS AND PROCEDURES

Management has established processes, which are in place to provide them sufficient knowledge to support management representations that they have exercised reasonable diligence that (i) the financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the financial statements, and (ii) the financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of the date of and for the periods presented by the financial statements.

In contrast to the certificate required under Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (MI 52-109), the Company utilizes the Venture Issuer Basic Certificate, which does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in MI 52-109. In particular, the certifying officers filing the Certificate are not making any representations relating to the establishment and maintenance of:

• (i) Controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

• (ii) A process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP. The Company’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.

Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in MI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

RISKS AND UNCERTAINTIES

Exploration is the Research & Development foundation of the Minerals and Metals Industry. The mineral claims to which the Company has a right to acquire an interest or owns are in the exploration stages and are without a known body of commercial ore. The Company does not hold any interest in a mining property in production and is focused on exploration to make new discoveries with the potential to be brought into production. The Company continues to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial

PJX Resources Inc. – Management’s Discussion and Analysis for the Three and Six Months Ended June 30, 2021 and 2020 Page 16 of 20

resources to do so. Development of the mineral properties would follow only if favorable results are determined at each stage of assessment.

PJX’s business of exploring mineral resources involves a variety of operational, financial and regulatory risks that are typical in the natural resource industry. The Company attempts to mitigate these risks and minimize their effect on its financial performance, but there is no assurance that the Company will be successful in achieving a return on shareholders’ investment and the likelihood of success must be considered given its early stage of operations. The risks and uncertainties described in this section are not inclusive of all the risks and uncertainties to which the Company may be subject.

Liquidity and Capital Markets Risks

Global economic and other factors impact markets. The Company anticipates future expenditures will require additional infusions of capital; there can be no assurance that such financing will be available or, if available, will be on reasonable terms depending on market and other factors beyond the control of the Company. If financing is obtained by issuing common shares from treasury, control of the Resulting Issuer may change and investors may suffer additional dilution. Furthermore, if financing is not available, lease expiry dates, work commitments, rental payments or option payments, if any, may not be satisfied and could result in a loss of shareholder investment.

Dependence on Management

The Company is very dependent upon the personal efforts and commitment of its existing management. To the extent that management’s services would be unavailable for any reason, a disruption to the operations of the Company could result, and other persons would be required to manage and operate the Company.

Regulatory / Political Risk

The Company’s exploration properties are located in British Columbia, Canada. The Company requires permits from various government authorities and, depending on the stage of development, such operations may be governed by laws, regulations or responsibilities relating to prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environment, First Nations consultation and other matters. The Company works with all interested parties on an on-going basis to comply with all applicable material laws and regulations and address the interests of communities where it operates. There can be no assurance, however, that all permits which the Company may require for its operations and exploration activities will be obtainable on reasonable terms or on a timely basis or that laws, regulations, or actions would not have an adverse effect on any exploration or mining project which the Company might undertake.

Indigenous Rights and Other Title Risks

Although the Company has exercised due diligence with respect to determining title to properties in which it has a material interest, and government records support PJX’s title, there is no guarantee that title to such properties will not be challenged or impugned. The Company’s mineral property interest may be challenged by prior unregistered agreements, or transfers, or conflicting claims; or indigenous claims, and title may be affected by undetected defects.

Land Use and Ecosystem Impacts Risks

Although the Company has exercised due diligence with respect to determining land use and ecosystem impacts on its properties and government permits support PJX’s regulatory compliance, there is no guarantee that existing regulations applicable to such properties will not be challenged or impugned. The Company works with the regulatory authorities to provide comment and stakeholder input in effort to ensure the Company protects its properties in conjunction with adhering to best practices in regards to land use and ecosystem impacts.

Climate Change Risks

The Company’s operations are sometimes subject to seasonal forest fire impacts and potential impacts with respect to water access for exploration purposes. Such operations are governed by laws, regulations or

PJX Resources Inc. – Management’s Discussion and Analysis for the Three and Six Months Ended June 30, 2021 and 2020 Page 17 of 20

responsibilities as determined by governmental authorities. The Company works with all interested parties on an on-going basis to comply with all applicable material laws and regulations and address the interests of communities where it operates. There can be no assurance, however, that the Company may continue operations and exploration activities on a timely basis or that laws, regulations, or actions would not have an adverse effect on any exploration or mining project which the Company might undertake.

Metal Prices

The mining industry, in general, is intensely competitive and there is no assurance that a profitable market will exist for the sale of metals produced even if commercial quantities of precious and/or base metals are discovered. Factors beyond the control of the Company may affect the marketability of metals discovered. Pricing is affected by numerous factors beyond the Company’s control, such as international economic and political trends, global or regional consumption and demand patterns, increased production and smelter availability. There is no assurance that the price of metals recovered from any mineral deposit will be such that they can be mined at a profit.

Shareholder Dilution

The Company’s constating documents permit the issuance of an unlimited number of common shares and a limited number of preferred shares issuable in series on such terms as the Directors determine without the approval of shareholders, who have no pre-emptive rights in connection with such issuances. In addition, the Company is required to issue common shares upon the conversion of its outstanding share purchase warrants and options in accordance with their terms. Accordingly, holders of common shares may suffer dilution.

COVID-19 Risk

COVID-19 continues to have effects related to disruptions of workforces, economies, and financial markets globally. This potentially increases the risk of labour force disruption (including the supply of contract labour, equipment or site access) for PJX. Labour force disruption could also affect the provision of services to the Company such as delays in the receipt of laboratory results or provision of supplies. In addition, COVID-19 has the potential to spread rapidly and place the Company’s workforce at risk. The Company follows the Worksafe BC and Provincial Health Office of British Columbia guidelines to protect its workforce and its operations from the risks and potential adverse impacts of the pandemic.

The Company continues to actively monitor the situation and may take additional measures, if and to the extent warranted, as matters develop. There can be no assurance, however, that such steps and measures will be sufficient to fully mitigate all such risks and potential adverse impacts.

OUTSTANDING SHARE DATA

The following schedules reconcile shares, options and warrants issued since the last fiscal year end, on a fully diluted basis, as of the date of this report:

Balance at December 31, 2020	117,574,694
Shares issued subsequent to year-end:
Shares issued onprivateplacement	6,250,000
Total shares issued at the date of this report	123,824,694
Warrants outstanding at the date of this report	40,139,701
Options outstandingat the date of this report	9,662,500
Fully diluted number of shares at the date of this report	173,626,895

Warrants:

As part of the financing announced on December, 2020, the Company issued 649,733 compensation warrants valued at $30,799. Each warrant entitles the holder to purchase one common share of the Company at a price of $0.25 per share for 36 months.

PJX Resources Inc. – Management’s Discussion and Analysis for the Three and Six Months Ended June 30, 2021 and 2020 Page 18 of 20

As the proceeds received by the Company on October 6, 2020, for a flow-through and non-flow through unit at the time of the transaction were different, a premium on flow-through shares of $62,000 was recorded. The premium has been deducted from capital and a flow-through premium liability for the same amount was recorded. The premium is subsequently amortized as the flow-through funds are utilized in qualified exploration programs.

As part of the financing announced on October 6, 2020, the Company issued 301,120 compensation warrants valued at $16,911. Each warrant entitles the holder to purchase one common share of the Company at a price of $0.20 per share for 24 months.

On May 3, 2021, the Company announced that it has extended the term of 12,296,276 share purchase warrants, (the "Warrants"). The Warrants were issued pursuant to a private placement announced on May 1, 2018 and accepted for filing by the TSX Venture Exchange on May 17, 2018. The Warrants were due to expire on May 15, 2021 and are exercisable at $0.25 per share. The new expiration date of the Warrants is May 15, 2022. All other terms of the warrants, including the exercise price will remain unchanged.

The following schedule describes the warrants outstanding at the date of this report:

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Number of Exercise
Expiry Date Warrants price Value
August 29, 2021 6,833,284 $ 0.25 $ 332,611
December 17, 2021 * 4,574,131 0.30 241,972
December 17, 2021 * 332,600 0.30 19,120
May 15, 2022 12,296,276 0.25 537,320
October 5, 2022 9,350,400 0.20 332,443
October 5, 2022 301,120 0.20 16,911
December 5, 2022 5,802,157 0.25 249,241
December 5, 2022 649,733 0.25 30,799
Balance at the date of this report 40,139,701 $ 0.24 $ 1,760,417
----- End of picture text -----**

• Exercisable at $0.25 until December 17, 2020 and at $0.30 from then until December 17, 2021.

** Warrants originally expyring on May 15, 2021 and extended to May 15, 2022

Share based compensation:

The Company has a stock option plan (the "Plan") to provide incentive for the directors, officers, employees, consultants and service providers of the Company. The maximum number of shares which may be set aside for issuance under the Plan is 10% of the outstanding common shares.

On July 20, 2020, 1,380,000 options exercisable at $0.19, expired unexercised.

On August 11, 2020, the Company granted an aggregate of 2,792,500 options to employees, officers, directors and consultants of the Company, pursuant to the Company’s Plan, at an exercise price of $0.20 per share. Out of the options granted, 2,632,500 were fully vested on granting and 160,000 vest every quarter over a period of 1 year, with the first quarter vesting three months after granting. All options granted are exercisable until August 11, 2025. The fair value of each option was estimated on the date of the grant using the Black-Scholes option pricing model, with the following assumptions: share price of $0.14, expected dividend yield of 0%, expected volatility of 109%; risk-free interest rate of 0.38%; and an expected average life of 5 years. The fair value of all these options was estimated at $289,233 of which $288,238 has been vested as of June 30, 2021.

Subsequent to June 30, 2021, 1,150,000 options with an average exercise price of $0.23, were cancelled. Additional details regarding this transaction are found in the Subsequent Events section of this document.

PJX Resources Inc. – Management’s Discussion and Analysis for the Three and Six Months Ended June 30, 2021 and 2020 Page 19 of 20

The following schedule describes the outstanding options as of the date of this report:

	Exercise	Life remaining	Number	Number
Expiry Date	price	inyears	outstanding	vested
November 17, 2021	$0.20	0.22	2,885,000	2,885,000
August 19, 2023	$0.25	1.98	1,675,000	1,675,000
January 3, 2024	$0.25	2.35	2,610,000	2,610,000
August 11,2025	$0.20	3.96	2,492,500	2,462,105
Balance at the date of this report	$0.22	2.07	9,662,500	9,632,105

QUALIFIED PERSON

The above scientific and technical information has been prepared or reviewed by John Keating, P.Geo., President and Chief Executive Officer of the Company. Mr. Keating also supervises all work associated with the Company’s exploration programs and is a “qualified person” within the meaning of National Instrument 43-101.

SUBSEQUENT EVENTS

a) Property Option

On July 29, 2021 the Company announced option of the historical Estella mine crown grants (the “Estella Property”) from Imperial Metals Corporation (“Imperial”).

Subject to TSX Venture Exchange approval, PJX can earn a 100% interest in the Estella Property by making cash payments, or share equivalent payments, to Imperial totaling $250,000 over a 5-year period as follows:

• $15,000 on signing the agreement; and

• $20,000 on or before July 26, 2022; and

• $25,000 on or before July 26, 2023; and

• $30,000 on or before July 26, 2024; and

• $35,000 on or before July 26, 2025; and

• $125,000 on or before July 26, 2026

Upon exercise of the option by PJX, Imperial will retain a Net Smelter Return Royalty (“NSR”) of 2% in respect of the Estella Property. PJX will have the right to buy back 50% of the NSR [being a 1% NSR] for $1,000,000, and the remaining 50% of the NSR [being a 1% NSR] for an additional $1,000,000.

b) Options cancelled

Subsequent to June 30, 2021, the following 1,150,000 options were cancelled:

Number of Options	Exercise Price	Expiration Date
250,000	$0.20	November 17,2021
250,000	$0.25	August 19,2023
350,000	$0.25	January3,2024
300,000	$0.20	August 11,2025

PJX Resources Inc. – Management’s Discussion and Analysis for the Three and Six Months Ended June 30, 2021 and 2020 Page 20 of 20

Corporate information

Directors

John Keating, P.Geo[(3)] President & CEO, PJX Resources Inc. Toronto, Ontario, Canada

Linda Brennan, B. Comm[ (2)] CFO, Corporate Sec. PJX Resources Inc. Vancouver, BC, Canada

James Clare, LLB Toronto, Ontario, Canada

Joseph Del Campo, CPA, CMA[(1) (2)] Toronto, Ontario, Canada

Dr. Trygve Hoy, PhD, MSc, P. Eng[(1) (2)] Sooke, B.C, Canada

Legal Counsel Bennett Jones LLP Toronto, Ontario

Registrar & Transfer Agent Computershare Trust Company of Canada Toronto, Ontario

Bank

Royal Bank of Canada Toronto, Ontario

Victor Bradley, CPA, CA[(1)] Monaco

(1) Audit Committee

(2) Compensation Committee

(3) Non-Executive Chairman

Officers

John Keating, P.Geo President & CEO, PJX Resources Inc. Toronto, Ontario, Canada

Linda Brennan, B.Comm CFO, PJX Resources Inc. Vancouver, British Columbia, Canada

Stock Listing

TSX Venture Exchange Tier 2 Company, Trading Symbol PJX CUSIP: 72585A 10 9

Executive Office 100 King Street West Suite 5600 Toronto, Ontario Canada M5X 1C9 Telephone: (416) 799-9205 Facsimile: (416) 644-8801 E-mail: info@pjxresources.com

Investor Relations

Further information about the Company is available on the Company’s website at www.pjxresources.com

The Company’s filings with Canadian securities regulatory authorities can be accessed on SEDAR at www.sedar.com

Auditors

McGovern Hurley LLP Toronto, Ontario

PJX Resources Inc. – Management’s Discussion and Analysis for the Three and Six Months Ended June 30, 2021 and 2020 Page 21 of 20