RJK Explorations Ltd. — Management Reports 2023

Apr 20, 2023

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MANAGEMENT DISCUSSION AND ANALYSIS

of Financial Condition and Results of Operations for the year ended December 31, 2022

Dated: April 20, 2023

The following information should be read in conjunction with the Company's audited financial statements as at and for the years ended December 31, 2022 and December 31, 2021. The financial statements and related notes included therein were prepared in accordance with International Reporting Standards, unless otherwise stated. This discussion includes forward-looking statements that may differ materially from actual results achieved.

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RJK EXPLORATIONS Ltd.

MANAGEMENT'S DISCUSSION AND ANALYSIS

INTRODUCTION

RJK Exploration Ltd. ("RJK" or the “Company”) is a mineral exploration company originally formed in 1922 and is engaged in the acquisition, exploration and development of early stage mineral resource properties. The Company’s current focus is on diamond exploration in the Cobalt area of Northern Ontario. The Company continues to evaluate and will acquire additional properties as venture capital and opportunities present themselves. The Company is a reporting issuer in Ontario, Alberta and British Columbia and trades on the TSX Venture Exchange as a Tier II reporting issuer under the symbol “RJX.A”.

This management discussion and analysis has been prepared from information available to RJK as at April 20, 2023 and should be read in conjunction with the audited December 31, 2022 financial statements and related notes thereto which were prepared in accordance with International Financial Reporting Standards. All figures are in Canadian dollars unless stated otherwise.

FORWARD-LOOKING STATEMENTS

This document may contain or refer to forward-looking information. Such forward-looking information includes, among other things, statements regarding targets, estimates and/or assumptions in respect of future production, capital costs and future economic, market and other conditions, and is based on current expectations that involve a number of business risks and uncertainties. Factors that could cause actual results to differ materially from any forward-looking statement include, but are not limited to:

• the grade and recovery of ore which is mined varying from estimates;

• exploration and development costs varying significantly from estimates;

• inflation;

• fluctuations in commodity prices;

• delays in the development of any project caused by unavailability of equipment, labour or supplies, climatic conditions or otherwise;

• failure to raise additional funds required to finance the completion of a project; and

• the results of legal claims made by or against the Company.

Forward-looking statements are subject to significant risks and uncertainties and other factors that could cause actual results to differ materially from expected results. Readers should not place undue reliance on forwardlooking statements.

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RJK NIPISSING DIAMOND PROJECTS

The Company has acquired through staking and mineral option agreements in excess of some 10,755 hectares totaling some 564 mineral claims in the Cobalt and area mining camp that management views have the potential to host kimberlite pipes.

Discussion of Bulk Sampling Results

The indicator mineral geochemistry from all 7 conductance glacial bodies indicates glacial processes have eroded primary kimberlites or other diamond-bearing sources containing kimberlite magmatic material that has incorporated lherzolitic peridotite enriched in olivine, orthopyroxene along with chromium, aluminum spinels and garnets. This region at the base of the lithosphere and upper mantle is conducive for the growth of large diamonds in the diamond stability field at depths of 150 km to 200 km. The high temperature ilmenite peridotites contain megacrysts favouring larger diamond overgrowths forming at temperatures ranging from 1200 C[o] to 1400 C[o] . The proto-kimberlite magma indicates an origin of deeper levels in the upper mantle as down to the Transition Zone, from 200 km to 400+ km, based on preliminary whole rock analysis. Samples taken from RC 4 RC drill holes from the Paradis, Robin’s Place, Gleeson and HSM conductance bodies returned average compositions as follows: SiO2: 46.8%, CaO: 16.9%, Al2O3: 8.8%, Fe2O3: 3.2%, K2O: 1.9%, MgO: 4.3%. Na2O: 1.9%, Cr2O3: .04%, Mn2O3: .06%, TiO2: .29%. Oceanic and super-deep continental diamonds form in the mantle transition zone using subducted carbon, and brought to the lithospheric levels by mantle plumes. Lithospheric Diamonds and Diamonds of Mixed Origin (as rims over the super-deep diamonds) develop in the continental lithosphere. Geochemistry of RJK’s KIMs suggest possible origins as deep as the transition zone, based on temperature and pressure lab determinations. High quantities of olivine silicates suggest a very deep magma source, arguably where large diamonds originate. The Nipissing Diamond may have originated from this region of the mantle.

Dr. Charles E. Fipke previously stated RJK’s Paradis conductance bodies host diamond inclusion lherzolite indicators such as those contained at the Victor diamond mine in Ontario and other diamond mines in Lesotho and elsewhere. The picro-ilmenite plots show similarities to the Yakutia Kimberlite Fields in Siberia showing peridotite magma affinity. Cr-poor ilmenites (0.04 to 0.23 wt%Cr2O3; 9.7 to 11.3 wt% MgO) occur as intergrowths with type II diamonds, and the Lorrain glacial deposits with KIMS show ilmenite plots displaying these same ranges. were also made to De Beers Victor Lherzolite Diamond Mine, which was unique in its chemistry, yielding exceptional quality diamonds, but also hosting very few microdiamonds. Victor lherzolitic garnet inclusions have unusually high MnO contents, with 88% exceeding the MnO cut-off >.36 weight% MnO for diamond facies garnets. The Lorrain Twp. results suggest a certain level of diamond resorption (especially for any smaller stones), the kimberlite magma also has experienced a reducing environment conducive for diamond preservation based on picro-ilmenite geochemistry.

The following plots represent the entire micro-probe kimberlite indicator mineral results compiled for all 8 conductance bodies and the Kon kimberlite pipe.

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Figure 1 : Garnets

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Figure 2: Eclogitic Garnets

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Figure 3: Eclogitic Garnets

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Figure 4 : Clinopyroxene

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Figure 5: Chromite

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Figure 6: Ilmenite

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Figure 7: Ilmenite

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Figure 8: Ilmenite

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The Bucke mineral claims located approximately three kilometers west of the town of Haileybury Ontario, contains the Peddie kimberlite pipe. The Peddie Kimberlite was discovered in 1996 with 2 drill holes testing a positive magnetic high having dimensions of 1.8 hectares. In 2006, a shallow trenching program exposed a portion of the kimberlite logged as hypabyssal facies kimberlite. Micro-probe analyses of kimberlite indicator minerals recovered from a 55 kg sample recovered eclogitic garnets with 1 G10 and ilmenite grains indicating a reducing environment favourable for diamond preservation. There was no caustic fusion testing for micro diamonds performed at that time.

2022 - COBALT LORRAIN TWP. DIAMOND PROPERTIES – EXPLORATION SUMMARY

RJK has received a report completed by Casey Hetman, M.Sc., P. Geo. and Kimberley Webb, M.Sc. P. Geo. of the SRK Consulting Diamond Group (SRK) titled an “Initial Sample Review” of four samples representing four separate areas that were drilled for diamond potential. As noted in the news release dated March 21, 2022, SRK was engaged to complete a review of data and samples that have currently been collected on RJK’s Nipissing Diamond Project and provide recommendations on the Company’s future exploration efforts. The four small samples examined are as follows: two drill core sections each from Paradis Pond and HSM prospects, one excavated sample from the Nicol prospect and one drill core section from the Kon prospect. Thin sections of the samples were examined and a subset of the Paradis, HSM and Nicol samples were washed and cleaned of mud for examination under binocular microscope, as well as the crystals and lithic clasts that were collected in a sieve and pan. Mr. Casey Hetman visited the RJK claims in the Cobalt-Temiskaming Shores area on April 22-23, 2022, as well as the RJK core storage facility where the drill core is currently stored. SRK has concluded from this initial review that the Paradis, HSM and Nicol prospects represent glacial material containing kimberlite indicator minerals. At the Kon Prospect, SRK has concluded that the rock uncovered in that locality is kimberlite.

As a follow up, RJK will be consulting with expert glaciologists as part of SRK’s recommendation to further investigate the available data to evaluate and prioritize ‘next step’ targets up-ice along the Lake Temiskaming Structural Zone. The Chown Lake conductance anomaly lies up-ice to the northeast of the Nicol body. RJK intends to follow-up testing this anomaly with test pitting using an excavator.

RJK Explorations has applied for numerous permits with the Ministry of Mines for proposed drilling projects starting in 2021 and throughout the year 2022. However, the company has been held up on a number of these permits, one for 10 months, due to delays pending First Nations review and the Ontario govt consulting process that has resulted in stalling the company’s ability to explore some properties within our property position in the Cobalt area. Over the past few years, RJK has opened up dialogue with primarily two local First Nations and believes good progress has been made to streamline the permitting process in the future. RJK is currently evaluating glaciologist expertise to assist the company’s efforts to narrow the search for the potential locations and sources of kimberlite ‘up ice’ from the glacial outwash deposits that yielded diamond indicator minerals and some micro-diamonds previously discovered near the Cross Lake fault structure.

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2022 AND WINTER 2023 DRILLING PROGRAM

RJK initiated drone magnetic surveys on 2 specific target areas located in the Twin Lakes - New Liskeard kimberlite field in the Lake Temiskaming Region. A magnetic high target was drilled on Jibb patented claims located in Kerns Township proximal to the 95-2 kimberlite pipe. This hole was unsuccessful collaring into Nipissing diabase sill crosscut by felsic dike phases. In Coleman Twp., the company tested a circular lake feature called Mozart Lake. Anomalous kimberlite indicator minerals were returned from glacial tills south of the lake. The drill hole intersected the Nipissing diabase sill below the lake. The till sampling results are unexplained with the drilling.

RJK completed 3 drill holes totalling 250.2m in a diamond drilling program on the Kon Property. The purpose of this program was to test magnetic low anomalies southwest and northeast of the Kon kimberlite pipe as possible extensions of the dike structure.

Drill Hole KON-22-01

Drill hole KON-22-01 was collared at 599644E, 5239561N and drilled with a 360/0 degrees azimuth and a -90 degrees dip to a final depth of 54.6 meters. The objective of this hole was to test a low magnetic anomaly northeast of the Kon kimberlite dike. KON-22-01 intersected 42.72m of overburden followed downhole by conglomerate with an aphanitic matrix and globular clasts up to 8cm ending at 54.6m.

Drill Hole KON-22-02A

Drill hole KON-22-02A was collared at 600000E, 5238330N and drilled with a 270 degrees azimuth and a -50 degrees dip to a final depth of 80 meters. The objective of this hole was to test a low magnetic anomaly southwest of the Kon kimberlite. KON-22-02A 80m of overburden that consisted of sand and was decided to shut the hole down and redrill at a different angle.

Drill Hole KON-22-02

Drill hole KON-22-02 was collared at 600000E, 5238330N and drilled with a 360/0 degrees azimuth and a -90 degrees dip to a final depth of 115.6 meters. The objective of this hole was to test a magnetic low anomaly southwest of the Kon kimberlite pipe. KON-22-02 intersected 60.7 m of overburden followed downhole by conglomerate with an aphanitic matrix and globular clasts down to 75.15m depth. The conglomerate was followed by Argillite from 63.25 – 70.9m. Following the conglomerate, mafic volcanic with aphanitic matrix, moderately siliceous and abundant calcite veining and minor sulphides was intersected to the end of hole at 115.6m. Four samples collected from KON-22-02 which include three samples of brecciation and one sample with minor pyrrhotite.

The company attempted to drill test on additional target to the northeast of the Kon dike exposure along the Giroux Creek fault zone but was not completed due to deep overburden conditions. It was decided not to continue with the Kon Property Option and the property was returned to the vendor.

Peddie Property / Bucke Township Claims

During the 4th quarter, RJK completed a drone magnetic survey at 25m spaced lines over the Peddie Property which provided more detail of the magnetic high relief signature as well as identifying circular magnetic low targets.

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Drill hole PD-22-01 intersected 2 volcaniclastic kimberlite phases from a downhole depth of 46.3m to 95.75m. The true thickness across the structure is 34.6m. A representative core sample was submitted to SRK Consultants to conduct a petrographic assessment of the sample. The sample is classified as olivine macrocryst-poor monticellite phlogopite carbonate coherent kimberlite. The diamond carrying capacity of the sample is medium, based on the low to moderate abundance of olivine macrocrysts, presence of ilmenite, rare spinel and a single peridotite micro xenolith, but absence of garnet, as well as the presence of coarse groundmass spinel and perovskite (0.05-0.1mm). As this unit is significant within the body, a 100 kilogram sample was submitted to CFM Laboratories for KIM micro-probing and microdiamond analysis. Results are expected in the coming weeks.

Two other magnetic targets were tested by vertical test holes in close proximity to the Peddie kimberlite structure collaring into altered Nipissing Diabase.

Darwin and Ice-Chisel Lakes

Drilling at Ice-Chisel in two attempts failed to reach bedrock due to deep overburden conditions. An attempt to drill test the Darwin Lake target was also abandoned due to deep overburden conditions, however, this target will be retested when access conditions are more favourable.

The target at Darwin is an intriguing airborne EM anomaly which could represent the presence of silver veining as the geology in the area is favourable for this type of occurrence.

STRATEGIC LAND ACQUISITIONS IN THE TEMAGAMI REGION

In December the company obtained from a local geologist / prospector, certain mineral claims located in Banting Township Ontario. For a 100% interest the company made a one-time payment of $10,000 leaving the vendor with a 2% GORR and 2% NSR. Of which 1.5% of the royalties may be bought back by the company.

The company completed drone magnetic surveying in one area of the property outlining a potential drill target. Additional magnetic surveying will be completed in the spring of 2023.

EXPLORATION AND EVALUATION SPEND SUMMARY

All exploration and evaluation expenses incurred in 2022 and 2021 are on the Cobalt diamond properties. The following are a breakdown of the expenses incurred:

Property	December 31, 2022	December 31, 2021
Acquisition Costs – Cash	$32,080	$118,863
Acquisition Costs – FV of Shares	-	313,000
Drilling	183,635	672,720
Assaying	39,517	325,261
GeologyReporting	6,069	7,296
Equipment rentals	37,243	-
Other	198,138	176,469
Total	$ 496,682	$ 1,613,609

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The Company's mineral property interests consist of various early stage exploration projects, with the Company's full focus on the multiple Cobalt diamond properties optioned. As of December 31, 2022, all property option commitments on its active properties have been met. Commitments relating to options the Company did not retain were dropped on January 17, 2023.

EXPLORATION SUMMARY

There was $496,682 of expensed exploration incurred in the year ended December 31, 2022, compared with $1,613,609 during the prior year. The first half of 2021 saw the kickoff of a large drilling program at the Cobalt Diamond properties, which contributed to the increased costs associated with drilling, assaying and geology reporting. The first half of 2022 did not have a drill program underway and was focused on securing further capital raises to continue with the drilling program later in 2022, commencing in the third quarter of 2022, which saw an increase in expenditures.

EXPENSES AND OVERALL PERFORMANCE

	Nine months ended	Nine months ended
Operating Expenses	December 31, 2022	December 31, 2021
Shareholder information Professional fees Office and general expenses Depreciation Share based compensation Exploration and evaluation expenditures	$40,208 100,196 48,578 6,094 - 496,682	$108,211 108,758 55,903 5,803 214,104 1,613,609
Total Expenses	$691,758	$2,106,388

The Company had a net and comprehensive loss for the year ended at December 31, 2022 of $680,519, compared to a net and comprehensive loss of $2,106,284, for the same period in 2021. This resulted in a cumulative deficit of $35,176,145 and a basic loss per share of $0.009, for the year ended December 31, 2022 (2021 - $0.031). The decrease in net loss in the current year is primarily due to lower spend on exploration and evaluation as noted above, coupled with no share based compensation being issued in 2022. During 2021, there was an issuance of 1,500,000 options to officers, directors and consultants at a value of $214,104, whereas there was no share based compensation issued during 2022. The Company’s total assets were $1,020,543 as at December 31, 2022 compared to $346,311 as at December 31, 2021. The increase in assets is mainly as a result of the financing completed in the current year.

As the Company’s business primarily involves mining exploration, the Company does not currently have a source of revenue. The trend of losses from operations, therefore, is expected to continue for the foreseeable future. As is the case with resource properties of other junior exploration companies, it is not possible to determine the likelihood or estimated time frame for commercial production of any of the current exploration properties.

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SUMMARY OF QUARTERLY RESULTS

		Nine months ended
Quarter Ended	Expenses (Recoveries)	Net and Comprehensive Loss
2022
31 – Dec 30 – Sep 30 – Jun 31 – Mar	196,780 257,429 106,627 130,922	189,676 253,295 106,627 130,921
2021
31 – Dec 30 – Sep 30 – Jun 31 – Mar	404,608 227,146 377,492 1,097,142	404,608 227,143 377,492 1,097,041

EQUITY AND CAPITAL RAISES

There are currently 85,414 Class B shares outstanding, which are bifurcated as both a liability and equity. These shares have been classified as a compound financial instrument. The Company recognizes $170,828 ($170,828 – 2021) as a current liability and $256,242 ($256,242 – 2021) as equity. At any time, a holder of Class B shares may require the Company to redeem, in whole or any part of the Class B shares so held upon the payment of $2.00 for each share redeemed. Any holder of Class B shares is entitled, at the holder’s option, to convert any number of the Class B shares into Class A subordinate voting shares on a 1:1 basis. The Class B shares will be deemed to be converted into Class A subordinate voting shares under a take-over bid that is at a price above the market price of the Class A subordinate voting shares.

In a non-brokered private placement in December 2019, the Company issued 8,000,000 units to raise $1,000,000 to fund its Cobalt exploration program as well as for general corporate purposes. Each unit consisted of 1 Class C preferred share ("Royalty Share"), and one share purchase warrant exercisable for 1 Class A common share. The purchasers of the units ("Royalty Share Purchasers") have entered into an agreement with the Company to which the Company has granted the Royalty Share Purchasers the option to purchase a 2.5% gross overriding royalty on the Company's Bishop claims subject to the publication by the Company of a “bankable” feasibility study on the Bishop claims. Pursuant to the terms of the Royalty Shares and the Royalty Shareholders Agreement, the Royalty Shares include a voluntary conversion right with 25% of each Royalty Share Purchaser’s Royalty Shares being convertible into Class A Shares beginning six months after the Initial Closing, an additional 25% being convertible into Class A Shares beginning twelve months after the Initial Closing, an additional 25% being convertible into Class A Shares beginning eighteen months after the Initial Closing and the remaining 25% being convertible into Class A Shares beginning twenty-four months after the Initial Closing. The voluntary conversion period for all Royalty Shares ends five years after the Initial Closing. Each Royalty Share shall be a voting share. As at December 31, 2022, there are 6,500,000 Class C shares outstanding (December 31, 2021 – 6,850,000 Class C shares).

On December 31, 2021, the Company closed a non-brokered private placement offering, raising a total of $112,500 for the issuance of 900,000 flow-through units. Each flow-through unit was comprised of one Class A common share and one Class A purchase warrant. Each warrant will entitle the holder to purchase one Class A common share at a price of $0.25 for a period of three years.

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On February 17, 2022, the Company closed a non-brokered private placement, raising a total of $100,000 for the issuance of 833,333 units at a price of $0.12 per unit. Each unit consists of one Class A common share and one Class A common share purchase warrant. Each warrant will entitle the holder to purchase one Class A common share of the Company at a price of $0.25 for a period of three years.

On May 20, 2022 the Company closed a non-brokered private placement, raising a total of $886,310 for the issuance of 8,057,363 units at a price of $0.11 per unit. Each unit consists of one Class A common share and one Class A common share purchase warrant. Each warrant will entitle the holder to purchase one Class A common share of the Company at a price of $0.25 for a period of three years.

RELATED PARTY TRANSACTIONS

The Company defines its officers (CEO and CFO) and directors as Key Management Personnel (“KMP”). During the year ended December 31, 2022, officers and companies controlled by officers charged consulting fees totaling $174,000 ($114,000 for the same period in 2021). At the end of the period, there was $3,000 remaining payable to KMP ($17,548 as at December 31, 2021).

Directors’ fees paid during the year ended December 31, 2022 totaled $NIL ($NIL in 2021). KMP, directors and consultants received $NIL in stock based compensation during the year ended December 31, 2022 ($214,104 during the year ended December 31, 2021, of which 800,000 of the 1,500,000 stock options issued were to KMP, including 500,000 to Gino Chitaroni on December 31, 2021 upon his appointment of President.).

There 85,414 Class B preferred shares outstanding are held by a related party. There are no post-employment benefits.

DISCLOSURE OF OUTSTANDING SHARE DATA AS AT APRIL 20, 2023:

Class	Authorized	Issued
Class A Common Shares	Unlimited	78,876,697
Class B Preferred Shares	85,414	85,414
Class C Preferred Shares(RoyaltyShares)	Unlimited	6,500,000

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The Company has the following stock options and warrants outstanding as at April 20, 2023:

Grant Date	No. of Securities	Exercise Price	Expiry Date
Options
August 2018 February 2019 March 2019 June 2019 February 2020 September 2020 December 2020 February 2021 December 2021	1,000,000 1,500,000 1,000,000 950,000 150,000 60,000 450,000 500,000 1,000,000	$0.20 $0.075 $0.10 $0.10 $0.235 $0.18 $0.18 $0.24 $0.13	August 2023 February 2024 March 2024 June 2024 February 2025 September 2025 December 2025 February 2026 December 2026
Total Options	6,610,000
Warrants
July 2020 December 2021 February 2022 May2022	2,933,333 900,000 833,333 8,057,363	$0.25 $0.25 $0.25 $0.25	July 2023 December 2024 February 2025 May2025
Total Warrants	12,724,029
Class “C” Preferred Shares	6,500,000
Class "A" Common Shares	78,876,697
Fully Diluted	104,710,726

OFF-BALANCE SHEET ARRANGEMENTS

The Company currently has no off-balance sheet arrangements or obligations other than mineral production royalties should any of the current properties be taken into the production stage.

CRITICAL ACCOUNTING ESTIMATES

The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.

The effect of a change in an accounting estimate is recognized prospectively by including it in comprehensive income in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both.

The Company utilizes two critical accounting estimates in the preparation of the financial statements. These estimates are as follows: (i) the value of stock-based compensation, (ii) the estimate of future income tax (recovery). These estimates involve considerable judgment and are, or could be affected by significant factors that are out of the Company’s control. Refer to Note 5 of the financial statements for a description of these estimates.

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RISKS AND UNCERTAINTIES

Following are the risk factors which the Company’s management believes are most important in the context of the Company’s business. It should be noted that this list is not exhaustive and that other risk factors may apply. An investment in the Company may not be suitable for all investors.

CREDIT RISK

The Company is not exposed to major credit risk as its only receivable is from a government agency. Additionally, the majority of the Company's cash and cash equivalents are held with a high rated Canadian financial institution in Canada.

INTEREST RATE RISK

The Company invests its cash surplus to its operational needs in investment-grade short term deposit certificates issued by the bank where it keeps its Canadian Bank accounts. The Company periodically assesses the quality of its investments with this bank and is satisfied with the credit rating of the bank and the investment grade of its short-term deposit certificates. A change in the interest rate of 1% would cause interest income to change by less than $10,000.

FOREIGN CURRENCY RISK

The Company's exploration and evaluation activities are substantially denominated in Canadian dollars. The Company's funds are kept in Canadian dollars, with a major Canadian financial Institution.

The Company’s functional currency is the Canadian dollar and major purchases are transacted in Canadian dollars. Management believes that foreign currency risk derived from currency conversions is negligible and therefore does not hedge its foreign exchange risk. The Company believes that a change of 10% in F/X rates would have no material impact on the Company.

POLITICAL RISK

Currently, all the Company's properties are located in Canada, and accordingly, the Company is subject to risks normally associated with exploration and development of mineral properties in this country. The Company’s ability to conduct future exploration and development activities is subject to changes in government regulations and shifts in political attitudes over which the Company has no control.

EXPLORATION DEVELOPMENT AND OPERATING RISK

Mineral exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration and development, any of which could result in work stoppages, damage to property, and possible environmental damage. None of the properties in which the Company has an interest have a known body of commercial ore. Development of the Company’s exploration and evaluation properties will follow upon obtaining satisfactory exploration results. Mineral exploration and development involve a high degree of risk and few properties that are explored are ultimately developed into producing mines. There is no assurance that the Company’s mineral exploration and development activities will result in discoveries of commercially viable bodies of ore. The long-term profitability of the Company’s operations will be in part directly related to the cost and success of its exploration programs, which may be affected by a number of factors. Substantial expenditures are required to establish reserves through drilling, to develop metallurgical processes to extract the metal from the

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resources and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that the funds required for development can be obtained on a timely basis.

RJK’s business of exploring mineral resources involves a variety of operational, financial and regulatory risks that are typical in the mining industry. The Company attempts to mitigate these risks and minimize their effect on its financial performance, but there is no guarantee that the Company will be profitable in the future, and RJK’s common shares should be considered speculative.

COMPETITION

The Company competes with many companies that have substantially greater financial and technical resources than the Company for the acquisition of exploration and evaluation properties as well as for the recruitment and retention of qualified employees.

LAND TITLE

The Company has sought formal title opinions on its exploration and evaluation property interests in Canada. However, this should not be construed as a guarantee of title to any of the property interests. Any of the Company’s properties may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by undetected defects. The Company has no present knowledge of any material defect in the title of any of the properties in which the Company has or may acquire an interest.

LIQUIDITY AND CAPITAL RESOURCES

The December 31, 2022 financial statements have been prepared in accordance with IFRS with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. The activities of the Company, principally the acquisition and exploration of mineral properties, are financed through the completion of equity financings.

As at December 31, 2022, the Company had working capital of $410,322 (December 31, 2021 had a working capital deficit of $9,542). The Company is in the exploration stage and, therefore, has no regular cash flow although the Company anticipates additional funds being raised from equity, debt or joint-venture financing and that it will have sufficient cash to fund its acquisition and exploration programs and operations. Historically, the Company has been successful in raising the necessary funds; however, there can be no assurance it can continue to do so in the future.

COMMODITY PRICES

The price of the Company’s common shares, its financial results, exploration and development activities have been, or may in the future be, adversely affected by declines in the price of gold and/or other metals. Gold prices fluctuate widely and are affected by numerous factors beyond the Company’s control such as the sale or purchase of commodities by various central banks, financial institutions, expectations of inflation or deflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, international supply and demand, speculative activities and increased production due to new mine developments, improved mining and production methods and international economic and political trends. The Company’s revenues, if any, are expected to be in large part derived from mining and sale of precious and base metals or interests related thereto. The effect of these factors on the price of precious and base metals, and therefore the economic viability of any of the Company’s exploration projects, cannot accurately be predicted.

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There are risks of volatility in world commodity prices and other risks that the Company cannot control. RJK does not have a hedging policy and has no present intention to establish one. Accordingly, RJK has no protection from declines in mineral resource prices.

FINANCING RISK

There can be no assurance that any funding required by the Company will become available, and, if so, that it will be offered on reasonable terms or that the Company will be able to secure such funding through third party financing or cost sharing arrangements. Furthermore, there is no assurance that the Company will be able to secure new mineral properties or projects, or that they can be secured on competitive terms.

SHARE PRICE FLUCTUATIONS

In recent years, the securities markets have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly those considered exploration stage companies such as RJK, have experienced wide fluctuations in price which have not necessarily been related to the underlying asset values or prospects of such companies. Price fluctuations will continue to occur in the future.

NO DIVIDENDS

Investors cannot expect to receive a dividend on their investment in the Corporation in the foreseeable future, if ever. Investors should not expect to receive any return on their investment in the Corporation’s securities other than possible capital gains.

OUTLOOK

RJK’s future profitability and long-term viability will depend largely on the market price of commodities. Market prices are volatile and are affected by numerous factors beyond the Company’s control, the aggregate effect of which is impossible for RJK to predict.

The Company has never had producing mineral properties. There is no assurance that commercial quantities of minerals will be discovered at any current property or other future properties or that the exploration programs thereon will yield positive results. Even if RJK discovers mineralization on its properties, extraction may not be economically viable.

RJK currently holds the permits it requires to carry out its current work programs, but the Company cannot assure that it will receive the necessary permits to carry out further exploration and to develop the properties.

Certification of Disclosure in the Issuers’ Annual and Interim Filings and other reports filed or submitted under Canadian laws and that material information is accumulated and communicated to management of the Company, including the President and Chief Executive Officer and the Chief Financial Officer, is appropriate to allow timely decisions regarding required disclosure.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Internal controls over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation.

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18

REVIEW AND APPROVAL BY THE BOARD OF DIRECTORS

The Board of Directors, on the recommendation of the Audit Committee, approved the contents of this MD&A on April 20, 2023. This MD&A includes the Company's operating and financial results from the year ended December 31, 2022 and 2021, and should be read in conjunction with the audited financial statements and notes thereto for the years ending December 31, 2022 and 2021 appearing on SEDAR's website at www.sedar.com.

OTHER INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com or by contacting Glenn Kasner, CEO of the Company at:

RJK Explorations Ltd. 4 Al Wende Avenue Kirkland Lake, Ontario P2N 3J5

(705) 568-7567

www.rjkexplorations.com

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