POLARX LIMITED — Management Reports 2014

Sep 29, 2014

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(Formerly Crescent Resources Corp.)

Management Discussion and Analysis

For the year ended June 30, 2014

Coventry Resources Inc. (formerly Crescent Resources Corp.) Management’s Discussion and Analysis For the twelve months ended June 30, 2014

This Management’s Discussion and Analysis (“MD&A”) prepared as at September 26, 2014, reviews the financial conditions and results of operations of Coventry Resources Inc. (“Coventry”, or the “Company”) for the fiscal year ended June 30, 2014 and all other material events up to the date of this report. The following discussion should be read in conjunction with the Company’s annual audited consolidated financial statements and related notes for the fiscal year ended June 30, 2014.

The financial data included in the discussion provided in this report has been prepared in accordance with International Financial Reporting Standards (“IFRS”). All dollar amounts are in Canadian dollars, unless otherwise noted.

The Company’s certifying officers are responsible for ensuring that the annual audited consolidated financial statements and MD&A 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 was made. The Company’s officers certify that the annual audited consolidated financial statements and MD&A fairly present, in all material respects, the financial condition, result of operations and cash flows, of the Company as the date hereof.

DESCRIPTION AND OVERVIEW OF BUSINESS

Coventry is a Canadian-based resource exploration company in the business of acquiring, exploring, and developing exploration and evaluation assets. The Company has no producing properties and consequently no operating income. The recovery of the amounts comprising exploration and evaluation assets is dependent upon the confirmation of economically recoverable reserves, the ability of the Company to obtain necessary financing to successfully complete the exploration and development of those reserves and upon future profitable production. It is the Company’s intention to obtain financing through access to public equity markets, debt and partnerships or joint ventures for its exploration expenditures and to meet ongoing working capital requirements.

Coventry is an active Company listed on both the TSX Venture Exchange (“TSX-V”) and the Australian Securities Exchange (“ASX”) under the symbol “ CYY ” and is a reporting issuer in British Columbia, Alberta and Ontario.

The Company was created on January 8, 2013, by the reverse take-over (“RTO”) of Crescent Resources Corp. (“Crescent”) by Coventry Resources Limited (“Coventry Australia”), an Australian company listed on the ASX. The merger constituted a RTO as the shareholders of Coventry Australia took control of Crescent. As a result of the RTO, Crescent changed its fiscal year-end to June 30 from December 31, to be coterminous with Coventry Australia’s fiscal year end, and changed its name to Coventry Resources Inc.

In February 2014, the Company completed a plan of arrangement (the “Transaction”) with Chalice Gold Mines Limited (“Chalice”). Pursuant to the Transaction, the Company disposed of its major asset, being its 100% interest in the Cameron and Rainy River Gold Projects in Ontario, Canada, in consideration for 46 million shares of Chalice, which were subsequently distributed to the Company’s shareholders on a pro rata basis as a return of capital.

The Company’s principal asset is now its 100% interest in the Uncle Sam Property, a gold exploration project located in Alaska (the “ Uncle Sam Project ”).

Reverse Takeover

On September 7, 2012, Coventry Australia entered into a merger implementation agreement with Crescent. The parties agreed to an arrangement by which Crescent would acquire all of the outstanding shares of Coventry Australia. Pursuant to the terms of the RTO, all of the common shares of Coventry Australia were

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Coventry Resources Inc. (formerly Crescent Resources Corp.) Management’s Discussion and Analysis For the twelve months ended June 30, 2014

exchanged for common shares of Crescent on a basis of 0.2513 post-consolidation common share of Coventry Australia for one (1) common share of Crescent. Immediately prior to the RTO, Crescent completed a consolidation of its shares in which 5 old Crescent common shares were exchanged for one (1) new Crescent common share (the “Consolidation”). Accordingly, 60,375,791 common shares of the Company were issued to Coventry Australia shareholders and the RTO was completed on January 8, 2013.

Legally, Crescent became the parent company of Coventry Australia. However, as a result of the RTO, control of the combined companies passed to the former shareholders of Coventry Australia, which for accounting purposes is deemed to be the acquirer. For financial reporting purposes, the RTO has been accounted for under IFRS 2, Share-Based Payments, and therefore the consolidated financial statements have been prepared as a continuation of Coventry Australia.

The common shares of the Company commenced trading on the TSX-V under the symbol “CYY” at the opening of trading on January 9, 2013, at which time the common shares of Crescent trading under the symbol “CRC” were delisted. CDI’s of the Company commenced trading on the ASX on January 9, 2013 under the symbol CYY. Consequently, through the period ended January 8, 2013, the consolidated statements of financial position, the consolidated statements of operations and comprehensive loss, and the consolidated statements of cash flows relate only to Coventry Australia, the acquirer. Subsequent to January 8, 2013, the net assets of Coventry Australia are included in the consolidated statement of financial position at their carrying values, and the acquisition of Crescent is accounted for by the acquisition method, with the net assets of Crescent recorded at their estimated fair values.

Concurrent with the RTO, Crescent changed its name to Coventry Resources Inc.

The Company has accounted for the RTO as an asset acquisition under the scope of IFRS 2, Share-Based Payments. Consideration consisted entirely of shares and options of the Company which were measured at the fair value of the shares and options that Coventry Australia would have been required to issue to Crescent`s shareholders had the transaction been structured as a legal acquisition of Crescent by Coventry Australia. The fair value of these shares and options deemed to have been issued was $2,662,089 and $19,965, respectively. The recognition of a listing expense as part of the acquisition of a public company is determined as the proceeds paid by the Company less the net assets acquired by the Company as a result of the RTO. The Company recognized a listing expense of $1,498,790.

The purchase price allocation is as follows:

allocation is as follows:
		Amount
Cash	$	918,275
Accounts receivable		55,142
Prepaid expenses		43,727
Property, plant and equipment		1,423
Uncle Sam Project		1,238,757
Accounts payable		(105,092)
Accrued liabilities		(35,000)
Subscriptions payable		(751,468)
Obligation to issue shares		(100,000)
Legal fee liability		(82,500)
Net assets	$	1,183,264

In addition, outstanding options of Coventry Australia were exchanged for new options of the Company, adjusted in accordance with their terms such that the number of shares of the Company received upon exercise and the exercise price reflected the 0.2513 exchange ratio as previously noted.

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Coventry Resources Inc. (formerly Crescent Resources Corp.) Management’s Discussion and Analysis For the twelve months ended June 30, 2014

Sale of Assets

On November 1, 2013, Coventry and Chalice entered into the Transaction under the British Columbia Corporations Act , pursuant to which Chalice would acquire 2235411 Ontario Inc., Coventry Resources Ontario Inc., Cameron Gold Operations, and Coventry Rainy Inc. (the “Coventry Subsidiaries”). In consideration of the purchase of the Coventry Subsidiaries, the shareholders of Coventry would receive on a pro rata basis 46 million shares of Chalice (the “Consideration Shares”) or 0.5054 Consideration Shares for every Coventry share subject to a working capital adjustment made in relation to the Coventry Subsidiaries. The completion of the Transaction was conditional upon receipt of regulatory, shareholder and board approval from both Chalice and Coventry.

Following initial merger discussions with Chalice, management identified indicators of impairment related to the projects held by the Coventry subsidiaries. The Cameron Gold Operations, Rainy River, and Ardeen projects were assessed for impairment based on the recoverable amount which is determined using fair value less cost to sell. Accordingly, a cumulative impairment charge of $23,615,621 was recorded against these projects during the year. The impairment charge included a recovery on the Ardeen Project of $326,962.

On January 21, 2014, a special meeting was held where shareholders approved the Transaction. On February 4, 2014 (the “Completion Date”), Coventry and Chalice completed the Transaction following the receipt of regulatory approvals. On the Completion Date, the Consideration Shares, with a fair value of $6,266,768, were received by Coventry on trust for its shareholders.

On February 7, 2014 (the “Distribution Date”), the Consideration Shares, with a revised fair value of $6,384,620, were distributed to Coventry shareholders on a pro rata basis. In accordance with IFRIC 7 – Distribution of Non-cash Assets to Owners, this distribution represented a return of capital. The change in the fair value of the Consideration Shares between the Completion Date and the Distribution Date, was recognized as a realized gain on available-for-sale securities of $117,852 in the consolidated statement of loss and comprehensive loss.

In addition, a positive working capital adjustment of $53,390 related to the Canadian subsidiaries was calculated upon completion of the Transaction and was repaid to the Company by Chalice in April 2014.

The net assets directly associated with the transaction are as follows:

directlyassociated with the transaction are as follows:
	February 4, 2014
ASSETS Cash and cash equivalents Other receivables and prepayments Property, plant and equipment Exploration and evaluation assets Total Assets LIABILITIES Trade and other payables Total Liabilities Net assets directly associated with the transaction	$ 54,142 19,870 298,560 5,968,204
	6,340,776
	20,622
	20,622
	$ 6,320,154

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Coventry Resources Inc. (formerly Crescent Resources Corp.) Management’s Discussion and Analysis For the twelve months ended June 30, 2014

Exploration and Evaluation Assets

Uncle Sam Project, United States

The Uncle Sam Project is located 75 kilometres southeast of the City of Fairbanks. The Uncle Sam Project is an intrusion related gold target hosted in a similar age of intrusive rocks to those which host the Pogo Gold Mine approximately 60 kilometres to the east of the Uncle Sam Project. A comprehensive exploration data package compiled by previous operators of the Uncle Sam Project indicates that there are extensive anomalous areas defined by surface gold geochemistry and numerous significant drill intercepts.

The level of future exploration activity at the Uncle Sam Project will be determined by availability of funding, together with an assessment of the prospectivity of this project in comparison to any other projects the Company may have rights to.

SELECTED ANNUAL INFORMATION

	2014	2013	2012
Interest and other income	$ 30,487	$ 30,653	$ 107,652
General and administration expenses	1,377,011	4,923,714	2,749,885
Impairment of exploration expenditure	23,615,621	3,897,618	3,110,071
Stock-based compensation	113,607	175,497	313,621
Mineral exploration expenses	376,877	4,736,547	7,562,311
Comprehensive loss for the year	24,844,293	8,890,909	5,687,460
Cash and cash equivalents	762,363	2,813,428	3,108,147
Total assets	830,694	32,522,767	30,869,073
Total liabilities	83,669	664,206	758,969
Working capital	$ 699,445	$ 2,223,113	$ 2,565,398

RESULTS OF OPERATIONS

The Company incurred a loss from continuing operations for the year ended June 30, 2014 (“FY2014”) and 2013 (“FY2013”) of $24,844,293 and $8,890,909 respectively. The significant loss recorded for the year ended June 30, 2014, was a result of an impairment charge of $23,615,621 to the Company’s exploration and evaluation assets (refer section - Sale of Assets). In addition, there was gain of $(870,088) recorded during the year which was attributable to the release of the cumulative translation adjustment (“CTA”) following the sale of the Coventry Subsidiaries and wind-up of one of the Company’s foreign subsidiaries. This gain offset a portion of the loss from continuing operations. After adjusting for these charges to profit and loss, the loss from continuing operations was $2,098,760.

Public company costs relate to the various regulatory and transfer agency costs associated with publicly traded companies. Total costs of $56,068 were incurred during the year ended June 30, 2014 compared to costs of $304,714 for the year ended June 30, 2013. The higher costs in FY2013 were primarily attributable

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Coventry Resources Inc. (formerly Crescent Resources Corp.) Management’s Discussion and Analysis For the twelve months ended June 30, 2014

to the RTO, in particular one-off expenditures incurred in relation to the dual listing of the Company’s shares on the TSX-V and the ASX.

Consulting and director fees are costs associated with the Board and management. Total fees of $457,111 and $518,898 were incurred for the year ended June 30, 2014 and June 30, 2013 respectively. For comparative purposes, it is noted that in FY2013, the costs for the President of the Company were allocated to staff costs and fees for the Technical Director were capitalized. After adjusting for the subsequent change in accounting treatment in FY2014, the consulting and director fees comparatives for FY2013 would be approximately $1.36 million. The reduction in management costs in the current year is due to a reduction in fees paid to key executives, along with a reduced number of directors on the Company’s board.

Share-based compensation costs of $113,607 and $175,497 were recognized during the year ended June 30, 2014 and 2013 respectively. The expense recognized during the period represents the vesting of stock options granted to management and employees on November 28, 2013.

For the year ended June 30, 2014, the Company incurred $268,090 in legal fees compared to $636,416 for the year ended June 30, 2013. The decrease can be attributed to the absence of one-time costs related to the RTO and other business development activities in FY2013. The legal fees incurred during FY2014 mainly relate to the Transaction.

Staff costs of $126,151 were incurred by the Company for the year ended June 30, 2014. These costs are significantly lower than the $764,869 incurred during the year ended June 30, 2013. The reduction in staff numbers and the management restructure during FY2014 have dramatically reduced these costs for the Company. Staff costs in the in FY2013 also included the cost of the former CEO who resigned in April 2013. The costs of the interim CEO were subsequently recorded in the expense category - consulting and directors fees.

Serviced office and outgoing costs relate to office rent and the various operating costs associated with maintaining an office. For the year ended June 30, 2014 and 2013, the Company incurred expenses of $40,765 and $143,506 respectively. The decrease in FY2014 costs can be attributed to termination of the lease and closure of the Canadian office in January 2014.

Travel expenses of $52,327 were incurred by the Company for year ended June 30, 2014. These costs are significantly lower compared to the $171,698 incurred during the year ended June 30, 2013. Expenses were lower due to the absence of management relocation costs and investor relation expenditures.

The Company incurred a foreign exchange (gain)/loss of $(820,824) and $33,031 during the year ended June 30, 2014 and 2013 respectively. The foreign exchange gain was attributable to the release of the CTA of $779,225 during the current period. The CTA had previously been accumulated for in the Statement of Equity as a result of a gain realized from intercompany loans denominated in $AUD made from the parent to the Disposal Group, which had a $CAD functional currency. It also includes CTA related to the wind-up of one the Company’s subsidiaries. Following the Transaction, the gain in the CTA was released and recognized as a foreign exchange gain. The foreign exchange gain during the current year is a result of the strengthening of the Australian dollar (relative to the Canadian dollar); as the Company holds a significant amount of cash denominated in Australian dollars.

During the year, the Company realized a gain on available-for-sale securities of $117,852 to recognize the change in the fair value of the Chalice shares between the date the shares were received and the date of distribution to Coventry shareholders.

For the year ended June 30, 2013, the Company recognized listing fee expenses of $1,498,790. The Company has accounted for the RTO as an asset acquisition under the scope of IFRS 2, Share Based Payments. The fair value of these shares deemed to have been issued was $2,662,089 and the options $19,965, respectively. The recognition of a listing expense as part of the acquisition of a public company is

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Coventry Resources Inc. (formerly Crescent Resources Corp.) Management’s Discussion and Analysis For the twelve months ended June 30, 2014

determined as the proceeds paid by the Company less the net assets acquired by the Company ($1,183,264) as a result of the takeover (see Note 2 of the annual audited consolidated financial statements for the year ended June 30, 2013).

Other expenses relate to various administration costs incurred by the Company. For the twelve month periods ended June 30, 2014 and 2013, the Company incurred costs of $311,797 and $719,027 respectively. The reduction in costs in FY2014 can be attributed to lower accounting, computer related expenses, telephone, audit fees and other general administration related costs associated with the new Company structure.

SUMMARY OF QUARTERLY RESULTS

	Exploration and deferred	Exploration and deferred			Net income (loss)
Three Months Ended		expenses (1)	Net income (loss)		per share
June 30, 2014(2)	$	-	$	(173,570)	$ 0.00
March 31, 2014		18,120		557,599	0.01
December 31, 2013		121,372		(1,690,952)	(0.02)
September 30, 2013		228,080		(22,758,145)	(0.25)
June 30, 2013(2)		653,717		(4,432,855)	(0.07)
March 31, 2013		3,267,186		(2,361,869)	(0.04)
December 31, 2012		915,511		(1,276,550)	(0.02)
September 30, 2012		993,448		(719,405)	(0.01)

(1) Additions to exploration and deferred expenses excluding any impairment recorded during the period.

(2) For further details on the quarterly results for June 30, 2014 and June 30 2013, refer section – Fourth Quarter.

LIQUIDITY AND CAPITAL RESOURCES

The Company does not have any operations that generate cash inflow. Coventry’s financial success relies on management’s ability to find economically viable mineral deposits. This process can take many years and is largely based on factors that are beyond the control of Coventry.

In order to finance its exploration activities and corporate overhead, historically the Company has been dependent on investor sentiment being positive towards the exploration business generally, and towards Coventry in particular, so that funds can be raised through the sale of the Company’s securities. Many factors have an influence on investor sentiment, including a positive climate for mineral exploration, a company’s track record and the experience and calibre of a company’s management. There is no certainty that equity funding will be available at the times and in the amounts required to fund the Company’s activities. Note 1 of the Company’s annual audited consolidated financial statements for the fiscal year ended June 30, 2014 further discusses the going concern issue. The financial statements do not include any adjustments that might result from these uncertainties.

Coventry has historically financed its activities through equity financings. Debt financing has not been used to fund property acquisitions and exploration and the Company currently has no plans to use such debt financing.

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Coventry Resources Inc. (formerly Crescent Resources Corp.) Management’s Discussion and Analysis For the twelve months ended June 30, 2014

Cash and Financial Conditions

The Company had cash and cash equivalents balance of $762,363 as at June 30, 2014, compared to a cash balance of $2,813,428 as at June 30, 2013. The Company’s cash equivalents are fully cashable at any time so there are no restrictions on availability of these funds.

The Company had working capital of $699,445 as at June 30, 2014 compared to a working capital of $2,223,113 as at June 30, 2013. The decrease in working capital in FY2014 can be attributed to the Company’s exploration and evaluation activities in the first half of the year, corporate overheads and costs relating to the Transaction.

The Company does not have any unused lines of credit or other arrangements in place to borrow funds and has no off-balance sheet arrangements. Coventry does not use hedges or other financial derivatives.

The Company recognized net cash out flows of $1,469,161 and $3,518,616 for the period ended June 30, 2014 and 2013 respectively. The decreased out flows during FY2014 reflect the Company’s restructuring activities and continuing efforts to significantly reduce costs and conserve cash, in particular, a decrease in consulting and directors’ fees and staff costs of $700,505 as a result of (i) a reduction in staff numbers; (ii) Executive Directors having their salaries and fees cut by 50%; and (iii) all Non-Executive Directors having their fees reduced to $nil.

During FY2013 there were also significant one-time costs related to the RTO. Public company costs and legal fees were $248,646 and $368,326 higher respectively in FY2013, predominantly as a result of the RTO and related listing expenses on both the TSX-V and ASX. The higher level of business activity in FY2013, including business development initiatives, also contributed to the higher legal expenses. The decrease in legal costs in FY2014 was partially offset by the legal costs related to the Transaction of approximately $150,000.

In FY2014 there was also a significant reduction in serviced office costs and outgoings, travel and other expenses as discussed previously in the section - Results of Operations .

Investing Activities

The Company recognized net investing cash out flows of $581,951 and $2,892,470 for the period ended June 30, 2014 and 2013 respectively. The decrease in out flows during FY2014, primarily reflects a significant reduction of exploration activity in anticipation of the sale of the Coventry Subsidiaries. The Company incurred expenditure of $330,757 on exploration activities on the Cameron Gold and Rainy River Projects for the twelve months ended June 30, 2014 compared to payments of $3,730,059 for the year ended June 30, 2013.

The investing out flows in FY2013 were partially offset by the receipt of $918,275 in cash as a result of the RTO.

Financing Activities

No financing activities occurred during the year ended June 30, 2014 compared to $6,210,930 funds raised in the prior year ended June 30, 2013.

On February 22, 2013, the Company completed a public offering (the “Offering”) by the issue of 18,749,964 units (the “Units”) at a price of C$0.32 per Unit (A$0.305 per Unit) for gross proceeds of $6,000,000. In Canada, each Unit consisted of 0.3 of one common share of the Company (each whole common share a “Common Share”), plus one subscription receipt of the Company (“Subscription Receipt”). In Australia, each Unit consisted of 0.3 of one fully paid CDI, plus one Subscription Receipt of the Company. Each

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Coventry Resources Inc. (formerly Crescent Resources Corp.) Management’s Discussion and Analysis For the twelve months ended June 30, 2014

whole Subscription Receipt was automatically converted, without payment of any additional consideration, into 0.7 of one Common Share of the Company and 0.5 of one common share purchase warrant (each whole common share purchase warrant a “Warrant”) in Canada, or 0.7 of one CDI of the Company and 0.5 of one Warrant in Australia, on the approval of the Company’s shareholders at a meeting held on April 30, 2013 (the “Release Condition”). Each whole Warrant is exercisable into either one Common Share of the Company in Canada, or one CDI of the Company in Australia, for a period of 18 months at an exercise price of C$0.45 per Common Share (A$0.43 per CDI).

Thirty percent of the gross proceeds of the Offering (C$1.8 million, or A$1.7 million) were released to the Company on completion of the Offering.

Seventy percent of the gross proceeds of the Offering (C$4.2 million, or A$4.0 million), being the portion of the gross proceeds of the Units allocated to the Subscription Receipts, had been deposited into escrow, to be released upon satisfaction of the Release Conditions as outlined in the prospectus offering; the Release Conditions included both shareholder and regulatory approval. The Release Conditions were subsequently met and the remaining proceeds were released to the Company.

The Company incurred professional fees totaling $614,622 and broker commissions totaling $514,290 in relation to the Offering.

On January 8, 2013, in conjunction with the RTO, the Company completed a non-brokered private placement financing consisting of 3,037,200 common shares (including 37,300 common shares issued to agents) at a price of $0.25 per unit for gross proceeds of $751,468.

On January 8, 2013, the Company issued 400,000 common shares valued at $100,000 to a financial advisor pursuant to an agreement for financial services provided to Coventry.

On January 15, 2013, the Company issued 1,935,010 common shares valued at $715,954 to Houston Lake Mining Inc. (“Houston Lake”) upon completion of the acquisition of 100% of the West Cedartree Gold Project, located 10km from the Company’s Cameron Gold Deposit. In addition, the Company paid Houston Lake $100,000 on the execution of a binding Letter of Intent in June 2012 and $100,000 in November 2012. It completed the acquisition by paying Houston Lake a further $400,000 and issuing the common shares noted above.

SECURITIES OUTSTANDING

As at June 30, 2014 and the date of this MD&A, Coventry had 91,012,182 common shares issued and outstanding.

As at June 30, 2014, Coventry had 6,908,594 options and 9,374,991 share purchase warrants outstanding.

Subsequent to the period ended June 30, 2014, 308,744 options with an exercise price of $0.05 expired.

At the date of this MD&A, the Company had 6,599,850 options and 9,374,991 share purchase warrants outstanding.

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Coventry Resources Inc. (formerly Crescent Resources Corp.) Management’s Discussion and Analysis For the twelve months ended June 30, 2014

OUTLOOK

It is anticipated that Coventry will continue to rely on the equity markets to meet its financing needs.

Although Coventry has been successful in raising funds to date, there can be no assurance that additional funding will be available in the future. The financial statements do not reflect the adjustments to the carrying values of assets and liabilities that would be necessary if the Company were unable to achieve successful exploration results or obtain adequate financing.

Management and the Board of Directors continuously review and examine proposals and projects for the Company and conduct their due diligence in respect of the same.

OFF-BALANCE SHEET ARRANGEMENTS

At the date of this report, the Company had no off-balance sheet arrangements.

TRANSACTIONS BETWEEN RELATED PARTIES

The Company’s related parties consist of companies with directors and officers in common and companies owned in whole or in part by executive officers and directors as follows for the year ended June 30, 2014:

Name	Nature of transactions
Argento Trust	Consulting as Corporate Secretary, CFO, and Director (up to May 2014)
Bullseye Geoservices Pty Ltd	Consulting as a Director (up to February 2014 as non-executive director and
	subsequent to May 2014 as CEO and director)
Intellex Geoscience	Consulting as a Geologist and Director (up to July 2013)
MJJ & Associates Consulting Ltd.	Consulting as a Financial Controller (up to January 2014)
Vickery Corporate	Consulting as Corporate Secretary, CFO, and Director (subsequent to May
	2014)
Spectrum Metallurgical	Consulting as Interim CEO and Director (up to May 2014)
Consultants Pty Ltd

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Coventry Resources Inc. (formerly Crescent Resources Corp.) Management’s Discussion and Analysis For the twelve months ended June 30, 2014

The Company’s related parties consist of companies with directors and officers in common and companies owned in whole or in part by executive officers and directors as follows for year ended June 30, 2013:

Name	Nature of transactions
524124 BC Ltd.	Consulting as Vice President of Investors relations and holder of
	notes payable
Argento Trust	Consulting as Corporate Secretary, CFO, and Director
Bullseye Geoservices Pty Ltd	Consulting as a Non-Executive Director
Golden Oak Corporate Services Limited	Consulting as CFO and Corporate Secretary (subsequent to
	January 8, 2013 to April 29, 2013)
Grainger International Consulting Pty Ltd	Consulting as Previous CFO (up to January 8, 2013)
Intellex Geoscience	Consulting as a Geologist
MJJ & Associates Consulting Ltd.	Consulting as a Financial Controller
MQB Ventures Pty Ltd	Rent – shared office and services provided
Spectrum Metallurgical Consultants Pty Ltd	Consulting as a Project Manager, Interim CEO, and Director
Sunridge Gold Corp	Rent – shared office

The Company incurred the following remuneration and fees in the normal course of operations in connection with individuals and companies owned by key management and directors.

			June 30,		June 30,
			2014		2013
Consulting and director fees	$		406,441	$	888,005
Interest expense on notes payable			-		3,372
Wages and benefits			108,136		541,654
Termination payment			-		52,500
Rent – shared office			-		78,831
Share-based compensation			97,935		186,428
Total		$	612,512	$	1,750,790

As at June 30, 2014, a balance outstanding recorded in accounts payable due to related parties is $21,800 (June 30, 2013 - $72,917). The amount is due on demand and bears no interest.

In November 2012, the Company entered into a loan agreement with Don Halliday, a director of the Company, to make available to the Company a non-revolving credit facility with an aggregate principal amount of $400,000. The credit facility was fully drawn on December 21, 2012. The loan was repayable the later of (i) May 22, 2013; and (ii) the date the Company completes a private placement or prospectus offering raising sufficient funds to, in the opinion of the Company and Mr. Halliday each acting reasonably, allow repayment of the principal amount of $400,000 without compromising the financial condition of the Company.

As consideration in respect thereof, the Company agreed to pay Mr. Halliday any amount outstanding after February 22, 2013 at an annual interest rate of 2% above the prime rate. In April 2013, the amount outstanding of $400,000 plus accrued interest of $3,372 was repaid to Mr. Halliday.

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Coventry Resources Inc. (formerly Crescent Resources Corp.) Management’s Discussion and Analysis For the twelve months ended June 30, 2014

In January 2013, certain directors and officers of the Company had outstanding payments owing to them by the Company for consulting fees and services provided. The directors agreed to defer these payments and the outstanding balances were re-classified as director loans on an interest-free basis. The loans were repayable on the date the Company completed a private placement or prospectus offering raising sufficient funds to, in the opinion of the Company and the directors involved each acting reasonably, allow repayment of the outstanding balance without compromising the financial condition of the Company. In May 2013, the amount outstanding of $175,924 was repaid to the directors.

FOURTH QUARTER

The Company incurred a loss from continuing operations for the three months ended June 30, 2014 and 2013 of $173,570 and $4,432,855 respectively. The significant loss recorded for the quarter ended June 30, 2013, was mainly a result of an impairment charge of $3,897,618 to the Company’s exploration and evaluation assets. After removing the impairment charge from profit and loss in the prior year, the loss from continuing operations was $535,237.

Public company costs relate to the various regulatory and transfer agency costs associated with publicly traded companies. Total costs of $7,871 were incurred during the three months ended June 30, 2014 compared to costs of $28,946 for the three months ended June 30, 2013. The decrease in costs is a result of a reduction in the level of business activity in the last quarter of FY2014, following completion of the Transaction in February 2014.

Consulting and director fees are costs associated with the management and director fees of the Company. Total fees of $66,539 and $152,076 were incurred for the three months ended June 30, 2014 and June 30, 2013 respectively. The reduction in management costs in the current year is due to a reduction in fees paid to key management, along with a reduced number of directors on the Company’s board.

Share-based compensation costs of $15,788 and $nil were recognized during the three months ended June 30, 2014 and 2013 respectively. The costs recognized during the last quarter of FY2014 represent the expense arising from the modification of the exercise price to $0.05 for all outstanding stock options granted to management and employees.

There was no significant change in legal fees between the comparative periods.

Staff costs of $23,245 were incurred by the Company for three months ended June 30, 2014. These costs are significantly lower compared to the $269,529 incurred during the corresponding period ended June 30, 2013. The reduction in staff and the management restructure in FY2014, have dramatically reduced these costs for the Company.

Serviced office and outgoing costs relate to office rent and the various operating costs associated with maintaining an office. For the quarter ended June 30, 2014 and 2013, the Company incurred expenses of $nil and $28,079 respectively. The reduction in costs for the fourth quarter of FY2014 current year can be attributed to termination of the lease and closure of the Canadian office in January 2014.

Travel expenses of $nil were incurred by the Company for three months ended June 30, 2014. These costs are significantly lower compared to the $23,837 incurred during the corresponding quarter ended June 30, 2013. Expenses were lower due to the absence of management relocation costs and investor relation expenditures.

The Company incurred a foreign exchange loss/ (gain) of $12,430 and $(43,920) during the three months ended June 30, 2014 and 2013 respectively. The foreign exchange loss during the current quarter and gain in the corresponding quarter in FY2013, is a result of the weakening and strengthening of the Australian

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Coventry Resources Inc. (formerly Crescent Resources Corp.) Management’s Discussion and Analysis For the twelve months ended June 30, 2014

dollar (relative to the Canadian dollar), respectively; as the Company holds a significant amount of cash denominated in Australian dollars.

The Company had a gain on warrant liability of $199 and $46,121 for the three months ended June 30, 2014 and 2013, respectively. The fair value of the warrant liability decreased significantly in the fourth quarter of FY2014 due to the decrease in the Company’s share price and the shorter expected life of the warrants.

Other quarterly expenses relate to various administration costs incurred by the Company. For the three months ended June 30, 2014 and 2013, the Company incurred costs of $41,092 and $117,303 respectively. The decrease in costs in the fourth quarter of FY2014 can be attributed to lower accounting, computer related expenses, telephone, audit fees and other general administration related costs associated with the Company’s reduced cost structure post Transaction.

CRITICAL ACCOUNTING ESTIMATES

As at June 30, 2014, the Company was a venture issuer. Coventry prepares its financial statements in accordance with International Financial Reporting Standard (“IFRS”) and requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant areas requiring the use of management estimates relate to the useful lives of capital assets, reserves used in calculating depletion, accretion and ceiling tests, the assumptions used in determining the fair value of asset retirement costs and the assumptions used in determining the fair value of non-cash stock-based compensation. Due to the inherent uncertainty involved with making such estimates, actual results reported in future years could differ from these estimates.

Future Canadian Accounting Standards

New standards, interpretations and amendments

The Company adopted the following new and amended standards in the current reporting period:

• Amendments to IAS 27 and IAS 28 Separate Financial Statements and Investments in Associates and Joint Ventures

• Addresses accounting for subsidiaries, jointly controlled entities and associates in nonconsolidated financial statements. IAS 28 has been amended to include joint ventures in its scope and to address the changes in IFRS 10 – 13.

• Amendments to IFRS 7 – Financial Instruments: Disclosures Amended to provide more extensive quantitative disclosures for financial instruments that are offset in the statement of financial position or that are subject to enforceable master netting or similar arrangements.

• New standard IFRS 10 Consolidated Financial Statements Provides a new single consolidation model that identifies control as the basis for consolidation for all types of entities, and replaces IAS 27 Consolidated and Separate Financial Statements and SIC-12 Consolidation – Special Purpose Entities .

• New standard IFRS 11 Joint Arrangements Improves the accounting for joint arrangements by introducing a principle-based approach that requires a party to a joint arrangement to recognize its rights and obligations arising from the arrangement. Such a principle-based approach will provide users with greater clarity about an entity’s involvement in its joint arrangements by increasing the verifiability,

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Coventry Resources Inc. (formerly Crescent Resources Corp.) Management’s Discussion and Analysis For the twelve months ended June 30, 2014

comparability and understandability of the reporting of these arrangements. IFRS 11 supersedes IAS 31 Interests in Joint Ventures and SIC-13 Jointly Controlled Entities-NonMonetary Contributions by Venturers .

• New standard IFRS 12 Disclosure of Interests in Other Entities Combines, enhances and replaces the disclosure requirements for subsidiaries, joint arrangements, associates and unconsolidated structured entities.

• New standard IFRS 13 Fair Value Measurement

Defines fair value and sets out a framework for measuring fair value and disclosures about fair value measurements. It applies when other IFRS require or permit fair value measurements. It does not introduce any new requirements to measure an asset or a liability at fair value, change what is measured at fair value in IFRS or address how to present changes in fair value.

• New standard IFRIC 20 – Stripping Costs in the Production Phase of a Surface Mine (“IFRIC 20”)

• On October 19, 2011, the IFRS Interpretation Committee published IFRIC 20 that applies to all types of natural resources that are extracted using the surface mining activity process. IFRIC 20 clarifies the requirements for accounting for stripping costs in the production phase of a surface mine. It provides guidance on when production stripping should lead to the recognition of an asset and how that asset should be measured, both initially and in subsequent periods.

There was no significant impact to the consolidated financial statements as a result of the adoption of the standards.

.

New standards, interpretations and amendments not yet effective

A number of new standards, amendments to standards and interpretations are not yet effective as of June 30, 2014, and have not been applied in preparing these consolidated financial statements.

• Amendments to IAS 16 – Property, Plant and Equipment In May 2014, the IASB has clarified that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset. The IASB also clarified that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset. This presumption, however, can be rebutted in certain limited circumstances. The amendments to IAS 16 are effective for annual periods beginning on or after January 1, 2016.

• Amendments to IAS 32 – Financial Instruments: Presentation In December 2011, IAS 32 Financial Instruments: Presentation has been amended to clarify the requirements for offsetting financial assets and liabilities. The amendments clarify that the right to offset must be available on the current date and cannot be contingent on a future event. The amendments to IAS 32 are effective for annual periods beginning on or after January 1, 2014.

• Amendments to IAS 36 – Impairment of Assets: Recoverable Amount Disclosures for NonFinancial Assets

• In May 2013, the IASB clarified that the scope of the disclosures is limited to the recoverable amount of impaired assets that is based on fair value less costs of disposal. The amendments to IAS 36 are to be applied retrospectively and are effective for annual periods beginning on or after January 1, 2014.

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Coventry Resources Inc. (formerly Crescent Resources Corp.) Management’s Discussion and Analysis For the twelve months ended June 30, 2014

• IFRIC 21 – Levies

IFRIC 21 provides guidance on the accounting for a liability to pay a levy, if that liability is within the scope of IAS 37, Provisions, Contingent Liabilities and Contingent Assets. Levies are imposed by governments in accordance with legislation and do not include income taxes or fines or other penalties imposed for breaches of legislation.

A liability to pay a levy is recognized at the date of the obligating event, which may be at a point in time or over a period of time. IFRIC 21 defines an obligating event as the activity that triggers the payment of the levy, as identified by legislation. The fact than an entity is economically compelled to continue to operate in the future, or prepares its financial statements on a going concern basis, does not create an obligation to pay a levy that will arise in a future period as a result of continuing to operate. The amendments to IFRIC 17 are effective for annual periods beginning on or after January 1, 2014.

• IFRS 9 Financial Instruments

In July 2014, the IASB completed IFRS 9 Financial Instruments as the first step in its project to replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 retains but simplifies the mixed measurement model and establishes two primary measurement categories for financial assets: amortized cost and fair value. The basis of classification depends on an entity’s business model and the contractual cash flow of the financial asset. Classification is made at the time the financial asset is initially recognized, namely when the entity becomes a party to the contractual provisions of the instrument. IFRS 9 is effective for annual periods beginning on or after January 1, 2018.

• Amendments to IFRS 11 – Joint Arrangements

• In May 2014, IFRS 11: Joint Arrangements has been amended to clarify how to account for the acquisition of an interest in a joint operation that constitutes a business. The amendments specify the appropriate accounting treatment for such acquisitions. The amendments to IFRS 11 are effective for annual periods beginning on or after January 1, 2016.

• Amendments to IFRS 15 – Revenue from Contracts with Customers

• In May 2014, IFRS 15: Revenue from Contracts with Customers was issued to specify how and when to recognise revenue and requiring such entities to provide users of financial statements with more informative, relevant disclosures. The standard provides a single, principles based five-step model to be applied to all contracts with customers. The amendments to IFRS 11 are effective for annual periods beginning on or after January 1, 2017.

The Company has not early adopted these revised standards and is currently assessing the impact that these standards could have on future financial statements.

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Coventry Resources Inc. (formerly Crescent Resources Corp.) Management’s Discussion and Analysis For the twelve months ended June 30, 2014

Financial Instruments and Related Risks

Financial instruments are classified into one of the following categories: FVTPL; held-to-maturity investments; loans and receivables; available-for-sale; or other liabilities. The carrying values of the Company’s financial instruments are classified into the following categories:

Financial Instrument	Category	Hierarchy		June 30, 2014		June 30, 2013
Cash and cash	FVTPL	Level 1	$	762,363	$	2,813,428
equivalents
Other receivables	Loans and	Level 2		20,751		73,891
	receivables
Trade and other	Other liabilities	Level 2		(83,669)		(656,900)
payables
Warrant Liability	FVTPL	Level 2		-		(7,306)

The Company’s financial instruments recorded at fair value require disclosure about how the fair value was determined based on significant levels of inputs described in the following hierarchy:

• Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and value to provide pricing information on an ongoing basis.

• Level 2 - Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the market place.

• Level 3 - Valuations in this level are those with inputs for the asset or liability that are not based on observable market data.

The recorded amounts for cash and cash equivalents, other receivables and trade and other payables, approximate their fair value due to their short-term nature.

Risk Management

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized as follows:

Credit risk

Credit risk is the risk of potential loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets, including cash, receivables and balances receivable from the government. The Company limits the exposure to credit risk in its cash by only investing its cash with high-credit quality financial institutions in business and savings accounts and guaranteed investment certificates and in government treasury bills which are available on demand by the Company for its programs.

Liquidity risk

Liquidity risk is the risk that the Company will not have the resources to meet its obligations as they fall due. The Company manages this risk by closely monitoring cash forecasts and managing resources to ensure that it will have sufficient liquidity to meet its obligations. All of the Company’s financial liabilities are

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Coventry Resources Inc. (formerly Crescent Resources Corp.) Management’s Discussion and Analysis For the twelve months ended June 30, 2014

classified as current and are anticipated to mature within the next 60 days.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and commodity and equity prices. These fluctuations may be significant.

• (a) Interest rate risk: The Company is exposed to interest rate risk to the extent that its cash balances bear variable rates of interest. The interest rate risks on cash and cash equivalents and on the Company’s obligations are not considered significant.

Based on the interest rate exposures and assuming that all other variables remain constant, a 1% increase or decrease in the interest rate would result in a decrease or increase in the reported net loss of approximately $6,857 in the year.

• (b) Foreign currency risk: The Company has identified its functional currency as the Canadian dollar. Transactions are transacted in Canadian dollars, Australian dollars and US dollars. The Company maintains Australian dollar bank accounts in Australia to support the cash needs of its foreign operations. Management believes the foreign exchange risk related to currency conversions are minimal and therefore, does not hedge its foreign exchange risk.

Based on the net foreign currency exposures and assuming that all other variables remain constant, a 1% increase or decrease in the Canadian dollar against both the Australian dollar would result in a decrease or increase in the reported a net loss of approximately $6,692 in the year.

• (c) Commodity price risk: While the value of the Company’s mineral resource properties are related to the price of gold and the outlook for this mineral, the Company currently does not have any operating mines and hence does not have any hedging or other commodity based risks in respect to its operational activities. Historically, the price of gold has fluctuated significantly and is affected by numerous factors outside of the Company’s control, including but not limited to industrial and retail demand, central bank lending, forward sales by producers and speculators, levels of worldwide production, short-term changes in supply and demand because of speculative hedging activities, and certain other factors related specifically to gold.

RISKS

In addition to the risks noted above in the “Financial Instruments and Related Risks” section, should be given special consideration when evaluating trends, risks and uncertainties relating to the Company’s business.

The Company is subject to risks and challenges similar to other companies in a comparable stage of development. Mineral exploration is subject to a high degree of risk, which a combination of experience, knowledge, and careful evaluation may fail to overcome. Exploration activities seldom result in the discovery of a commercially viable mineral resource. Exploration activities require significant cash expenditures. The Company will therefore require additional financing to carry on its business and such financing may not be available when it is needed.

Information concerning risks specific to the Company and its industry, which are required to be included in this MD&A are set forth in Appendix “F” of the Company’s Information Circular dated December 17, 2013 under the heading “Risk Factors” which is available electronically at www.sedar.com.au. The risk factors included under that heading are specifically incorporated by reference into this MD&A.

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Coventry Resources Inc. (formerly Crescent Resources Corp.) Management’s Discussion and Analysis For the twelve months ended June 30, 2014

ADDITIONAL DISCLOSURE REQUIREMENTS

The Company’s management is responsible for establishing and maintaining disclosure controls and procedures for the Company. The disclosure controls and procedures have been designed, under the supervision of the Board of Directors and its Officers, so as to provide reasonable assurance that material information relating to the Company is made known to the Board of Directors and its Officers by others within the Company. The Officers of the Company have evaluated the effectiveness of these disclosure controls and procedures for the year ending June 30, 2014 and have concluded that they are being maintained as designed.

The Officers have also concluded that there has been no change in the Company’s internal control over financial reporting during the most recent interim period that has materially affected, or is reasonably likely to affect, the internal control over financial reporting.

FORWARD-LOOKING STATEMENTS

This MD&A contains forward-looking statements that are based on the Company’s current expectations and estimates. Forward-looking statements are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “suggest”, “indicate” and other similar words or statements that certain events or conditions “may” or “will” occur. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such factors include, among others: the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans to continue to be refined; possible variations in ore grade or recovery rates; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing; and fluctuations in metal prices. There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.

This MD&A may contain information about adjacent properties on which we have no right to explore or mine. We advise U.S. investors that the SEC's mining guidelines strictly prohibit information of this type in documents filed with the SEC. U.S. investors are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on our properties.

ADDITIONAL SOURCE OF INFORMATION

Additional information relating to Coventry Resources Inc. can be found on the SEDAR website at www.sedar.com or the Company’s website at www.coventryres.com.

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