Quri-Mayu Developments Ltd. — Interim / Quarterly Report 2021

Jun 29, 2021

QURI-MAYU DEVELOPMENTS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE COMPANY’S FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED APRIL 30, 2021

FORM 51-102F1

DATE AND SUBJECT OF REPORT

The following Management Discussion & Analysis (“MD&A”) is intended to assist in the understanding of the trends and significant changes in the financial condition and results of operations of Quri-Mayu Developments Ltd. (hereinafter “Quri-Mayu” or the “Company”) for the six months ended April 30, 2021. The MD&A should be read in conjunction with the unaudited condensed consolidated interim financial statements for the six months ended April 30, 2021. The MD&A has been prepared effective June 29, 2021.

SCOPE OF ANALYSIS

The following is a discussion and analysis of Quri-Mayu Developments Ltd. The Company reports its financial results in Canadian dollars and in accordance with International Financial Reporting Standards (“IFRS”) and related interpretations as issued by the International Standards Board. All published financial results include the assets, liabilities and results of operations for the Company and its subsidiaries.

FORWARD LOOKING STATEMENTS

The information set forth in this MD&A contains statements concerning future results, future performance, intentions, objectives, plans and expectations that are, or may be deemed to be, forward-looking statements. These statements concerning possible or assumed future results of operations of the Company are preceded by, followed by or include the words ‘believes,’ ‘expects,’ ‘anticipates,’ ‘estimates,’ ‘intends,’ ‘plans,’ ‘forecasts,’ or similar expressions. Forward-looking statements are not guarantee of future performance. These forward-looking statements are based on current expectations that involve numerous risks and uncertainties, including, but not limited to, those identified in the Risks Factors section. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate. These factors should be considered carefully, and readers should not place undue reliance on forward-looking statements. The Company may not provide updates or revise any forward-looking statements, except those otherwise required under paragraph 5.8(2) of NI 51-102, whether written or oral that may be made by or on the Company's behalf.

TRENDS

Other than as disclosed in this MD&A, the Company is not aware of any trends, uncertainties, demands, commitments or events which are reasonably likely to have a material effect upon its revenue, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

GENERAL BUSINESS AND DEVELOPMENT

Quri-Mayu is in the business of mining and exploration.

The Company’s office is located at 1000 – 1285 W Pender Street, Vancouver, BC, V6E 4B1, Canada.

The Company is a reporting issuer in the Province of British Columbia. All public filings for the Company are on the SEDAR website www.sedar.com.

BUSINESS CHRONOLOGY

Quri-Mayu Developments Ltd. (the "Company") was incorporated as Quri-Mayu Ventures Ltd. as a wholly-owned subsidiary of reporting issuer EVI Global Group Developments Corp. (“EGGD”) on November 28, 2017 under the laws of British Columbia, Canada. The Company changed its name to Quri-Mayu Developments Ltd. on August 13, 2018. The Company was divested (spun out) with EGGD on October 3, 2018.

On February 15, 2019, the Company acquired a 100% interest in a newly formed private company, 1169783 B.C. Ltd. (“783 B.C.”) through the issuance of 5,065,020 common shares with a fair value of $88,972.

On October 30, 2020, the Company acquired a 100% interest in a private company, 1200164 B.C. Ltd. Dba Avalon West Acquisitions (“Avalon”) through the issuance of 8,100,000 common shares with a fair value of $810,00.

From incorporation to date, no significant operations have begun, and management is continuing to evaluate and consult on available business opportunities.

EXPLORATION AND EVALUATION ASSET

AT PROPERTY

Ronald Fisher and George Nicholson (collectively referred as the “Optionors”) had optioned a 100% interest in the mineral property called AT Mining Project (“AT Property”) situated in the province of British Columbia. Upon the acquisition of Avalon, the Company assumed the option agreement.

Pursuant to the option agreement, the Optionors shall grant full rights and authority to the Company for the AT Property upon the following:

• I. Paying an aggregate maximum of $260,000 to the Optionors as follows:

• $10,000 on execution of the option agreement (Paid on March 19, 2021); and

• 10% of exploration expenditures to be paid within 90 days of the completion of the work program during which such exploration expenditures were incurred up to a maximum aggregated amount of $250,000 in payments. (Paid $13,998 on March 19, 2021).

• II. Issuing an aggregate of 300,000 common shares to the Optionors upon achieving a public listing where AT Property is the ‘’Qualifying Property” as such defined in the TSX Venture Exchange policies.

The Company shall pay an aggregate 2.5% net smelter royalty to the Optionors upon commencement of commercial production and the Company will have the right to purchase 0.5% of the net smelter royalty upon payment of an aggregate of $1,000,000 in shares to the Optionors. The Company shall have the right to purchase an additional 0.5% of the net smelter royalty at any time upon payment of an aggregate of $3,000,000 in shares to the Optionors.

SUMMARY OF FINANCIAL RESULTS FOR RECENTLY COMPLETED QUARTERS

The following table summarizes the financial results of operations for the eight most recent fiscal quarters ended April 30, 2021:

April 30, 2021 (Q2) Jan 31, 2021 (Q1) Oct 31, 2020 (Q4) Jul 31, 2020 (Q3) April 30, 2020 (Q2) Jan 31, 2020 (Q1) Oct 31, 2019 (Q4) Jul 31, 2019 (Q3)	April 30, 2021 (Q2) Jan 31, 2021 (Q1) Oct 31, 2020 (Q4) Jul 31, 2020 (Q3) April 30, 2020 (Q2) Jan 31, 2020 (Q1) Oct 31, 2019 (Q4) Jul 31, 2019 (Q3)
$ $ $ $ $ $ $ $ Expenses 50,529 31,878 34,674 30,355 37,212 49,620 72,544 38,139 Other items - -(741) - - - 187,798 -
Net loss (50,529) (31,878) (33,933) (30,355) (37,212) (49,620) (260,342) (38,139)
Basic and diluted lossper share (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.01) (0.01)
Assets 1,586,094 1,709,489 1,640,045 53,138 59,381 71,769 93,813 229,302
Working capital (deficiency) 45,747 94,984 216,418 (593,012) (562,657) (525,444) (475,824) (357,418)

The Company had not commenced commercial operations as of April 30, 2021, nor to the date of filing of this MD&A. Notwithstanding, the Company and management continue to identify business opportunities for the Company.

RESULTS OF OPERATIONS

For the six months ended April 30, 2021

The Company had no revenue and a net loss of $82,407 for the six months ended April 30, 2021 compared to a net loss of $86,833 for the six months ended April 30, 2020, representing an increase in loss of $4,426.

Major variances as follows:

For the six months ended April 30, 2021, property evaluation costs were $Nil compared to $18,750 for the six months ended April 30, 2020. The property evaluation cost recorded in the six months ended April 30, 2020 was due to the late recognition of prior period expense.

For the six months ended April 30, 2021, professional fees were $10,977 compared to $4,194 for the six months ended April 30, 2020. The increase was due to higher legal fees and higher accrual of audit fees in current period.

For the six months ended April 30, 2021, management fees were $53,232 compared to $39,804 for the six months ended. The increase was a result of reclassification of prior period expenses from management fees to administration fees.

For the three months ended April 30, 2021

The Company had no revenue and a net loss of $50,529 for the three months ended April 30, 2021 compared to a net loss of $37,213 for the three months ended April 30, 2020, representing an increase in loss of $13,316.

Major variances as follows:

For the three months ended April 30, 2021, professional fees were $7,977 compared to $2,025 for the three months ended April 30, 2020. The increase was due to higher legal fees and higher accrual of audit fees in current quarter.

For the three months ended April 30, 2021, management fees were $32,594 compared to $19,140 for the three months ended April 30, 2020. The increase was a result of reclassification of prior quarter expenses from management fees to administration fees.

LIQUIDITY AND CAPITAL RESOURCES

As at April 30, 2021, the Company had a working capital of $45,747.

During the six months ended April 30, 2021, the Company incurred a net loss of $82,407 and, as at April 30, 2021, had a cumulative deficit of $1,022,088.

The continuation of the Company as a going concern is dependent on its ability to raise additional capital or debt financing, including on reasonable terms, in order to meet business objectives towards achieving profitable business operations.

There can be no assurance that consultants, service providers, and advisors will continue to extend unpaid accounts, services, and liabilities to the Company in order to maintain its business and filing requirements as a reporting issuer.

SHARE CAPITAL AND OUTSTANDING SHARE DATA

Common Shares:

The Company have 35,726,120 common shares as of April 30, 2021 and at the date of this report.

The Company has no options or warrants issued or outstanding as of April 30, 2021 and the date of this report.

RELATED PARTY TRANSACTIONS

Related party balances

At April 30, 2021 accounts payable includes $212,438 (October 31, 2020 - $222,438) owing to directors and officers.

At April 30, 2021, loans of $180,422 (October 31, 2020 - $180,422) are owing to a related company (‘Xmin’).

Amounts due to related parties are unsecured, non-interest bearing and have no specified terms of repayment.

Transactions

During the six months ended April 30, 2021 and 2020, the following amounts were incurred with directors and officers of the Company:

During the six months ended April 30, 2021 and 2020, the directors and officers of the Company:	following amounts were incurred with
	April 30, 2021 $ April 30, 2020 $
Propertyevaluation costs	- 18,750

MANAGEMENT OF INDUSTRY AND FINANCIAL RISK

The Company is in the mineral exploration sector and manages related industry risk issues directly.

Management is not aware of and does not anticipate any significant environmental exposure or risk of remediation costs or liabilities as it does not currently have any active mineral exploration operations.

The Company’s has minimal exposure to any financial risks having not commenced commercial operations. The Company’s primary financial risk to liquidity risk due to its reliance on demand loans, vendors and consultants continuing to extend payment terms, and management continuing to accrue expenses for unpaid services. Any one or more of these liquidity risks may have a material financial impact on the Company, should favorable loans, services, and/or terms become no longer available to the Company.

OFF-BALANCE SHEET TRANSACTIONS

The Company has not entered into any significant off-balance sheet arrangements or commitments.

PROPOSED TRANSACTION

INITIAL PUBLIC OFFERING

Subsequent to April 30, 2021, the Company entered into an agreement with PI Financial Corp. (the “Agent”) to act as an exclusive agent with respect to a proposed Initial Public Offering (“Offering”). Pursuant to the agreement between, the Company agreed to file a Prospectus with the Alberta Securities Commission, British Columbia Securities Commission and such other jurisdictions as may be agreed to by the company and the Agent for the issuance of 6,000,000 common shares at a price of $0.10 per share for aggregate gross proceeds of $600,000.

The Company will pay a commission of 6% of the gross proceeds on the closing of the Offering. The Company shall also pay the Agent a corporate finance fee of $25,000 plus GST. A non-refundable deposit of 50% of the corporate finance fee in the amount of $12,500 plus GST payable upon signing of this letter agreement and the balance will be payable at the closing of the Offering.

In addition, the Company shall issue to the Agent on the closing of the Offering, compensation options (the “Compensation Options”) equal in number to 6% of the number of shares sold under the Offering which will entitle the Agent to purchase one common share at $0.10. The Compensation Options may be exercised at any time and from time to time for a period of thirty-six (36) months following the date on which the shares of the Company are listed on the TSX Venture Exchange.

RISK AND UNCERTAINTIES

Core Business

The Company’s business focus is on mining and exploration.

Significant capital investment, geological and mining personnel, management, and consultants will be required for the development of any potential mining and exploration project.

There is no certainty that any expenditures to be made by the Company as described herein will result in successful mining and exploration. There is aggressive competition within the mineral exploration and development sector with larger exploration companies developing related technology internally. As such, significant capital investment is required along with extensive other resources to develop any potential mineral claims and future mining operations, if attainable. There can be no assurance the Company will be successful in obtaining required capital on acceptable terms to reach its business objectives.

Some risks the Company may be exposed to include, but are not limited to the following:

Conflicts of Interest

The Company’s directors and officers also serve as directors and/or officers of other private and public companies involved in other business ventures. Consequently, there exists the possibility for such directors and/or officers to be in a position of conflict. Any decision made by such directors involving the Company will be made in accordance with their duties and obligations to deal fairly and in good faith with the Company and such other companies.

As such, these individuals would refrain from voting on the conflicted matter and would be forced to forego potential business or conduct such business in conflict.

Going Concern Risk

The ability of the Company to continue as a going concern is uncertain and dependent upon its ability to achieve profitable operations, obtain additional capital and receive continued support from its shareholders. Management of the Company will have to raise capital through private placements or debt financing and proposes to continue to do so through future private placements and offerings. The outcome of these matters cannot be predicted at this time.

Operating History and Expected Losses

The Company expects to make significant investments in order to develop its services, increase marketing efforts, improve its operations, conduct research and development and update its equipment. As a result, start-up operating losses are expected, and such losses may be greater than anticipated, which could have a significant effect on the long-term viability of the Company.

Competition

The mining and exploration sector is highly competitive. Other companies in the sector have significantly more geological, engineering, technical, mining expertise, equipment, and financial resources. There can be no assurance the Company will attain a level of such resources in order to compete with.

Reliance on Joint Ventures, Partnerships, or Minority Interests

The nature of the Company’s operations may require it to enter into various agreements with partners, joint venture partners, or minority interests in mineral and exploration projects.

There is no guarantee that those with whom the Company needs to deal will be successful in these joint or participating interests for mining and exploration.

Growth Management

In executing the Company’s business plan for the future, there will be significant pressure on management, operations, technical, and other assets or resources. The Company anticipates that its operating and personnel costs will increase substantially in the future when and if it is able to commence commercial operations. In order to manage its growth, the Company will have to substantially increase consultants, geological personnel, engineers, technical, human resources, and executive and administration staff to run its operations, while at the same time efficiently maintaining a large number of relationships with third parties. The Company will also have to acquire, lease, or rent a substantial amount of mining and extraction equipment. There can be no assurance that the Company will be able to meet these growth objectives.

Uninsured Risks

The Company may carry insurance to protect against certain risks in such amounts as it considers adequate. Risks not insured against include key person insurance as the Company heavily relies on the company’s directors and officers.

Reliance on Key Personnel, Service Provider, and Advisors

The Company relies heavily on its director and officers, along with key service providers, business advisors and consultants. The loss of their services would have a material effect on the business of the Company. There can be no assurance that directors and officers, or consultants engaged by the Company will continue to provide services in the employ of, or in a consulting capacity to, the Company or that they will not set up competing businesses or accept positions with competitors. There is no guarantee that certain employees of, and contractors to, the Company who have access to confidential information will not disclose the confidential information.

COVID-19

Since March 2020, several measures have been implemented in Canada and the rest of the world in response to the increased impact from novel coronavirus (COVID-19). The Company continues to operate its business at this time. While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impacts of COVID-19 on business operations cannot be reasonably estimated at this time. The Company anticipates this could have an adverse impact on its business, results of operations, financial position and cash flows in the future periods.

MANAGEMENT’S RESPONSIBILITY FOR THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

The information provided in this report as referenced from the Company’s condensed consolidated interim financial statements for the referenced reporting period is the sole responsibility of management. In the preparation of the information along with related and accompanying statements and estimates contained herein, management uses careful judgement in assessing the values (or future values) of certain assets or liabilities. It is the opinion of management that such estimates are fair and accurate as presented.

OTHER INFORMATION

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

CORPORATE INFORMATION

Directors: Kevin Smith, CEO Braydon Hobbs, CFO Ronald Woo

Auditor: Adam Sung Kim Ltd.

Legal Counsel: DuMoulin Black, LLP