ProAm Explorations Corporation — Interim / Quarterly Report 2020

Aug 17, 2020

PROAM EXPLORATIONS CORPORATION

Management Discussion and Analysis

the six months ended June 30, 2020

This management discussion and analysis ("MD&A") of financial position and results of operations is prepared as at August 13, 2020 and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2019 of ProAm Explorations Corporation ("ProAm" or the "Company") with the related notes thereto.

Management is responsible for the preparation and integrity of the financial statements, including the maintenance of appropriate information systems, procedures and internal controls. Management is also responsible for ensuring that information disclosed externally, including the financial statements and MD&A, is complete and reliable.

Those consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") applicable to the preparation if interim financial statements. All dollar amounts are expressed in Canadian dollars except where noted.

This discussion contains forward-looking statements that involve risks and uncertainties. Such information, although considered to be reasonable by the Company’s management at the time of preparation, may prove to be inaccurate and actual results may differ materially from those anticipated in the statements made. Additional information on the Company is available for viewing on SEDAR at www.sedar.com.

Description of Business

ProAm Explorations Corporation is a junior mineral and oil and natural gas exploration and development company. The Company operates in Canada and the United States. Mineral exploration is currently focused in the USA Canada while little oil and natural gas activity has been pursued.

The Company, as a junior Exploration Company, has been putting its emphasis on mineral properties as economic conditions in natural gas markets appear to be awaiting further developments in the LNG markets and the eradication of the virus.

The company began a drill program on the Jet Property in Nevada at the beginning of August upon the completion, in July, of a private placement financing in the amount of $236,950. The Company also completed a debt settlement in the amount of $54,200.

The Company issued options on 775,000 shares exercisable at $0.07 per share to directors and a consultant.

Mineral Properties

Samuel Lake Project

Samuel Lake Property: Pursuant to certain agreements, the Company owns an undivided 100% interest, subject to a 2.5% NSR, in certain claims comprising the Samuel Lake Property.

Nevada, USA Jet Property

In 2018 the Company entered into an option agreement to acquire an undivided 100% interest subject to 2.5% NSR, in certain claims comprising the Jet Property, located in Elko County, Nevada.

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Jet property – Nevada – Historical exploration activity results

Significant exploration activity has occurred over the last three years including surface sampling and gravity modeling – gravity modelling was employed as the rock is not conductive. Very significant gravity highs are present along with anomalous dykes.

The Company is currently preparing an exploration program to further the development of this property.

Samuel Lake History and future expectation of activity

This property is located near Atikokan, Ontario and this area has excellent services.

Property location

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Samuel Lake is prospect upon which some 30 exploratory holes have drilled by a combination of the Company and Teck. The mineralization is primarily nickel, copper, cobalt and PGMs (See table below). Whilst Samuel Lake has seen positive exploration its sister lakes, Whelan, Harnett and Surprise, in the immediate vicinity have only been subject to surface sampling and analysis as well as an airborne survey (see geography map below). There are many commonalities in the airborne signatures – that is they infer common response signatures. In September 2018 a program was initiated to collect additional surface samples, where available, from Whelan, Harnett and Surprise Lake to reaffirm the commonality of the rock types and chemistry. All 4 lakes, based upon these samples, are similar in their origin. With copper (2.50+lb), Nickel (7.00+lb), Cobalt (25K -30K MT) and PGM hanging in there this property deserves additional attention in the coming months.

The company has updated the geochemistry and geophysical data which was initially collected in 1998, at the time of the original discovery.

In August of 1998 prospectors discovered and sampled the area. One sample assayed 10.3 g/t platinum + palladium + gold, while eight other averaged 4.3 g/t platinum + palladium + gold, with significant values in copper and nickel.

Work conducted at Samuel Lake consisted of grid controlled geological mapping, geochemical sampling, trenching, magnetometer, and Horizontal Loop Electro-Magnetic (HLEM) geophysical surveys over the claim area. The ground geophysics identified a 300m long HLEM conductor and associated magnetic anomalies under Samuels Lake.

Diamond drilling targeted HLEM conductor under the lake was carried out March to October of 1999 for an aggregate total of 2,747.6 meters of NQ core in twelve drill holes. Drill holes SM 99-5, 6, 7, 8, 10 and 11 were subsequently used to carry out down-hole Crone Pulse EM Surveys which identified three significant off hole conductors.

In 2000 Fugro geophysics conducted an airborne EM survey over Samuel Lake and the 3 adjacent lakes. The adjacent lakes display aeromagnetic signatures like that of Samuel Lake. Each of these adjacent lakes have multiple conductive features which have never been drilled. Their lithology, when their chemistry is investigated, are common to Samuel Lake.

Geophysical surveys of the Samuel Lake property have been conducted by Mtec Geophysics in 1999, Fugro Airborne Surveys in 2000, Empluse Geophysics in 2005, and Teck Corporation in 2007. The Fugro AEM survey of 2000 included Whalen, Harnett, and Surprise Lake anomalies as well as Samuel lake.

Figure 6: Aeromagnetic map

NB: Note the size of all the regional aeromagnetic depictions in comparison to Samuel Lake in assessing the project at hand.

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Figure 5: Fractionation trend and overlapping fields indicate a comagmatic relationship

Samuel Lake representative drill core samples

HOLE #	From (m)	To (m)	Interval (m)	% Cu	% Ni	% Co
SM-99-3	71.71	141.05	69.34	0.22	0.15	0.07
Incl.	177.06	222.60	45.74	0.82	0.64	0.80
Incl.	208.00	213.33	5.33	1.74	1.13	0.80
SM-99-5	130.10	235.22	105.12	0.25	0.17	0.02
SM-99-6	73.60	229.38	155.78	0.28	0.20	0.02
SL-08-13	145.00	270.00	125.00	0.25	0.17	0.02
Incl.	231.60	261.90	30.30	0.48	0.30	0.04
Incl.	234.70	249.00	14.30	0.85	0.39	0.08
SL-08-14	109.90	273.50	163.60	0.20	0.14	0.02
Incl.	167.00	200.50	33.50	0.30	0.21	0.03
SL-08-15	102.00	291.00	189.00	0.14	0.08	0.01
Incl.	107.40	122.60	15.20	0.52	0.23	0.03
Incl.	107.40	110.50	3.10	1.30	0.57	0.07
Incl.	230.40	239.00	8.60	0.32	0.20	0.03
SL-08-16	237.60	240.40	2.80	0.25	0.20	0.03
SL-08-17	258.80	284.90	26.10	0.06	0.05	0.01
SL-08-18	NSV
SL-08-19	285.00	317.00	32.00	0.04	0.05	0.01

Table 1: (from NI 43-101 in 2011) Summary of significant intersections

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Oil and Natural gas

With pricing as low as $1.25/mcf as result of Covid 19 and its economic consequences this sector struggles to survive.

Elder’s Ridge Natural gas property

OSEC Petroleum Inc., a wholly owned subsidiary, has a 100% working interest in 42 wells and a 50% working interest an additional well in this Appalachian natural gas field in Indiana County, Pennsylvania. These wells have been shut-in since late 2014 due to pipeline issues. Discussions are ongoing with a different pipeline to allow the natural gas from this property to bemarketed. Further Shell Oil expects to complete a “cracker” facility in near future which will change the demand for natural gas in the immediate area. The economics of gas at recent prices have not been sufficient to induce pipelines to expand gathering systems in this immediate area. The Company remains confident that the natural gas that remains in the ground is and will be a valuable asset.

Oil and Natural Gas Production and Exploration

Indiana County, Pennsylvania

OSEC Petroleum Inc., a wholly owned subsidiary, has a 100% working interest – 75% net revenue interest in 41 non-producing oil wells in Indiana County, Pennsylvania. These wells have been shut-in since late 2014 due to pipeline issues. Discussions are ongoing with a different pipeline to allow the natural gas from this property to bemarketed.

Arkansas

The Company has a 10.1% working interest a well in Logan County Arkansas.

Oklahoma

The Company has a 10.2% working interest a well.

Ohio

The Company has two producing natural gas wells in Ohio.

Okotoks, Alberta, Canada

Two wells, which are currently on production, are referred to as Okotoks 5-15-22-28W4 and Okotoks 6-15-22-28W4. The spacing units allow for two additional wells which await a better market environment.

There is significant price leverage associated with holding if as and when the pricing of natural gas improves

Results of Operations

During the period ended June 30, 2019 the Company reported a net loss of $83,306 compared to a net loss of $185,016 for theperiod ended December 31, 2019. This net loss as at December 31, 2019 and June 30 were impacted by an impairment charges given pricing conditions in that market place and costs related to financing expenses.

Production revenue of $10,227 was recorded during the period ended June 30, 2020 compared to $18,002 recorded in the period ended June 30, 2019.

General and administrative expenses of $32,106 (2019 - $14,401) were recorded for period ending June 30, 2020.

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Selected Annual Financial Information

Total Revenues 66,949 31,709 35,022 26,408 29,828

Depletion & Amortization 27,843 13,198 6,440 4,502 4,732

Operations 71,665 33,918 25,150 23,583 23,135

General & Admin Expense 51,407 28,588 41,552 42,099 56,209

Income (loss) before extraordinary items and income taxes (111,750) (13,095) 47,751 43,776 54,248

Extraordinary impairment charge & other

71,567 130,768

Net Income (loss) after tax (111,750) (13,095) (47,751) (115,343) 185,016

Net Income (loss) per share before tax and comprehensive income (.01) .001 (.01) (.01) (0.03)

Total Assets $ 584,297 $ 565,513 $ 528,007 $ 487,342 393,828

Depletion increased significantly as the weaker pricing impact the reserve matrix.

Selected Quarterly Financial Information

Revenue 7,731 4,203 15,786 (1,312) 7,656 10,346 4,961 6,865 6,191 4,036

Operations 5,521 5,628 10,113 3,888 4,393 7,384 4,777 6,581 5,838 3,203

Depletion, amortization and accretion 452 452

3,598

4,732

General and Administrative Expense 1,308 1,308 20,433 19,050 7,528 14,401 17,388 6,892 8,126 23,980

Extraordinary charge

71,567

86,293

38,714

Comprehensive Income (loss) before taxes (21,500) (15,285) (8,608) (57,547) 19,383 -9,090 -24,692 -188,797 -5,184 -79,079

Earnings per share before taxes * (0.001) (0.001) (0.001) (0.01) (0.01) (0.01) (0.03) (0.01) (0.01)

Liquidity and Capital Resources

The Company had a working capital deficiency of $257 and cash on hand of $82,230 at June 30, 2020. This compares to a working capital deficiency of $93,370 and cash on hand of $947 at December 31, 2019. Further, be advised that certain petroleum related

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operators continue to charge fees when wells have been shut-in even if they know that further payments are unlikely. There is in excess of $30,000 in this later category.

Other information relating to the company’s oil and natural gas reserves may be viewed on the Sedar website on which a 51-101 compliant report entitled “Statement of Reserve Data and Other Oil and Gas Information” is posted.

Related Party Transactions

No related party transactions occurred in the comparative periods other than advances for working capital.

These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties, unless otherwise noted.

Risk, Uncertainties and Outlook

The business of mineral deposit exploration and extraction involves a high degree of risk. Few properties that are explored ultimately become producing mines. At present, none of the Company’s properties has a known commercial ore deposit. Other risks facing the Company include competition for mineral and oil and natural properties, environmental and insurance risks, fluctuations in metal prices, fluctuations in exchange rates, share price volatility and uncertainty of additional financing.

Management is aware that material uncertainties exist, related to current economic conditions, which could adversely affect the Company’s ability to continue to finance its activities. Management’s plan may include continuing to pursue additional sources of financing and reducing overhead costs. As a result of the implementation of this plan, the use of existing working capital and revenue from oil and gas interests, management expects that the Company will have sufficient capital to fund operations and keep its resource interests in good standing for the upcoming fiscal year. Further discussion of liquidity risk has been disclosed in the audited financial statements.

The audited financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

Disclaimer

The information provided in this document is not intended to be a comprehensive review of all matters concerning the Company. It should be read in conjunction with all other disclosure documents provided by the Company, which can be accessed at www.sedar.com. No securities commission or regulatory authority has reviewed the accuracy or adequacy of the information presented herein.

Cautionary Statement on Forward-Looking Statements

This MD&A contains forward-looking statements. Forward-looking statements are statements that relate to future events or to our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including:

• the risks of the oil and gas industry, such as operational risks in exploring for, developing and producing oil and natural gas, and market demand;
• the risks and uncertainties involving geology of oil and gas deposits;
• the uncertainty of reserve estimates;
• the uncertainty of estimates and projections relating to exploration, development and

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production costs and expenses;

• potential delays or changes in plans with respect to exploration or development projects or capital expenditures;

• fluctuations in oil and gas prices, foreign currency exchange rates and interest rates;

• health, safety and environmental risks;

• uncertainties as to the availability and cost of financing;

• risks in conducting foreign operations (for example, political and fiscal instability or the possibility of civil unrest);

• general economic conditions;

• the effect of acts of, or actions against, international terrorism;

Outstanding Share Data

ProAm is a Tier 2 issuer and its shares are traded on the TSX Venture Exchange under the symbol PMX.

As at August 13, 2020 the Company has:

a) 11,206,411 common shares outstanding on a consolidated basis;

b) 775,000 stock options outstanding exercisable at $0.07 per share

Additional information is available on SEDAR at www.sedar.com

Contingencies

The Company has no undisclosed contingencies as August 13, 2020

Off Balance Sheet Arrangements

The Company has no off balance sheet arrangements as at August 13, 2020

Subsequent Events

Completion of a private placement financing on July 6, 2020 with the sale 3,385,000 units at $0.07 per unit with each unit consisting of one share and one share purchase warrant exercisable at $0.15 per share for a period of two years from the issuance date.