Rift Valley Resources Corp. — Management Reports 2020

May 23, 2020

RIFT VALLEY RESOURCES CORP. Management Discussion and Analysis For the year ended December 31, 2019

DISCLAIMER FOR FORWARD-LOOKING INFORMATION

Certain statements in this report are forward-looking statements, which reflect our management’s expectations regarding our future growth, results of operations, performance and business prospects and opportunities. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations, or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance, or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits we will obtain from them. These forward-looking statements reflect management’s current views and are based on certain assumptions and speak only as of December 31, 2019. These assumptions, which include, management’s current expectations, estimates and assumptions about the global economic environment may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a downturn in general economic conditions, (2) inability to locate and identify potential business acquisitions, (3) potential negative financial impact from regulatory investigations, claims, lawsuits and other legal proceedings and challenges, and (4) other factors beyond our control. There is a significant risk that such forward-looking statements will not prove to be accurate. Investors are cautioned not to place undue reliance on these forward-looking statements. Unless otherwise required by applicable securities laws, the Issuer disclaims any obligation to update any forward-looking statements, whether as a result of new events, circumstances and information, future events or results or otherwise. Additional information about these and other assumptions, risks and uncertainties are set out in the section entitled “Risk Factors” below.

1.1 – Date and Basis of Discussion & Analysis

This management discussion and analysis (“MD&A”) is dated as of May 22, 2020 and should be read in conjunction with the unaudited consolidated financial statements of Rift Valley Resources Corp. for the year ended December 31, 2019 (“Financial Statements”). The Financial Statements are prepared in compliance with International Financial Reporting Standard 34, Interim Financial Reporting (“IAS 34”). Accordingly, certain information and footnote disclosure normally included in annual consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board ("IASB"), have been omitted or condensed. Unless expressly stated otherwise, all financial information is presented in Canadian dollars.

1.2 – Overall Performance

Nature of Business

Rift Valley Resources Corp. (the “Company” or “Rift Valley”) was incorporated under the Laws of the Province of British Columbia on December 14, 2009. On March 20, 2013, Rift Valley amalgamated with Avatar Ocean Technology Inc. (“Avatar”), a reporting issuer and continues under the name Rift Valley. The address of the Company’s corporate office and its principal place of business is 501-525 Seymour Street, Vancouver, British Columbia, Canada. The Company's registered and records office address is 804-750 West Pender Street, Vancouver, British Columbia, Canada. As of December 31, 2019, the Company’s principal business activity was the evaluation of a wireless service business and other business opportunities.

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RIFT VALLEY RESOURCES CORP. Management Discussion and Analysis For the year ended December 31, 2019

1.2 – Overall Performance (continued)

Nature of Business

At December 31, 2019, the Company had not yet achieved profitable operations, had accumulated a deficit of $4,222,976 (2018 – $3,468,487) and had working capital deficit of $198,718 (2018 – $38,694), consisting primarily of advances receivable, which may not be sufficient to sustain operations over the next twelve months, and the Company expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. However, it is expected that these funds are sufficient to complete its business as discussed in “Financing” below. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and to identify, evaluate and negotiate potential business acquisitions or participation agreements.

Metrolink Letter of Intent

On March 22, 2017, the Company entered into a non-binding letter of intent to acquire 100% of the issued and outstanding common shares of Metrolink Solutions Inc. in exchange for common shares of the Company. On September 3, 2018, the Company and Metrolink entered into an amended revised letter of intent (the “LOI”) that replaced all previous letters of intent between the companies. As at December 31, 2019, the Company had advanced $1,054,695 to Metrolink which has been expensed in the Financial Statements. On April 28, 2020, the Company provided Metrolink Solutions Inc. notice of termination the LOI.

RuraLink Broadband Project Initiative

Throughout the first eleven months of 2019, the Company continued its evaluation of the wireless telecommunications service provider sector. On December 12, 2019, the Company, through its wholly owned subsidiary RuraLink Wireless Inc. (“RuraLink”), and ARK Multicasting, Inc. (ARK) have entered into a Letter of Agreement that provides for the companies to collaborate with technical and market trials for a Wireless broadband ISP using a combination of radio frequencies including TV White Space (“TVWS”) technology in the 500 MHz bands, and 3.5 GHz CBRS spectrum, and 5.7 GHz UNII band spectrum. The Company has begun construction of a wireless broadband network located in Crockett Texas, the first of a proposed 130 regional rural networks throughout the US. ARK is a Low Power TV broadcaster with licenses in the US that cover over 44 million persons in the rural markets that the Company is planning to serve. Working in conjunction with Ruralink Broadband, Inc. (“RBI”), the Company’s operating partner serving the USA market, it has designed the network and organized its supply chain partners for infrastructure equipment and user terminals to support the business. RBI has also become a member of the Microsoft Airband Initiative that is supporting ISPs in providing broadband wireless internet access-services to the underserved regions of the U.S.

The parties will conduct a two-phase pilot program in Crockett, Texas to leverage the use of licensed TV broadcast spectrum with unlicensed TVWS radio spectrum to create an efficient and cost-effective solution providing wireless broadband (“last mile”) internet access in rural areas. Upon completion of successful trials, the Company will move to expand its footprint and regions served with its unique approach of the mixing of mature and disruptive technologies to serve these communities, such as those brought by ARK to deliver on the promise of true broadband internet connectivity to rural markets.

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RIFT VALLEY RESOURCES CORP. Management Discussion and Analysis For the year ended December 31, 2019

1.2 – Overall Performance (continued)

RuraLink Broadband Project Initiative (continued)

The next stage of the network installation will expand on the work that RBI has recently completed with the Microsoft Airband Initiative to test all aspects of inter-carrier interference between NextGen TV broadcast signals and those of the of TV White Space radio devices to be provided by the Company. The Company anticipates the completion of its initial market network deployment to begin commercial services in Crockett in the third quarter of 2020. Contending with the Covid 19 schedule disruption impacts has accounted for delays to date.

Financing

During the year ended December 31, 2018, the Company authorized and approved the creation and issuance of 9,074,469 units at a price of $0.075 per share. Each unit is comprised of one common share one half common share purchase warrant. Each full warrant will entitle the holder thereof to purchase one common share at a price of $0.15 per common share. On June 14, 2019, the Company issued 6,185,400 units for total proceeds of $463,905 and on March 11, 2020, the Company issued 3,500,000 units for total proceeds of $175,000 pursuant to this financing.

On February 4, 2020, the Issuer announced that it has arranged a private placement of $1,400,000 at $0.05 per unit. Each unit consists of one common share in the capital stock of the Issuer and a one-half share purchase warrant. Each whole warrant permits the holder to purchase an additional share at $0.15 per share for 2 years.

1.3 – Selected Annual Information – NA

1.4 – Results of Operations

Operations during the year ended December 31, 2019 were primarily related to obtaining the necessary financing, as well as continuing the identification and evaluation of future potential projects as described above. There were no investor relations arrangements entered during the year ended December 31, 2019. There were no legal proceedings, contingent liabilities, and defaults under debt or other contractual obligations, breach of any laws or special resolutions during the year ended December 31, 2019.

During the year ended December 31, 2019, the Company incurred operating expenses of $754,489 (2018 – $1,470,920), consisting of consulting fees of $307,681 (2018 – $294,045), project costs of $173,858 (2018 – $nil), travel and promotion of $109,180 (2018 – $17,669), rent of $47,574 (2018 – $15,803), professional fees of $33,949 (2018 – $20,611), office and miscellaneous of $12,853 (2018 – $16,212), exchange fees of $8,550 (2018 – $7,850), transfer agent of $2,414 (2018 – $4,497), filing fees of $200 (2018 – $2,768), write-off of advances receivable of $58,230 (2018 – $996,465) and stock based compensation of $nil (2018 – $95,000). There were no options granted during the year ended December 31, 2019. Project costs, travel and promotion and rent and occupancy were higher due to more activity in 2019 due to the Metrolink LOI and RuraLink project initiative. The remaining costs were generally consistent with the prior year.

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RIFT VALLEY RESOURCES CORP. Management Discussion and Analysis For the year ended December 31, 2019

1.4 – Results of Operations (continued)

During the three months ended December 31, 2019, the Company incurred operating expenses of $272,703 (2018 – $1,207,849), consisting of consulting fees of $122,812 (2018 – $116,725), project costs of $69,921 (2018 – $nil), travel and promotion of $41,618 (2018 – $14,916), rent of $11,851 (2018 – $11,803), professional fees of $16,489 (2018 – $1,849), office and miscellaneous of $4,948 (2018 – $8,467), exchange fees of $2,450 (2018 – $1,205) transfer agent of $2,414 (2018 – $3,920), filing fees of $200 (2018 – $nil), write-off of advances receivable of $nil (2018 – $994,465) and stock based compensation of $nil (2018 – $52,500). Consulting fees were higher in 2019 due to the accrual of past fees to a director. Travel and promotion was higher in 2019 due to a marketing contract. The write-off of advances receivable occurred in 2019, as described above. The remaining costs were generally consistent with the prior period.

1.5 – Summary of Quarterly Results (Unaudited)

As at	31-Dec-19	30-Sep-19	30-Jun-19	31-Mar-19	31-Dec-18	30-Sep-18	30-Jun-18	31-Mar-18
	$	$	$	$	$	$	$	$
Current Assets	22,762	11,059	23,000	25,058	40,828	13,330	6,426	46,600
Investment	186,595	-	-	-	-	-	-	-
Advances	-	-	-	-	-	867,487	713,317	515,552
Other Assets	21,050	21,000	20,950	20,900	20,850	20,850	20,849	20,650
Total Assets	230,407	32,059	43,950	45,958	61,678	901,667	740,592	582,802
Current
Liabilities	221,480	64,366	155,106	128,200	79,522	25,722	31,680	10,380
Decommission
Liability	21,050	21,000	20,950	20,900	20,850	20,850	20,849	20,650
Shareholders'
Equity	4,210,853	3,852,808	3,790,193	3,635,693	3,429,793	3,115,683	2,853,333	2,633,333
Deficit	(4,222,976)	(3,906,115)	(3,922,299)	(3,738,835)	(3,468,487)	(2,260,638)	(2,165,270)	(2,081,561)
Total Liabilities
and
Shareholders'
Equity	230,407	32,059	43,950	45,958	61,678	901,667	740,592	582,802
Quarters ended	31-Dec-19	30-Sep-19	30-Jun-19	31- Mar-19	31-Dec-18	30-Sep-18	30-Jun-18	31- Mar-18
Revenue	-	-	-	-	-	-	-	-
Operating
Expenses	272,703	94,369	187,909	199,508	1,207,849	95,368	83,709	83,994
Loss and
Comprehensive
Loss for Period	272,703	94,369	187,909	199,508	1,207,849	95,368	83,709	83,994
Basic and
diluted loss per
share	(0.01)	(0.00)*	(0.01)	(0.01)	(0.07)	(0.01)	(0.00)*	(0.00)*
Weighted
average
number of
common
shares
outstanding	29,012,111	27,355,655	27,148,709	26,527,798	20,759,858	19,184,171	18,087,888	17,480,775

• Denotes a loss of less than $0.01 per share.

During the quarter ended December 31, 2019, the Company invested in Ruralink Broadband Inc., a USA corporation, as discussed in 1.2 above, resulting in the Investment recorded in that period.

During the quarter ended December 31, 2018, the Company wrote-off advances receivable from Metrolink Solutions Inc., a Canadian corporation, as discussed in 1.2 above, resulting in the higher loss during that period.

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RIFT VALLEY RESOURCES CORP. Management Discussion and Analysis For the year ended December 31, 2019

1.6 – Liquidity and Capital Resources

The Company is evaluating new business opportunities and therefore has incurred losses and negative cash flows from operations. The Company’s sole source of funding has been the issuance of common shares for cash, through private placement. The Company’s ability to raise cash depends on various capital market conditions. There is no assurance that the Company will be able to obtain any additional financing on terms acceptable to the Company. The quantity of funds to be raised and the terms of any equity financing that may be undertaken will be negotiated by management as opportunities to raise funds arise. Actual funding requirements may vary from those planned due to a number of factors, including evaluation of new business opportunities.

There can be no certainty that the Company’s existing cash balances or that the proceeds from the issuance of its common shares will provide sufficient funds for all of the Company’s cash requirements. Should the need arise, the Company may pursue other financing options or rely on joint venture partners to supply some of funds required to evaluate any acquisitions. There is no assurance that the Company will be successful in obtaining the funds it may require to sustain operations or that the terms of any financing obtained will be acceptable.

The Company's business premises are currently located at 501-525 Seymour Street, Vancouver, British Columbia. As at December 31, 2019, the Company had cash and cash equivalents on hand of $403 (2018 – $30,286).

During the year ended December 31, 2019, cash used in operating activities was $566,118 (2018 – $307,778), cash used in investing activities was $244,825 (2018 – $519,438), cash provided by financing activities was $781,060 (2018 – $835,985). The increase in cash used in operating activities is primarily related to increased operating expenses related to the RuraLink project costs. The cash used in investing activities in 2018 is primarily related to advances to Metrolink Solutions Inc. The cash used in investing activities in 2019 is primarily related to the investment in RuraLink Broadband Inc. The cash provided by financing activities is primarily related to proceeds received from subscriptions for private placements.

Shareholder's deficit as at December 31, 2019 was $12,123 (2018 – $38,694). The Company will need to raise additional capital to maintain operations at the current level. Although the Company has been successful in the past in raising the necessary funding to continue operations, there can be no certainty it will be able to do so in the future.

1.7 – Off Balance Sheet Arrangements

As at December 31, 2019, there were no off-balance sheet arrangements to which the Company was committed.

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RIFT VALLEY RESOURCES CORP. Management Discussion and Analysis For the year ended December 31, 2019

1.8 – Transactions with Related Parties

The Company had the following balances and transactions with executive officers or companies controlled by these officers for the year ended December 31, 2019:

controlled bythese officers for theyear ended December	31, 2019:
	December31,2019	December31,2018
Transactions:
Fees paid to GriffinJones	$ 59,080	$26,250
Fees paid to CraigRobson	$42,000	$42,000
Fees paid toThomasKennedy	$41,475	$Nil
Fees paid toVern Fotheringham	$ 61,671	$Nil
Fees paid toThomasRobertson	$Nil	$48,300
Balances:
AccountsPayable:CraigRobson	$ 35,175	$1,750
AccountsPayable: ThomasKennedy	$41,475	$Nil

2.0 – Proposed Transactions

The Company has no proposed transactions. See the discussion related to RuraLink Broadband Inc. in 1.2 above.

2.1 – Critical Accounting Estimates

The Company has outlined the basis of its critical accounting estimates in Note 3 of the December 31, 2019 Financial Statements.

2.2 – Changes in Accounting Policies – International Financial Reporting Standards (“IFRS”)

Future Changes in Accounting Policies

New accounting standards adopted by the Company:

IFRS 16 Leases - On January 13, 2016, the IASB issued IFRS 16, “Leases”. This standard introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than 12 months unless the underlying asset is of low value. A lessee is required to recognize a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. This standard substantially carries forward the lessor accounting requirements of IAS 17, while requiring enhanced disclosures to be provided by lessors. The new standard is effective for annual periods beginning on or after January 1, 2019. The Company has assessed that there was no material reporting changes as a result of adopting this new standard.

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RIFT VALLEY RESOURCES CORP. Management Discussion and Analysis For the year ended December 31, 2019

2.3 – Financial Instruments and Other Instruments

The Company’s financial instruments include cash and accounts payable. The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.

(i) Currency risk

• The Company’s expenses are denominated in Canadian dollars. The Company’s corporate office is based in Canada and current exposure to exchange rate fluctuations is minimal.

(ii) Interest rate risk

• The Company is exposed to interest rate risk on the variable rate of interest earned on bank deposits. The fair value interest rate risk on bank deposits is insignificant as the deposits are short ‐ term. The Company has not entered into any derivative instruments to manage interest rate fluctuations.

(iii) Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. Financial instruments that potentially subject the Company to concentrations of credit risks consist principally of cash. To minimize the credit risk on cash the Company places the instrument with financial institution.

(iv) Liquidity risk

In the management of liquidity risk, the Company maintains a balance between continuity of funding and exploration activity. Management closely monitors the liquidity position and expects to have adequate sources of funding to finance the Company’s projects and operations.

2.4 – Other MD&A Requirements

Share Capital

The authorized share capital consists of an unlimited number of common shares without par value.

The total number of common shares issued and outstanding as at December 31, 2019 was 32,713,198 and at May 22, 2020 was 36,213,198.

As at December 31, 2019 and May 22, 2020, there were 2,425,000 stock options outstanding with an average exercise price of $0.096 and a weighted average term to expiry of 2.25 years.

As at December 31, 2019, there were 7,012,434 warrants outstanding with an exercise price of $0.15 and a weighted average term to expiry of 1.04 years. As at and May 22, 2020, there were 8,762,434 warrants outstanding with an exercise price of $0.13 and a weighted average term to expiry of 1.02 years.

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RIFT VALLEY RESOURCES CORP. Management Discussion and Analysis For the year ended December 31, 2019

RISK FACTORS AND UNCERTAINTIES

The Company is pursuing the evaluation of a wireless service business and other business opportunities. Due to the nature of the Company’s business and the present stage of its activities, many risk factors will apply. The risks described below are not the only ones facing the Company. Additional risks not presently known to the Company may also impair the business operations.

Going Concern and Financing Risks

The Company has limited financial resources, has no source of operating cash flow and has no assurance that additional funding will be available to it to sustain operations. Although the Company has been successful in the past in obtaining financing through the issuance of common shares, there can be no assurance that it will be able to obtain the necessary financing and raise capital sufficient to cover its operating costs.

Permits and Licenses

The operations of the Company will require radio frequency licenses and permits from various governmental authorities. There can be no assurance that the Company will be able to obtain all necessary licenses and permits that may be required to carry out its projects, on reasonable terms, or at all. Delays, or a failure to obtain such licenses and permits or a failure to comply with the terms of any such licenses and permits that the Company does obtain, could have a material adverse effect on the Company.

Dependence on Others and Key Personnel

The success of the Company’s operations will depend upon numerous factors, many of which are beyond the Company’s control, including the ability to design, construct and operate telecom activities. There can be no assurance of success with any or all of these factors on which the Company’s operations will depend, or that the Company will be successful in finding and retaining the necessary employees, personnel and/or consultants in order to be able to successfully carry out such activities.

General Economic Conditions

The recent events in global financial markets have had a profound impact on the global economy. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates, and tax rates may adversely affect the Company’s growth and profitability. These factors could have a material adverse effect on the Company’s financial condition and results of operations

Share Price Volatility

There can be no assurance that an active trading market in our securities will be established and sustained. The market price for our securities could be subject to wide fluctuations. Factors such as commodity prices, government regulation, interest rates, share price movements of our peer companies and competitors, as well as overall market movements, may have a significant impact on the market price of the securities of our Company. The stock market has from time to time experienced extreme price and volume fluctuations, which have often been unrelated to the operating performance of particular companies.

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RIFT VALLEY RESOURCES CORP. Management Discussion and Analysis For the year ended December 31, 2019

RISK FACTORS AND UNCERTAINTIES (continued)

Dilution to the Company’s Existing Shareholders

The Company will require additional equity financing to be raised in the future. The Company may issue securities at less than favorable terms to raise sufficient capital to fund its business plan. Any transaction involving the issuance of equity securities or securities convertible into common shares would result in dilution, possibly substantial, to present and prospective holders of common shares.

Covid 19 Virus Disruption

The Company is evaluating business opportunities primarily in the wireless telecom industry, see the description in 1.2 above. This industry may be adversely affected, directly or indirectly, by the Covid 19 Virus. Some of the effects of the Covid 19 Virus include:

• uncertainty of how long the Covid 19 Virus will cause the current widespread disruption,

• timely and novel government fiscal policy to deal with: shutdown of non-essential businesses, high rates of unemployment, novel evolving subsidy programs for laid off workers, financial concessions to business, tax cuts and government spending,

• timely central bank’s monetary policy reaction to the novel problems caused by the Covid 19 Virus to ensure adequate credit facilities to banks and other lenders;

• timely government fiscal policy reaction to the novel problems caused by the Covid 19 Virus;

• lack of a unified response and preparedness to the Covid 19 Virus both within countries and by all countries;

• the ability of non-essential businesses, in particular small businesses, to withstand a lengthy shut down,

• response of those sectors of the economy directly impacting business such as credit lines, interest rates and recurring expenses such as rent, property taxes,

• novel difficulties for business short and long term planning,

• disruptions to supply chains affecting the ability to manufacture and sell products,

• permanent loss of trained staff and key persons,

• disruptions in communications and overload of the internet with so many people working from home.

This list is not exhaustive and is also subject to the almost daily evolving response of governments and health authorities to the Covid 19 Virus. The negative effect of these risks, if any, on the Company’s future business activities is unknown to the Company.

APPROVAL

The Board of Directors of the Company has approved the disclosure contained in this MD&A on May 22, 2020.

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