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Radisson Mining Resources Inc. Interim / Quarterly Report 2023

May 29, 2023

42871_rns_2023-05-29_ce8fe25a-b325-480d-92af-b42c62229e9f.pdf

Interim / Quarterly Report

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INTERIM MANAGEMENT DISCUSSION AND ANALYSIS

FIRST QUARTER OF 2023 (March 31, 2023)

Radisson Mining Resources Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS

This Management’s discussion and analysis (MD&A), prepared in compliance with the provisions of Form 51-102F1, approved by the Board of Directors and dated May 25, 2023, should be read in conjunction with the interim condensed financial statements as at March 31, 2023.

The interim condensed financial statements for the three months ended March 31, 2023 were prepared in accordance with International Financial Reporting Standards (“IFRS”).

The reporting currency is the Canadian dollar (CAD) and all amounts presented in the MD&A are in Canadian dollars.

FORWARD-LOOKING INFORMATION

The MD&A contains forward-looking statements that reflect, at the date of the MD&A, the Corporation’s expectations, estimates and projections about its operations, the mining industry in general, and the economic environment in which it operates. Although reasonable, the statements entail a certain amount of risk and uncertainty and there is no guarantee that they will prove to be accurate. Consequently, actual results could be materially different from those implied or expressed by these forward-looking statements.

PROPERTY PORTFOLIO

Radisson has a portfolio of two properties, covering a total area of 7,481 hectares in the AbitibiTémiscamingue and Nord-du-Québec regions of Quebec, Canada. Canada's political system is stable, and Quebec has a great deal to offer in terms of tax benefits, access to a qualified workforce and suppliers recognized for their expertise in the mining sector. In May 2023, the Fraser Institute ranked Quebec 8th in the world for its attractiveness investment for mining development. Radisson’s primary project, the O’Brien gold project, is located along the world-renowned Larder-Lake-Cadillac Break, which has hosted the majority of gold deposits in the Abitibi Greenstone Belt.

Properties in Quebec

(as at March 31, 2023)

Property Number of Claims Area(hectare) Mineralization Interest
Douay 30 1,606 Gold 100%
O’Brien 120 5,875 Gold 100%
Total 150 7,481

Radisson Mining Resources Inc.

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O’BRIEN PROJECT

In August 2019, following a new structural interpretation of the O’Brien gold project (“O’Brien”), Radisson positioned the 100% owned asset as one of the highest-grade undeveloped projects in Canada. Shortly after, the Corporation launched a 20,000 m drill program with the main objectives of validating the interpretation and expanding mineralization along four steeply dipping high-grade mineralized trends, located 300 m, 600 m, 900 m and 1,200 m to the east of the O’Brien Mine. The company’s drill program was expanded to 60,000 m for a total of 127,600 m completed in June 2022. The drill campaign successfully followed up on multiple high-grade intercepts which validated the interpretation and demonstrated the potential for resource growth.

In parallel, the Corporation completed environmental studies and continued to advance the permitting process required for an underground exploration program. Furthermore, the Corporation acquired the adjacent New Alger property expanding its land holding to approximately 5.2 km along the world-renowned Larder-Lake-Cadillac Break (“LLCB”) and adding 50 square kilometre of prospective land in the Pontiac sediments.

Mineral resource estimate on the O’Brien Project, March 2023

In March 2023, Radisson published a Mineral resource Estimate update (“MRE”) prepared in accordance with the National Instrument 43-101 (“NI 43-101”) by the independent firm SLR Consulting (Canada) Ltd (“SLR”).

The Mineral Resource estimate is based on 1,079 drill holes representing 299,200 m of drilling, and 120,352 assay samples. Mineralized wireframes representing vein structures were prepared in Leapfrog Geo software by Radisson and reviewed and adopted by SLR.

O’Brien gold project - Mineral Resource Estimate, March 2, 2023

Cut-off
Grade
Indicated resources Indicated resources Indicated resources Inferred resources Inferred resources Inferred resources
Tonnage Grade Metal Tonnage Grade Metal
(t) (g/t Au) (oz Au) (t) (g/t Au) (oz Au)
4.5 g/t Au 1,517,000 10.26 501,000 1,616,000 8.64 449,000

1. CIM (2014) definitions were followed for Mineral Resources.

2. Mineral Resources are reported above a cut-off grade of 4.5 g/t Au based on a C$230/t operating cost and 1.25 exchange rate.

3. Mineral Resources are estimated using a gold price of US$1,600/oz Au and a metallurgical recovery of 85%.

4. Bulk density varies by deposit and lithology and ranges from 2.00 t/m³ to 2.82 t/m³.

5. Vein wireframes were modelled at a minimum width of 1.2 m.

6. A 40 g/t Au capping level was applied.

7. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

Radisson Mining Resources Inc.

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Mineral Resource Estimate highlights:

  • Indicated resources increased 58% to 1,517,000 tonnes grading 10.26 g/t Au for 501,000 ounces using a 4.5 g/t gold cut off grade.

  • Inferred resources increased 167% to 1,616,000 tonnes grading 8.64 g/t Au for 449,000 ounces using a 4.5 g/t gold cut off grade.

  • A large portion of the Indicated and Inferred resources added have been defined within the same vertical footprint as the previous resource estimate.

  • 127,600 m of additional drilling since last update in July 2019. (see Figure 1)

  • O’Brien West area was included for the first time (including 8,060 m of historical drilling)

Given current geological understanding and refinement of the geological model, the company estimates there is strong potential for additional high-grade gold trends to be discovered along the 5.2 km prospective land package on the prolific Larder-Lake Cadillac Break. Mineral resources are open for an additional 750 m to the East and underexplored for 2.5 km to the West of the former O’Brien mine.

The continuity of mineralized zones along steeply plunging trends (80° to 85°) provides good predictability for resource growth and exploration potential (see Figure 2). Total Indicated ounces at a 4.5 g/t Au cut-off grade have increased by 58% compared to the previous resource estimate.

Since the majority of the Indicated ounces added have been defined within the same vertical footprint as the previous resource estimate. This demonstrates the Company’s success at converting Inferred resources into the Indicated category.

Furthermore, total Inferred ounces at a 4.5 g/t Au cut-off grade have increased by 167% compared to the previous resource estimate. This increase is mainly explained due to the success of the drilling program in the extension of Trend #1 and #2 (Figure 2). The conversion success obtained at shallower depth suggests the strong conversion potential for the Inferred resources on those two trends. The Company notes that additional drilling below 550 m on those trends could convert additional Inferred resources to Indicated resources.

Significant potential to expand resources as a large part of the longitudinal footprint including the mineralized zones has not been drilled between surface and 1,000 m vertical depth. The recent drilling completed by the Company has validated the geological interpretation while expanding current resources laterally and well below the previous boundary of previously defined resources in five main trends that remain open for expansion laterally and at depth. The Company believes there is significant potential to further expand resources with additional drilling as modeled high-grade trends drilled since 2019 in the current resource area are wide open:

  • Trend #0: Open to the West and below 750 m

  • Trend #1: Open laterally and below 950 m

  • Trend #2: Open laterally and below 900 m

  • Trend #3: Open laterally and below 500 m

  • Trend #4: Open laterally and below 500 m

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O’Brien gold project - March 2023 Resource Estimate Compared to July 2019

Cut-off
Grade
Indicated resources Indicated resources Indicated resources Inferred resources Inferred resources Inferred resources
O'Brien deposit Tonnage Grade Metal Tonnage Grade Metal
Resource date (t) (g/t Au) (oz Au) (t) (g/t Au) (oz Au)
4.5 g/t Au July 20191 1,115,000 8.85 318,000 777,000 6.73 168,000
March 2023 1,517,000 10.26 501,000 1,616,000 8.64 449,000
Increase +402,000 +1.41 +183,000 +839,000 +1.91 +281,000
+36% +16% +58% +108% +28% +167%
3.0 g/t Au July 20191 1,906,000 6.67 409,000 1,500,000 5.29 255,000
March 2023 2,118,000 8.46 576,000 3,668,000 5.79 683,000
Increase +212,000 +1.79 +167,000 +2,168,000 +0.51 +428,000
+11% +27% +41% +144% +10% +168%

Source: Grade sensitivity table published in the NI 43-101 Technical report for the O’Brien project, Abitibi, Québec, 3D Geo-solution, July 15, 2019

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Figure 1. O’Brien gold project, longitudinal section looking North – 2023 Mineral resource estimate at a 4.5 - g/t Au cut off grade

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Figure 2. O’Brien gold project, O’Brien East longitudinal section looking North – 2023 Mineral resource - estimate at a 4.5 g/t Au cut off grade

  • *Technical information in this section was extracted from Radisson’s press release dated March 2, 2023.

OTHER PROPERTIES IN QUEBEC

Although Radisson intends to concentrate its efforts on the O’Brien project, the Corporation previously completed an historical data compilation of the Douay property located in the James Bay territory and conducted an IP geophysical survey to define additional exploration targets on the area of the Vezza mine trend located in the northern portion of the property.

EXPLORATION PROGRAM

In the first quarter of 2023, as outlined in the O’Brien project section, Radisson published a Mineral resource estimate (“MRE”) update for the O’Brien gold project, reaffirming the project’s standing as one of the highestgrade projects owned by an exploration Company in Canada. In parallel, Radisson continued an historical drilling relog program, planned and permitted future round of drilling and established a Till sampling program for the New Alger area of the project. The area represents more than 50 km[2] in proximity to multiple major auriferous structures. A sample collected during the 2022 prospection campaign grading 7.33 g/t Au demonstrated the presence of at least one gold-rich zone in the area. While the O’Brien area remains Radisson’s top priority and focus, the Company believes the New Alger area represents a low-cost opportunity where vast landholding has potential to yield new gold discoveries.

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STOCK MARKET

The Corporation’s shares have been listed on the stock market under the symbol RDS since 1986. Radisson is a “Venture Issuer” on the TSX Venture Exchange (TSX-V).

SELECTED ANNUAL INFORMATION (IFRS)

The following table summarizes selected key financial data from the Corporation’s balance sheet of the last three fiscal years :

Fiscal year ended December 31
2022 2021 2020
$ $ $
Total assets 49,533,553 52,550,799 43,021,612
Revenues 63,505 131,056 53,314
Net income(loss) (1,984,145) 2,012,233 (2,383,734)
Net income(loss) per share (0.007) (0.008) (0.012)

SELECTED QUATERLY INFORMATION (Unaudited)

Operating results for each quarter for the two last years are presented in the table below. The Corporation’s management is of the opinion that the data related to these quarters was prepared in the same manner as those that of the audited financial statements for the fiscal year ended December 31, 2022.

QUARTER 2023
March
2022
December
2022
September
2022
June
2022
March
2021
December
2021
September
2021
June
Statements of
comprehensive loss ($)
Revenues
Comprehensive income
(loss)
Basic and diluted income
(loss) per share
Statements of financial
position ($)
Cash and cash equivalents
34,348
15,233
15,397
15,139
(157,293)
(865,035)
(1,261,092)
(888,013)
(0.00)
(0.00)
0.00
(0.00)
2,487,562
3,083,512
2,681,693
3,640,107
17,736
14,825
17,695
70,219
1,029,995
1,706,536
499,701
813,523
0.00
0.01
0.00
0.00
6,838,285
10,947,294
9,283,391
10,097,932
Total liabilities and equity 49,109,203
49,533,553
48,716,153
49,866,875
51,504,032
52,550,799
45,781,305
43,866,348
Mining Exploration ($)
Exploration and evaluation
expenses
452,120
391,408
716,730
2,758,909
3,448,128
4,365,936
2,913,244
2,395,826

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SUMMARY OF FINANCIAL ACTIVITIES FOR THE THREE-MONTH PERIOD ENDED

MARCH 31, 2023

For the three-month period ended March 31, 2023, the Corporation incurred a net loss of $157,293 or $0.00 per share compared to a net gain of $1,029,995 or $0.00 per share for the same period ended in 2022.

For the three-month period ended March 31, 2023, there was $34,348 in revenue from interest earned compared to $17,436 for the same period in 2022.

For the three-month period ended March 31, 2023, the Corporation incurred salaries and employee benefits expenses of $77,469 compared to expenses of $176,277 for the same period in 2022. The decrease is explained by a decrease in the number of employees.

For the three-month period ended March 31, 2023, the Corporation incurred experts and subcontractors expenses of $25,626 compared to expenses of $12,317 for the same period in 2022. The increase is offset by a larger decrease in salaries and employee benefits expenses.

For the three-month period ended March 31, 2023, the Corporation incurred professional fees of $7,260 compared to expenses of $19,724 for the same period in 2022. The decrease is explained by a difference in billing cycle for the 2022 annual audit fees and is expected to be offset in upcoming quarters.

For the three-month period ended March 31, 2023, the Corporation incurred investor relations and shareholder communication of $46,265 compared with expenses of $31,123 for the same period in 2022. The increase is explained by the participation to additional mining conferences versus the prior year.

For the three-month period ended March 31, 2023, the Corporation reported a decrease of $120,000 in the change in fair value of investments compared to a decrease of $120,000 for the same period in 2022. This change in fair value is unrealized and has no effect on the treasury.

LIQUIDITY AND CAPITAL RESOURCES

For the three-month period ended March 31, 2023, the Corporation incurred exploration and evaluation expenses of $452,120 compared with expenses of $3,448,128 for the same period in 2022. This decrease is explained by a decrease in exploration activities at O’Brien following the completion of the 127,600 m drill program in 2022.

Following investments made as eligible exploration expenditures in 2022, the Corporation accumulated $757,598 tax credits and refundable mining taxes expected to be reimbursed in the second half of 2023.

Administration costs incurred by the Corporation during the three-month period ended March 31, 2023 were of $264,118 compared with expenses of $358,819 for the same period in 2022. Principal differences having effect on treasury have been explained above.

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As at March 31, 2023, the Corporation had cash and cash equivalents in the amount of $2,487,562 compared with $6,838,285 on March 31, 2022. As at March 31, 2023, $ 1,062,475 of these funds were reserved for prospecting and evaluation expenses (2022, $1,348,679).

The Corporation holds 24,000,000 shares of Renforth Resources Inc. as a long-term investment. On March 31, 2023, these shares represented a value of $600,000.

On March 31, 2023, the warrants outstanding if exercised could represent additional funding in the amount of $278,086.

The Corporation’s principal source of financing is equity financing, the success of which depends on venture capital markets, the attractiveness of exploration companies for investors, and metal prices. To continue its exploration activities and be able to support its ongoing operations, the Corporation expects that it will have to continue to maintain and enhance relations with investors and other capital market participants, with the aim of raising additional equity financing or strategic relationships going forward.

INFORMATION ON OUTSTANDING SECURITIES

Capital-Stock

As at March 31, 2023 and as the date of this report Corporation’s share capital consisted of 284,946,858 (2022, 274,791,266) common shares issued and outstanding.

March 31, 2023 Class A shares Amount
$
Issued and paid:
Balance as at December 31, 2022 284,946,858 69,335,871
Balance as at March 31, 2023 284,946,858 69,335,871
March 31, 2022 Class A shares Amount
$
Issued and paid:
Balance as at December 31, 2021 274,291,266 67,979,278
Options exercised(1) 500,000 73,624
Balance as at March 31, 2022 274,791,266 68,052,902

1) Options exercised are presented, net of their fair value.

Radisson Mining Resources Inc.

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Stock Purchase Options

The Corporation has a stock option plan for its directors, officers, employees and consultants. As at March 31, 2023, a maximum of 25,000,000 (2022, 18,000,000) common shares of the Corporation may be issued pursuant to that stock option plan. As at March 31, 2023, options to purchase 15,212,500 (2022, 14,370,926) common shares were issued and outstanding.

Number of
options
Weighted
average
exercise
price
Number of
options
Weighted
average
exercise
price
Balance at December 31, 2022
15,012,500
$ 0.188
14,870,926
$0.22
Balance at December 31, 2021
Granted
200,000
$0.165
(500,000)
$0.147
Exercised
Balance at March 31, 2023
15,212,500
$0.188
14,370,926
$0.22
Balance at March 31, 2022
Exercisable options
14,212,500
$0.189
14,370,926
$0.22
Exercisable options

During the three-month period ended March 31, 2023, no common shares were issued following the exercise of stock options (2022, 500,000).

Warrants

Each warrant entitles the holder to acquire one common share of the Corporation. The exercise prices and the maturing dates of the warrants are variable, depending on the date of their issuance.

During the three-month period ended March 31, 2023, the Corporation did not issue any warrants (2022, 0). At the end of the quarter 794,532 warrants were outstanding on March 31, 2023 (2022, 16,402,940).

Number of
warrants
Weighted
average
exercise
price
Number of
warrants
Weighted
average
exercise
price
Balance at December 31,
2022
794,532
$0.35
16,402,940
$0.50
Balance at December 31, 2021
Balance at March 31, 2023
794,532
$0.35
16,402,940
$0.50
Balance at March 31, 2022

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

Following are the details of royalties and contractual obligations held by Radisson on third parties’ properties:

  • Massicotte: In favour of Radisson, a 2% NSR royalty on the claims that make up the property. The property owner can purchase the first half of the NSR royalty for a cash payment of $1,000,000 and the second half for an additional cash payment of $2,000,000.

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Following are the details of royalties and obligations held by third parties on Radisson’s properties:

O’Brien gold project:

  • O’Brien: 1 million dollars cash payment in the event of commercial production

  • Kewagama: 2% net smelter return (NSR) royalty

  • New Alger:

  • 2% NSR on the mining claims replacing the old mining concession known as CM240-PTA

  • 1% NSR on all mining claims consisting of the New Alger property, including the claims replacing the old mining concession known as CM240-PTA

  • Exclusive right of first refusal for a gold linked financing to the O’Brien project. Related to a private placement completed in 2018, the Corporation granted to a European entity (the “Subscriber”) an exclusive right of first refusal over any gold linked financing that the Corporation, at its discretion, may elect to pursue for underground exploration, bulk sampling or commencement of production at the 100% owned O’Brien project. There is no obligation for the Corporation to finance its project using gold linked financing.

  • A 1.5-million-dollar cash contingent payment related to the New Alger property shall be payable to Renforth Resources Inc on the earliest of: (i) a Change of Control of the Corporation, (ii) the declaration by the Corporation of Commercial Production of the Project, and (iii) a sale of the Project for proceeds of more than $40,000,000.

RELATED PARTY TRANSACTIONS AND COMMERCIAL OBJECTIVES

Related party transactions

During the three-month period ended March 31, 2023, the Corporation did not incur transactions with key management and officers of the Corporation and companies owned by directors.

The remuneration paid or payable to key management and directors was as follows:

Three-month periods ended
March 31, 2023 March 31,2022
$ $
Salaries and employee benefits charges 54,281 131,943
Experts and subcontractors 5,000 -
Stock-based compensation - 38,500
59,281 170,443

The above transactions are measured at the consideration established and agreed by the related parties.

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DISCLOSURE CONTROLS AND PROCEDURES

The President and Chief Executive Officer and the Chief Financial Officer are responsible for establishing and maintaining the Corporation’s disclosure controls and procedures as defined in Multilateral Instrument 52109. These controls and procedures were evaluated as at March 31, 2023, and it was concluded that they were adequate and effective.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

The President and Chief Executive Officer and the Chief Financial Officer are responsible for establishing and maintaining internal controls over the Corporation’s financial reporting as defined in Multilateral Instrument 52-109. For the three-month period ended March 31, 2023, no changes were made to internal controls over financial reporting that would have materially affected, or would be reasonably considered to materially affect, the Corporation’s controls.

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUES

The Corporation provides information on evaluation and exploration assets in Note 5 to the financial statements for the period ended March 31, 2023. The Corporation has no research and development expenditures.

The Corporation has no deferred expenses other than for evaluation and exploration assets.

Regarding information in this MD&A on evaluation and exploration assets, Management has concluded that the absence of depreciation during the three-month period ended March 31, 2023, is adequate.

BASIS OF PRESENTATION AND ADOPTION OF IFRS

These financial statements have been prepared by the Corporation’s management in accordance with International Financial Reporting Standards (“IFRS”).

These financial statements were prepared on a going concern basis, under the historical cost basis, except for the financial assets and financial liabilities revaluated at fair value through net profit or loss. The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires Management to exercise judgment when applying the Corporation’s accounting policies. The significant accounting policies applied in the preparation of these financial statements are summarized further in this MD&A.

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The financial statements do not include draft standards that are still at the exposure draft stage with the International Accounting Standards Board (IASB) and standards published and approved by the IASB, but with an application date beyond March 31, 2023.

SIGNIFICANT ACCOUNTING POLICIES

In accordance with International Financial Reporting Standards (“IFRS”), the Corporation’s management must make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Significant accounting policies and those that require the most judgment and estimates are:

Evaluation and prospecting expenditures

The application of the Corporation’s accounting policy for evaluation and prospecting expenditures requires judgment in determining the degree to which the expenditure can be associated with finding specific mineral resources. The estimation process requires varying degrees of uncertainty and these estimates directly impact the deferral of evaluation and exploration expenditures. The deferral policy requires Management to make certain estimates and assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. If, after expenditures have been capitalized, information becomes available suggesting that the recovery of expenditures is unlikely, the amount capitalized is written-off in the year when the new information becomes available.

Provisions and contingent liabilities

Judgments are made as to whether a past event has led to a liability that should be recognized in the financial statements or disclosed as a contingent liability. Quantifying these liabilities involves judgments and estimates. These judgments are based on a number of factors including the nature of the claims or dispute, the legal procedures and potential amount payable, legal advice received past experience and the probability of a loss being realized. Several of these factors are sources of uncertainty in estimates.

Impairment of evaluation and prospecting assets

The Corporation assesses each cash generating unit annually to determine whether any indication of impairment exists. Management has established its cash generating units as each individual mine site, which is the smallest identifiable group of assets that generate cash flows that are largely independent of cash inflows from other assets or group of assets. When an indicator of impairment exists, since the Corporation does not have sufficient information about its properties to estimate future cash flows, it test its exploration properties for impairment by comparing the fair value to the carrying amount, without first performing a test of recoverability. Techniques to estimate fair value require the use of estimates and assumptions such as forecasted long-term prices of mineral resources, the ability to obtain the necessary financing to complete exploration and exploration potential. Fair value is the amount obtainable from the sale of an asset or cashgenerating unit in an arm's length transaction between knowledgeable, willing parties, less the costs of disposal.

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Impairment of assets

The Corporation assesses each asset group unit periodically to determine whether any indication of impairment exists. When an indicator of impairment exists, an estimate of the recoverable amount is made. These assessments require the use of estimates and assumptions such as long-term commodity prices, future capital requirements, exploration potential and exploration performance. Fair value is determined as the amount that would be obtained from the sale of the asset in transaction between knowledgeable and willing parties in complete freedom. Fair value for mineral assets (mining properties and deferred evaluation and exploration expenses) is generally determined as the undiscounted future cash flows from continuing use of the asset which includes estimates of costs of future expansion and eventual disposal, using assumptions that an independent market participant may take into account. The fair value corresponds to the market price when it is expected that the asset will be sold.

For mineral assets subject to a test of recoverability, management has assessed its cash generating units as being an individual mine site, which is the lowest level for which cash inflows are largely independent of those of other assets and liabilities. An impairment loss is recognized when the carrying amount of non-financial asset is not recoverable and exceeds its fair value.

Critical accounting estimates and judgments.

The preparation of financial statements requires Management to make estimates, assumptions and judgments with respect to future events. These estimates and judgments are constantly challenged. They are based on past experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The actual results are likely to differ from the estimates, assumptions and judgments made by Management, and will rarely be identical to the estimated results. The following paragraphs describe Management’s most critical estimates and assumptions in the recognition and measurement of assets, liabilities and expenses and Management’s most critical judgments in applying accounting policies.

Share-based compensation and payments and fair value of warrants

The estimation of share-based compensation costs and fair value of warrants requires the selection of an appropriate valuation model and consideration as to the inputs necessary for the valuation model chosen. The Corporation has made estimates as to the volatility of its own shares, the expected life of options, the exercise period of these options as well as the expected forfeitures. The valuation model used by the Corporation is the Black & Scholes model.

Deferred tax liabilities and assets

Deferred tax liabilities and assets are measured at tax rates expected in the period during which the asset is realized or the liability is settled, based on tax rates (and tax laws) that are enacted or substantively enacted at the end of the period for submission of financial information. The measurement of liabilities and deferred tax assets reflects the tax consequences that follow from the manner in which the Corporation expects, at the end of the period for submission of financial information, to recover or settle the carrying amount of its assets and liabilities.

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RISKS RELATED TO EXPLORATION

Mineral exploration involves a high degree of risk. Few properties explored are put into production. Unusual or unexpected rock formations, fires, power outages, labour disputes, floods, explosions, cave-ins, landslides, and problems in obtaining qualified workers and appropriate or adequate machinery or equipment are other risks involved in carrying out exploration programs.

The economics of developing resource properties are affected by many factors, including operating costs, variations in the grade of ore mined, fluctuations in metal markets, processing equipment costs and other factors such as Aboriginal land claims, government regulations, especially regulations relating to royalties, allowable production, importing and exporting natural resources, and environmental protection. Depending on the price of the natural resources produced, the Corporation can determine that it is not appropriate to begin or continue commercial production. There is no certainty that amounts spent by the Corporation in exploring its mineral properties will lead to the discovery of commercial quantities of ore. Most exploration projects do not result in the discovery of commercially mineable ore deposits.

ENVIRONMENTAL AND OTHER REGULATIONS

Existing and future environmental legislation, regulations and measures could give rise to additional costs, capital expenditures, restrictions and delays in the Corporation’s activities that are unpredictable in scope. The requirements of environmental regulations and standards are under constant evaluation and can be increased considerably, which could seriously affect the Corporation’s business or its ability to develop its properties economically. Before production can begin on a property, the Corporation must obtain regulatory and environmental approvals; there is no assurance that these approvals will be obtained or can be obtained in a timely manner. The costs of changes in government regulations can also reduce the profitability of operations or completely preclude the economic development of a property.

RISKS RELATED TO FINANCING AND DEVELOPMENT

The development of the Corporation's properties therefore depends on its ability to obtain the necessary additional financing. There is no assurance that it will be successful in obtaining the required financing. Furthermore, putting resource properties into production depends on obtaining the services of experienced personnel or of coming to agreements with other large resource companies that can provide the expertise.

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MARKET FORCES

Factors beyond the Corporation’s control can influence the marketability of the gold or any other mineral discovered. The price of resources has fluctuated considerably, especially over the past few years. The impact of these factors cannot be accurately predicted.

UNINSURED RISKS

The Corporation can be held liable for the results of cave-ins, pollution, or other risks against which it cannot or may elect not to insure because of the high cost of premiums or for other reasons. The payment of these liabilities could reduce or eliminate the funds available for exploration and mining activities.

OTHER MD&A REQUIREMENTS

Additional information about the Corporation is available on SEDAR (www.sedar.com).

Rouyn-Noranda, Quebec, Canada May 25, 2023

(s) Denis Lachance Denis Lachance Interim President & Chief Executive Officer

(s) Hubert Parent-Bouchard Hubert Parent-Bouchard Chief Financial Officer

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