Sienna Resources Inc. — Interim / Quarterly Report 2021

Nov 19, 2021

SIENNA RESOURCES INC. Management’s Discussion and Analysis For the nine months ended September 30, 2021

Date of Report: November 19, 2021

The following discussion and analysis of the Company’s financial condition and results of operations for the nine months ended September 30, 2021 should be read in conjunction with its condensed consolidated interim financial statements and related notes. The requisite financial data presented for the relevant periods has been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”).

Disclaimer for Forward-Looking Information

Certain statements in this report are forward-looking statements, which reflect management’s expectations regarding the Company’s future growth, results of operations, performance and business prospects and opportunities including statements related to the development of existing and future property interests, availability of financing and projected costs and expenses. 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 the Company will obtain from them. These forward-looking statements reflect management’s current views and are based on certain assumptions and speak only as of the date of this report. These assumptions, which include management’s current expectations, estimates and assumptions about the Company’s current mineral property interests, the global economic environment, the market price and demand for commodities and its ability to manage its property interests and operating costs, may prove to be incorrect. A number of risks and uncertainties could cause the actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a downturn in general economic conditions, (2) a decreased demand or price of minerals, (3) delays in the start of projects with respect to its property interests, (4) inability to locate and acquire additional property interests, (5) the uncertainty of government regulation and politics in North America regarding mining and mineral exploration, (6) potential negative financial impact from regulatory investigations, claims, lawsuits and other legal proceedings and challenges, and (7) other factors beyond its 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. No forward-looking statement is a guarantee of future results. Except as required by law, the Company disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additional information about these and other assumptions, risks and uncertainties are set out in the section entitled “Risk Factors” below.

Nature of Business

The Company is involved in the identification, acquisition and exploration of mineral properties that management deems as potentially viable to assist in the growth of the Company. At September 30, 2021, the Company had mineral property interests located in Canada, Sweden, Finland, Norway and the USA.

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Mineral Properties

Kuusamo Property, Finland

In December 2017, the Company entered into an exploration and option agreement (the "Slattberg Option Agreement") with an arm's length party, a company organized under the laws of Sweden (the "Slattberg Vendor"). The Slattberg Option Agreement was subsequently amended a few times to extend the option period and to include additional projects. On May 18, 2020, the Company entered into the Fifth Amendment with the Slattberg Vendor to include future additional projects. Pursuant to the Fifth Amendment, the Slattberg Vendor has agreed to grant an option to the Company to acquire the mineral licence comprising the Kuusamo exploration project (the “Kuusamo Property”) located in Finland.

Summary of commercial terms – Kuusamo Property: The Company can earn a 100% interest in the Kuusamo Property in Finland, subject to a 3% NSR royalty to the Slattberg Vendor by:

• Issuing to the Slattberg Vendor 500,000 common shares within five business days upon Exchange approval (issued at a value of $35,000).

• Reimbursing the Slattberg Vendor for the acquisition costs and expenses related to the Kuusamo Property (reimbursed).

• Incurring exploration expenditures of at least $250,000 on or before May 27, 2022.

• To exercise the Option to acquire a 100% interest in the Kuusamo Property, the Company will issue to the Slattberg Vendor an additional 1,500,000 common shares at the end of the two year option period, which is on or before May 27, 2022.

If the Company satisfies the conditions of the option agreement and elects to acquire the Kuusamo Property, the Slattberg Vendor will receive annual advance royalty (“AAR”) payments of US$25,000 commencing on the first anniversary of the option exercise date, with each AAR payment increasing by US$5,000 per year until reaching a cap of US$75,000 per year.

Under certain conditions, the Company may purchase 0.5% of the NSR royalty for a cash payment of $1.5 million subject to Exchange approval, leaving the Slattberg Vendor with a 2.5% NSR royalty.

On January 22, 2021, the Company completed orientation soil surveys (total of four sections) over the interpreted contact region of the Syote and Pirivaara blocks for the Kuusamo Property. The soil samples, which targeted the B horizon in the soil profile, were analyzed using partial leach methods to identify mobile metals interpreted to be derived from local sulphide-rich source rocks. In three of the four test sections, the targeted geologic horizon (contact region) showed anomalies in a combination of vector elements including palladium, copper, nickel and gold. Background concentrations for the vector elements were established at 0.09 part per billion Pd, 400 ppb Cu, 70 ppb Ni and 0.05 ppb Au. The lower limit of detection (LLD) for these elements is 0.05 ppb Pd, one ppb Cu, one ppb Ni and 0.02 ppb Au.

Anomalous soil samples returned concentrations in the vector elements that ranged from LLD to 0.21 ppb Pd, 109 to 783 ppb Cu and 33 to 137 ppb Ni, and LLD to 0.16 ppb Au in section site No. 1, from LLD to 0.29 ppb Pd, 121 to 846 ppb Cu, 68 to 236 ppb Ni and LLD to 0.57 ppb Au in section site No. 3 S1, from LLD to 0.31 ppb Pd, 109 to 3,190 ppb Cu, 42 to 1,120 ppb Ni, and LLD to 0.71 ppb Au in section site No. 3 S2, with anomalies positioned at or near the targeted basal units of the two KLIC blocks. Results from section site No. 2 were mostly LLD or below the determined background concentrations.

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Results from the orientation soil sampling program reflected a highly encouraging proof of concept for this rapid and inexpensive sampling technique and provided the confidence for this technique to be used to screen larger target areas within the project, in a highly cost-effective manner.

On February 12, 2021, the Company increased its Kuusamo land holdings to approximately 190,000 acres in the highly prospective Koillismaa layered igneous complex (KLIC) in north-central Finland.

The Company engaged Radai Ltd. of Oulu Finland for the planned work program in Finland and as disclosed in a news release dated August 9, 2021, the Company announced that eight anomalies have been identified from the recently completed high-resolution UAV (Drone) magnetic survey at the Kuusamo Property in Finland. These eight distinct areas of total field (“TIMI”) and first derivative magnetic anomalies have been selected as high priority for follow up through prospecting and geochemical soil survey. Samples have been taken from the area of the magnetic anomalies and the Company is waiting of further data.

As at September 30, 2021, the Company had spent a total exploration expenditures of $117,291 and prepaid $27,945 in exploration costs on the Kuusamo Property.

Bleka and Vekselmyr Projects,Norway

On August 24, 2020, the Company entered into the Sixth Amendment with the Slattberg Vendor to include the Bleka and Vekselmyr Projects (the “BLE Projects”) in Norway. Pursuant to the Sixth Amendment, the Slattberg Vendor has agreed to grant an option to the Company to acquire 100% of the interest in the BLE Projects.

Summary of commercial terms – BLE Projects: The Company can earn a 100% interest in the BLE Projects in Norway, subject to a 3% NSR royalty to the Slattberg Vendor by:

• Issuing to the Slattberg Vendor 500,000 common shares within five business days upon Exchange approval (issued at a value of $45,000).

• Reimbursing the Slattberg Vendor for the acquisition costs and expenses related to the BLE Projects (reimbursed).

• Incurring exploration expenditures of at least $250,000 by September 1, 2021 (incurred).

• Incurring exploration expenditures of additional $250,000 by September 1, 2022.

• To exercise the Option to acquire a 100% interest in the BLE Projects, the Company will issue to the Slattberg Vendor an additional 1,500,000 common shares at the end of the two year option period, which is on or before September 1, 2022.

If the Company satisfies the conditions of the option agreement and elects to acquire the BLE Projects, the Slattberg Vendor will receive annual advance royalty (“AAR”) payments of US$25,000 commencing on the first anniversary of the option exercise date, with each AAR payment increasing by US$5,000 per year until reaching a cap of US$75,000 per year.

Under certain conditions, the Company may purchase 0.5% of the NSR royalty for a cash payment of $1.5 million subject to Exchange approval, leaving the Slattberg Vendor with a 2.5% NSR royalty.

On November 5, 2020, the Company commenced field exploration at the Bleka gold project in Norway. The Bleka vein was discovered in 1880 and mined intermittently until 1940, with historic production reported as 165 kilograms (about 5,300 troy ounces) of gold sourced from mineralized material with an average grade of 36 grams per tonne gold (1). The historic Bleka vein is hosted in a

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deformed greenstone belt in southern Norway and was formed during two phases of quartz-veining events. Auriferous quartz veins characteristically contain Cu-Bi (copper-bismuth) and tourmaline (2). Compilation of historic reports combined with reconnaissance mapping revealed a series of underexplored vein swarms on the Bleka property. Earlier this year, a systematic sampling program to test the vein swarms was initiated to identify gold-rich vein sets. Results were encouraging with over 10 per cent of samples showing anomalous gold results (six of 52 rock-chip samples contained more than 0.1 part per million (Au) (3). Historic reports show rock chip samples with similar quantities of anomalous results with some vein samples reaching up to 103 g/t Au (4). As a result of this fieldwork, previously unknown quartz veins were discovered.

The Company engaged Arctic Drilling AS of Norway to drill its Bleka Gold Project in Norway. As disclosed in a news release dated July 29, 2021, the Company announced that drilling at the Bleka Gold Project is now complete. The Bleka core was shipped to the national core archive at Lokken. A total of 151 samples have been cut at the ALS laboratory in Mala where the samples were crushed and pulverized before they were shipped to be analysed at the ALS laboratory in Ireland. The samples have been analysed with a 4-Acid digestion and multi-element mass spectrometer analysis. As disclosed in a news release dated August 31, 2021, the Company announced that the drilling intersected the “Main Vein” in each of six drill holes, including intersections 147 meters below the historic workings (as seen in DH-BLE-01) and 40 meters further along strike of the workings (as seen in DH-BLE-05). Notable intercepts include 1.7 g/t Au over 0.8 meters at a depth of 122.1 meters in DH-BLE 05, 0.21 g/t Au with 0.30% Cu over 0.15 meters at 60 meters depth in DH-BLE-02, and 0.25 g/t Au with 0.45% Cu over 0.28 meters at 24.1 meters depth in DH-BLE-03.

As at September 30, 2021, the Company had spent a total exploration expenditures of $481,390 and prepaid $82,834 in exploration costs on the BLE Projects.

Blue Clay Lithium Project, Nevada, U.S.A. – Option Agreement

On September 30, 2021, the Company entered into an option agreement (the “Blue Clay Agreement”) with an arm’s length party (the “Seller”), whereby the Seller granted an option to the Company to acquire a 100% interest in certain mineral claims (the “Blue Clay Lithium Project”) located in the Esmeralda County in the Clayton Valley of Nevada, USA. In consideration, the Company is required to the following:

• Pay $30,000 and issue 2,000,000 common shares (paid & issued at a value of $220,000) to the Seller within five days of Exchange approval;

• Pay $30,000 and issue 1,000,000 common shares to the Seller prior to the date that is six months from the date of Exchange approval; and

• Issue 1,000,000 common shares to the Seller prior to the date that is twelve months from the date of Exchange approval.

The Seller will retain a 1.5% NSR Royalty on this property. The Company will have the right to purchase 0.75% NSR Royalty for $500,000 at any time up to the commencement of production.

As disclosed in a news release dated November 18, 2021, the Company announced it has contracted Harris Exploration Drilling and Associates Inc. and expects to be drilling on this project within the next 3 months.

Clayton Valley Deep Basin Lithium Brine Project (Nevada, USA) – Staking

In May 2016, the Company acquired a 100% interest in the “Clayton Valley Deep Basin Lithium Brine Project”, Nevada, for staking costs of $23,609. The “Clayton Valley Deep Basin Lithium Brine

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Project” is located in parts of the deepest sections of the only lithium brine basin with a producing operation in North America (Albemarle’s (ALB-NYSE) Silver Peak Mine).

On March 18, 2021, Schlumberger New Energy Venture (SLB-NYSE) announced: "The development of a lithium extraction pilot plant through its new venture, NeoLith Energy. The deployment of the pilot plant will be in Clayton Valley, Nevada, USA…” On June 10, 2021, Schlumberger New Energy Venture announced “Schlumberger New Energy and Panasonic Energy of North America, a division of Panasonic Corporation of North America, announced today that they have entered into a collaboration agreement for the validation and optimization of the innovative and sustainable lithium extraction and production process to be used by Schlumberger New Energy at its NeoLith Energy pilot plant in Nevada. This collaboration paves the way for improved lithium production solutions that will help meet the expected surge in demand for lithium as the electric vehicle (EV) market takes off worldwide.” This pilot plant is located in the same basin as the Company’s Deep Basin Lithium Brine Project, therefore management is monitoring the progress as it could have an impact on the Company’s future plans for this project.

As at September 30, 2021, the Company had incurred a total of $81,771 in claim maintenance fees on this property.

White Gold Claims (Yukon, Canada)

During the year ended December 31, 2009, the Company registered three hundred and forty five quartz claims with the Yukon Government which covered approximately 18,200 acres. This property consisted of two blocks of gold claims in the region of the White and Yukon Rivers for staking costs incurred of $106,896. The Company held a 100% interest in the White Gold Claims. This prospect stretches westward in a broad arc from British Columbia, Canada, through southeastern and central to southwestern Alaska, United States.

During the years ended 2011, 2013 and 2015, the Company decided not to renew certain claims and allowed them to lapse when they became due. Prior acquisition costs of $106,273 and exploration costs of $114,319 associated with these lapsed claims were written off.

As at September 30, 2021, the Company had spent a total of $4,667 in exploration expenditures on the remaining claims of this property.

Marathon North Palladium Property (Ontario, Canada) – Staking

In January 2020, the Company acquired a 100% interest in the “Marathon North Palladium Property”, Northern Ontario, for staking costs of $15,700. This new project encompasses approximately 16,500 acres.

As disclosed in a news release dated October 27, 2020, the Company commenced a work program on this property. This initial work program was cut short by winter. A small follow-up work program has now been completed and management is now determining the next steps in regard to sample testing and further exploration if warranted.

As at September 30, 2021, the Company had spent a total of $130,439 in exploration expenditures on this property.

Write-Down of Exploration and Evaluation Assets

During the nine months ended September 30, 2021, the Company did not write off any exploration and evaluation assets.

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Overall Performance

The Company is a mineral exploration issuer engaged in the business of acquisition, exploration and, if warranted, development of mineral properties. The Company does not expect to generate any revenues in the foreseeable future or until a mineable reserve is defined and economically recoverable. The Company expects to continue to incur expenses as it works to further explore and develop its mineral properties.

The Company has conducted limited exploration on some of its properties, due to, among other things, the availability of sufficient funds for the purposes of mineral exploration and development, access to the property due to climate conditions, the uncertainties associated with the prices of precious and base metals and other minerals, and the global economic climate. The Company is in the process of exploring its mineral properties and has not yet determined whether the properties contain reserves that are economically recoverable. The Company’s future performance is largely tied to the outcome of future exploration and the overall financial markets.

The recoverability of minerals from the Company’s properties is dependent upon, among other things, the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to continue to explore and develop its properties, and upon future profitable production. In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds. Uncertainty in credit markets, fluctuation in commodity prices and general economic downturns has led to increased difficulties in raising and borrowing funds. As a result, the Company may have difficulties raising equity financing for the purposes of exploration and development of the Company’s properties, without diluting the interests of current shareholders of the Company. See “Liquidity and Capital Resources” and “Risks and Uncertainties” for a discussion of risk factors that may impact the Company’s ability to raise funds.

Information about the Company’s commitments relating to its mineral properties is discussed above under “Nature of Business – Mineral Properties”.

The Company did not generate any revenue during the nine months ended September 30, 2021 and 2020. Net comprehensive loss increased from $592,105 for the nine months ended September 30, 2020 to $718,248 for the nine months ended September 30, 2021 mainly due to an increase in share-based payments offset by a decrease in the write-down of exploration and evaluation assets. As at September 30, 2021, the Company had a working capital of $725,789 and cash and cash equivalents of $769,179 as compared to a working capital of $907,929 and cash and cash equivalents of $1,237,113 as at December 31, 2020.

The Company’s current assets have decreased to $800,266 as at September 30, 2021 from $1,285,434 as at December 31, 2020, due primarily to a decrease in cash and cash equivalents. The Company’s current liabilities have decreased from $377,505 as at December 31, 2020 to $74,477 as at September 30, 2021 due mainly to a decrease in accounts payable and accrued liabilities. The value ascribed to the Company’s exploration and evaluation assets has increased from $422,462 as at December 31, 2020 to $1,077,804 as at September 30, 2021, due mainly to the exploration work performed in Ontario, Norway and Finland. As at September 30, 2021, the Company had an accumulated deficit of $25,813,592 since inception. The Company expects to incur further losses in the development of its business, all of which casts substantial doubt on the Company’s ability to continue as a going concern.

Additional information about the risks and uncertainties relating to the Company’s business and financial performance is discussed below under “Risks and Uncertainties”.

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Summary of Quarterly Results

The following table provides selected quarterly financial data for the eight most recently completed interim quarters:

	2021 Third	2021 Second	2021 First	2020 **Fourth **	2020 Third	2020 Second	2020 First	2019 **Fourth **
Total revenues	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil
Income (loss) before discontinued operations and extraordinary items:
Total	$(79,784)	$(104,424)	$(534,040)	$(1,965,854)	$(141,833)	$(350,854)	$(99,418)	$(104,091)
Per share	$(0.00)	$(0.00)	$(0.00)	$(0.02)	$(0.00)	$(0.01)	$(0.00)	$(0.00)
Per share fully diluted	$(0.00)	$(0.00)	$(0.00)	$(0.02)	$(0.00)	$(0.01)	$(0.00)	$(0.00)
Net comprehensive income (loss):
Total	$(79,784)	$(104,424)	$(534,040)	$(1,965,854)	$(141,833)	$(350,854)	$(99,418)	$(104,091)
Per share	$(0.00)	$(0.00)	$(0.00)	$(0.02)	$(0.00)	$(0.01)	$(0.00)	$(0.00)
Per share fully diluted	$(0.00)	$(0.00)	$(0.00)	$(0.02)	$(0.00)	$(0.01)	$(0.00)	$(0.00)

Summary of Results During Prior Eight Quarters

Net comprehensive loss slightly decreased by $4,673 from the fourth quarter of 2019 to the first quarter of 2020 mainly due to a decrease in operating expenses offset by a decrease in gain on write-off of loans payable. Net comprehensive loss increased by $251,436 from the first to the second quarter of 2020 mainly due to an increase in the write-down of exploration and evaluation assets of $258,413. Net comprehensive loss decreased by $209,021 from the second to the third quarter of 2020 mainly due to a decrease in the write-down of exploration and evaluation assets offset by an increase in operating expenses. Net comprehensive loss increased by $1,824,021 from the third to the fourth quarter of 2020 mainly due to an increase in the write-down of exploration and evaluation assets, a write-down in the Andora investments, as well as an increase in share-based payments. Net comprehensive loss decreased by $1,431,814 from the fourth quarter of 2020 to the first quarter of 2021 manly due to a decrease in the write-down of exploration and evaluation assets and a write-down in the Andora investments, offset by an increase in share-based payments. Net comprehensive loss decreased from the first to the second quarter of 2021 by $429,616 mainly due to a decrease in sharebased payments as well as a decrease in corporate branding expenses. Net comprehensive loss decreased by $24,640 from the second to the third quarter of 2021 mainly due to a decrease in operating expenses.

Three months ended September 30, 2021 Compared to the Three months ended September 30, 2020

The Company did not generate any revenue for the three months ended September 30, 2021 and 2020. Net comprehensive loss for the three months ended September 30, 2021 decreased to $79,784 from

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$141,833 for the three months ended September 30, 2020, mainly due to a decrease operating expenses.

The operating expenses decreased to $85,844 for the three months ended September 30, 2021 as compared to $142,599 for the three months ended September 30, 2020. The decrease in operating expenses was mainly due to a decrease of $12,299 in consulting fees as well as a decrease of $36,566 in corporate branding expenses.

Nine months ended September 30, 2021 Compared to the Nine months ended September 30, 2020

The Company did not generate any revenue for the nine months ended September 30, 2021 and 2020. Net comprehensive loss for the nine months ended September 30, 2021 increased to $718,248 from $592,105 for the nine months ended September 30, 2020, mainly due to an increase in operating expenses (nine months ended September 30, 2021: $725,124; nine months ended September 30, 2020: $335,380), offset by a decrease in the write-down of exploration and evaluation assets (nine months ended September 30, 2021: $Nil; nine months ended September 30, 2020: $258,413). The increase in operating expenses was due primarily to an increase in share-based payments as well as an increase in management fees.

Increased share-based payments (nine months ended September 30, 2021: $382,151; nine months ended September 30, 2020: $Nil) were due to the Company granted 5,500,000 stock options to its directors and consultants with an exercise price of $0.135 per share and an expiry date of March 19, 2022 during the nine months ended September 30, 2021 as compared to Nil stock options were granted during the nine months ended September 30, 2020. The Company may grant options that are available under the approved stock option plan in the next 12 months period.

Increased management fees (nine months ended September 30, 2021: $130,500; nine months ended September 30, 2020: $101,500) were to compensate two directors for their service to the Company during the period. Management anticipates such expenses may be similar or higher in the next 12 month period.

See “Nature of Business – Mineral Properties” for a discussion of the Company’s mineral properties on a property by property basis, including its plans for its mineral properties, the status of its plans, expenditures made and the anticipated timing and costs to take its mineral properties to the next stage of the project plan.

See “Overall Performance” for a discussion of the commitments, events, risks and uncertainties that the Company believe will materially affect its future performance and “Risks and Uncertainties” for a discussion of risk factors affecting the Company.

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Discussion of Operations

Use of Proceeds

Financing	Previously Disclosed Use of Proceeds	Status of Use of
$2,000,000 Non flow-through August 2020 Private Placement	Towards working capital and planned work programs.	As of the date of this report, funds has been fully used as follows: $91,587 used in filing fees and finders' fees in connection with the private placement, $627,889 used in planned work programs and $1,280,524 used in working capital.
$200,000 Flow-through October 2020 Private Placement	Towards the Marathon North Platinum- Palladium Property.	As of the date of this report, $132,915 used in exploration expenditures incurred on the Marathon North Platinum- Palladium Property, and $67,085 has not been used.

In August 2020, the Company closed a private placement consisting of 40,000,000 units at $0.05 per unit for gross proceeds of $2,000,000. Each unit consisted of one common share and one share purchase warrant which entitles the holder to purchase one additional common share of the Company at a price of $0.08 per share until August 14, 2025. The Company incurred filing and legal fees of $14,987, paid an aggregate finders' fees of $76,600, and issued 1,532,000 broker warrants (the "Broker Warrants") in connection with the financing. Each Broker Warrant is exercisable at $0.08 per share into one common share until August 14, 2025.

In October 2020, the Company closed a private placement consisting of 2,222,222 flow-through shares at $0.09 per share for gross proceeds of $200,000. No warrants were issued for the placement. The Company incurred filing fees of $1,950 and paid an aggregate finders' fees of $12,000 in connection with the placement.

Liquidity and Capital Resources

Liquidity

As at September 30, 2021, the Company had a working capital of $725,789 and cash and cash equivalents of $769,179 as compared to a working capital of $907,929 and cash and cash equivalents of $1,237,113 as at December 31, 2020.

The Company’s current assets have decreased to $800,266 as at September 30, 2021 from $1,285,434 as at December 31, 2020, due primarily to a decrease in cash and cash equivalents. The Company’s current liabilities have decreased from $377,505 as at December 31, 2020 to $74,477 as at September 30, 2021 due mainly to a decrease in accounts payable and accrued liabilities. The value ascribed to the Company’s exploration and evaluation assets has increased from $422,462 as at December 31, 2020 to $1,077,804 as at September 30, 2021, due mainly to the exploration work performed in Ontario, Norway and Finland.

During the nine months ended September 30, 2021, the following occurred:

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• 1,870,000 share purchase warrants were exercised at a price of $0.05 per share and 8,915,712 share purchase warrants were exercised at a price of $0.08 per share for gross proceeds of $806,757.

Subsequent to September 30, 2021, the following occurred:

• 400,000 share purchase warrants were exercised at a price of $0.08 per share for gross proceeds of $32,000.

Management believes that the Company’s cash and cash equivalents may not be sufficient to meet the current working capital requirements, including the existing commitments relating to the Company's mineral properties. The Company expects to raise additional capital as the needs arise. See “Nature of Business – Mineral Properties” and “Overall Performance” for a discussion of the Company’s commitments relating to its mineral properties. As a mineral exploration company, its expenses are expected to increase as the Company explores its mineral properties further. Management does not expect the Company to generate revenues from mineral production in the foreseeable future.

The Company’s ability to conduct the planned work programs on its mineral properties, meet ongoing levels of corporate overhead and discharge its liabilities as they become due is dependent, in large part, on the ability of management to raise additional funds as necessary. Management anticipates that additional equity financings will need to be conducted to raise additional funds which, if successful, will result in dilution in the equity interests of the Company’s current shareholders. Obtaining commercial loans, assuming those loans would be available, will increase its liabilities and future cash commitments. Although the Company has secured financings in the past, there is no assurance that the Company will be able to do so in the future on terms that are favourable to the Company or at all. The Company’s ability to raise additional funds in the future and its liquidity may be negatively impacted by a number of factors, including changes in commodity prices, market volatility and general economic downturns.

There is substantial doubt about its ability to continue as a going concern as the continuation of its business is dependent upon obtaining further long-term financing, successful exploration of its mineral property interests, the identification of reserves sufficient to warrant development, successful development of its property interests and achieving a profitable level of operations.

Capital Resources

The Company has the following commitments for capital expenditures with respect to its mineral properties as of September 30, 2021. The expenditures are optional and the Company may decide not to incur such payments in the event the Company does not decide to pursue further exploration with respect to such properties.

• Blue Clay Lithium Project :

• These mineral claims are in good standing until September 1, 2022. In order to keep these claims in good standing, the Company is required to incur pay BLM fees of USD$15,510 by September 1, 2022 and county fees of USD$1,128 by November 1, 2022.

• Clayton Valley Deep Basin Lithium Brine Project :

• These mineral claims are in good standing until September 1, 2022. In order to keep these claims in good standing, the Company is required to incur pay BLM fees of USD$9,900 by September 1, 2022 and county fees of USD$720 by November 1, 2022.

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• Marathon North Palladium Property:

• 278 mineral claims are in good standing until January 22, 2022 or later. In order to keep these claims in good standing, the Company is required to incur a minimum of $111,200 in exploration expenditures on these claims by January 22, 2022.

 White Gold Claims:

• Two White Gold claims are in good standing until October 3, 2022. In order to renew these two claims for another year, the Company is required to pay the annual rent of $200 to the Government of Yukon by October 3, 2022 for the White Gold claims, unless the Company spends an amount greater than that in exploration beforehand. In addition, the Company is also required to pay the claim recording fees of $10 to the Government of Yukon by October 3, 2022.

 Kuusamo Property :

• These mineral claims are in good standing until January 14, 2022 or later. The Company is required to spend at least $250,000 in exploration expenditures to the Kuusamo Property on or before May 27, 2022.

 BLE Projects :

• These mineral claims are in good standing for 2021. The Company is required to spend $250,000 per year in exploration expenditures to the BLE Projects over the next two years.

See “Nature of Business – Mineral Properties” for a discussion of the Company’s capital expenditure commitments with respect to its mineral properties.

In addition to the above capital expenditure requirements, the Company shares office space with another three public companies and the Company pays office rent of $1,430 on a monthly basis.

Operating Activities

During the nine months ended September 30, 2021, operating activities used cash of $598,945 compared to using cash of $957,230 during the nine months ended September 30, 2020. The use of cash for the nine months ended September 30, 2021 was mainly attributable to its loss for the period of $718,248 and decreased accounts payable and accrued liabilities of $276,110, offset by share-based payments of $382,151. The use of cash for the nine months ended September 30, 2020 was mainly attributable to its loss for the period of $592,105 and decreased accounts payable and accrued liabilities of $588,458, offset by the write-down of exploration and evaluation assets of $258,413.

Investing Activities

During the nine months ended September 30, 2021, the Company used cash of $806,757 in investing activities attributable to the acquisition costs and exploration expenditures incurred in Ontario, Norway and Finland. During the nine months ended September 30, 2020, the Company used cash of $277,188 in investing activities attributable to the exploration work performed on the BLE Projects and the Slattberg Project.

Sienna Resources Inc. For the nine months ended September 30, 2021 – Page 13

Financing Activities

During the nine months ended September 30, 2021, cash provided by financing activities was due to the issuance of share capital in the amount of $806,757. During the nine months ended September 30, 2020, cash provided by financing activities was due to the issuance of share capital in the amount of $2,177,500 and the issuance of loans in the amount of $40,000 offset by share issue costs of $91,587.

Changes in Accounting Policies including Initial Adoption

The Company has not adopted any new accounting policies during the nine months ended September 30, 2021.

Off Balance Sheet Arrangements

The Company does not have any off balance sheet arrangements.

Related Party Transactions

During the nine months ended September 30, 2021, the Company paid the following management fees: $90,000 to CSM Consulting Inc., a private company controlled by the President of the Company, and $40,500 to Wellington Star Consulting, a private company controlled by Dennis Aalderink, a director of the Company; and the Company accrued directors’ fees of $2,500 each to Gregory Thomson and John Masters, in consideration for their services as directors of the Company during the period.

During the nine months ended September 30, 2021, the Company paid $27,000 in accounting fees to Sea Star Consulting Inc., a private company controlled by Cindy Cai, the Chief Financial Officer of the Company, in consideration for accounting services provided to the Company; and the Company paid $6,761 to Nordfors Consulting AB, a private company controlled by Sten Michael Nordfors, a director of Sienna Resources Sweden AB, in consideration for accounting services provided to the subsidiary in Sweden.

There are no management agreements in place and the Company has no contractual requirement to continue paying management fees. Management and directors’ fees and professional fees are intended to compensate such persons for their time and dedication to the Company.

During the nine months ended September 30, 2021, the Company incurred share-based payments of $191,075 to four directors and one officer of the Company as follows: $13,896 each to John Masters and Gregory Thomson; $128,542 to Jason Gigliotti, and $34,741 to Dennis Aalderink. As a mineral exploration issuer, the Company partially relies on the issuance of stock options to compensate its directors and officers for their time and dedication to the Company.

As at September 30, 2021, accounts payable and accrued liabilities include $27,876 to related parties (December 31, 2020: $220,248). The amounts payable to related parties include: $2,500 each payable to Gregory Thomson and John Masters for unpaid 2021 director's fees; $21,008 payable to Jason Gigliotti, for debts assigned by an arm’s length party; $321 payable to J Resources AB, a private company controlled by Johannes Holzapfel, a director of the Swedish subsidiary, for reimbursement of exploration expenditures incurred on the BLE Projects and Kuusumo Property; and $1,547 payable to Jason Gigliotti for reimbursement of September office expenses.

All transactions with related parties have occurred and are measured at the amount of consideration established and agreed to by the related parties.

Sienna Resources Inc. For the nine months ended September 30, 2021 – Page 14

Financial and Other Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued liabilities, loans payable, and receivables. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying value, unless otherwise noted.

Proposed Transactions

Other than as disclosed herein, the Company does not have any proposed transactions as of the date of this report.

Additional Disclosure for Venture Issuers

During the nine months ended September 30, 2021 and 2020, the Company incurred the following expenses:

	2021	2020
Capitalized acquisition costs	$25,259	$95,700
Capitalized exploration costs	$630,083	$235,261
Write-down of exploration and evaluation assets	$Nil	$258,413
Operating expenses	$725,124	$335,380

Please refer to Note 6 Exploration and Evaluation Assets in the condensed consolidated interim financial statements for the nine months ended September 30, 2021 for a description of the capitalized acquisition and exploration costs presented on a property-by-property basis.

Additional Disclosure of Outstanding Share Data

Common Shares

The Company’s common shares are listed on the TSX Venture Exchange under the symbol “SIE”. Its authorized share capital consists of unlimited common shares without par value, 100,000,000 Class A preferred shares, par value $10 and 100,000,000 Class B preferred shares, par value $50.

As at September 30, 2021, the Company had 120,474,316 common shares issued and outstanding.

Subsequent to September 30, 2021, the following occurred:

• The Company issued 400,000 common shares for share purchase warrants exercised at a price of $0.08 per share; and

• The Company issued 2,000,000 common shares to the Seller pursuant to the Blue Clay Option Agreement.

As at November 19, 2021, the Company had 122,874,316 common shares issued and outstanding.

Sienna Resources Inc. For the nine months ended September 30, 2021 – Page 15

Share Purchase Warrants

As at September 30, 2021, the Company had 49,187,088 share purchase warrants outstanding. Each warrant entitles the holder the right to purchase one common share as follows:

Exercise Number Price 13,110,800 $0.30 3,460,000 $0.05 32,616,288 $0.08 49,187,088	Expiry Date January 16, 2023 July 2, 2024 August 14, 2025

Subsequent to September 30, 2021, 400,000 share purchase warrants were exercised at a price of $0.08 per share. As of November 19, 2021, the Company had 48,787,088 share purchase warrants outstanding.

Stock Options

As at September 30, 2021, the Company had 11,500,000 stock options outstanding entitling the holders thereof the right to purchase one common share for each option held as follows:

Number	Price	Expiry Date
6,000,000	$0.095	October 1, 2021
5,500,000	$0.135	March 19, 2022
11,500,000

Subsequent to September 30, 2021, the following occurred:

• The Company granted 2,500,000 stock options to its directors, officers and consultants at an exercise price of $0.12 per share for a period of 12 months;

• 6,000,000 stock options at an exercise price of $0.095 per share expired unexercised; and

• 200,000 stock options at an exercise price of $0.135 per share were forfeited due to resignation of one director.

As at November 19, 2021, the Company had 7,800,000 stock options outstanding.

Risks and Uncertainties

Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, the Company faces a high risk of business failure.

Potential investors should be aware of the difficulties normally encountered by mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration program that the Company intends to undertake on its properties and any additional properties that the Company may acquire. These potential problems include unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by the Company in the exploration of the properties may not result in the discovery of any mineral deposits. Any expenditure that the Company may make in the exploration of any other mineral property that the Company may acquire may not result in the

Sienna Resources Inc. For the nine months ended September 30, 2021 – Page 16

discovery of any commercially exploitable mineral deposits. Problems such as unusual or unexpected geological formations and other conditions are involved in all mineral exploration and often result in unsuccessful and/or expensive exploration efforts. If the results of the exploration do not reveal viable commercial mineralization, the Company may decide to abandon or sell some or all of the property interests.

Because of the speculative nature of the exploration of mineral properties, there is no assurance that the exploration activities will result in the discovery of any quantities of mineral deposits on the current properties or any other additional properties the Company may acquire.

The Company intends to continue exploration on the current properties and the Company may or may not acquire additional interests in other mineral properties. The search for mineral deposits as a business is extremely risky. The Company can provide investors with no assurance that exploration on the current properties, or any other property that the Company may acquire, will establish that any commercially exploitable quantities of mineral deposits exist. Additional potential problems may prevent the Company from discovering any mineral deposits. These potential problems include unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. If the Company is unable to establish the presence of mineral deposits on the properties, the Company's ability to fund future exploration activities will be impeded, the Company will not be able to operate profitably and investors may lose all of their investment in the Company.

Because of the inherent dangers involved in mineral exploration and exploitation, there is a risk that the Company may incur liability or damages as the Company conducts business.

The search for mineral deposits involves numerous hazards. As a result, the Company may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which the Company cannot insure or against which the Company may elect not to insure. At the present time the Company have no coverage to insure against these hazards. The payment of such liabilities may have a material adverse effect on the Company's financial position.

The potential profitability of mineral ventures depends in part upon factors beyond the control of the Company and even if the Company discovers and exploits mineral deposits, the Company may never become commercially viable and the Company may be forced to cease operations.

The commercial feasibility of an exploration program on a mineral property is dependent upon many factors beyond the Company's control, including the existence and size of mineral deposits in the properties the Company explore, the proximity and capacity of processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental regulation. These factors cannot be accurately predicted and any one or a combination of these factors may result in the Company not receiving any return on invested capital. These factors may have material and negative effects on the Company's financial performance and its ability to continue operations.

Exploration and exploitation activities are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on the Company.

Exploration and exploitation activities are subject to foreign, federal, provincial, and local laws, regulations and policies, including laws regulating the removal of natural resources from the ground and the discharge of materials into the environment. Exploration and exploitation activities are also subject to foreign, federal, provincial, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment. Properties may also be subject to complex Aboriginal claims.

Sienna Resources Inc. For the nine months ended September 30, 2021 – Page 17

Environmental and other legal standards imposed by foreign, federal, provincial, or local authorities may be changed and any such changes may prevent the Company from conducting planned activities or may increase costs of doing so, which would have material adverse effects on the Company's business. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on the Company, especially, foreign laws and regulations. Additionally, the Company may be subject to liability for pollution or other environmental damages that the Company may not be able to or elect not to insure against due to prohibitive premium costs and other reasons. Any laws, regulations or policies of any government body or regulatory agency may be changed, applied or interpreted in a manner which will alter and negatively affect the Company's ability to carry on business.

Because the Company's property interests may not contain any mineral deposits and because the Company has never made a profit from operations, the Company's securities are highly speculative and investors may lose all of their investment in the Company.

The Company's securities must be considered highly speculative, generally because of the nature of its business and the stage of exploration. The Company currently has exploration stage property interests which may not contain mineral deposits. The Company may or may not acquire additional interests in other mineral properties but the Company does not have plans to acquire rights in any specific mineral properties as of the date of this Management’s Discussion and Analysis. Accordingly, the Company has not generated any revenues nor has the Company realized a profit from operations to date and there is little likelihood that the Company will generate any revenues or realize any profits in the short term. Any profitability in the future from the Company's business will be dependent upon locating and exploiting mineral deposits on current properties or mineral deposits on any additional properties that the Company may acquire and subsequent development. The likelihood that any mineral properties that the Company may acquire or have an interest in will contain commercially exploitable mineral deposits is extremely remote. The Company may never discover mineral deposits in respect to current properties or any other area, or the Company may do so and still not be commercially successful if the Company is unable to exploit those mineral deposits profitably. The Company may not be able to operate profitably and may have to cease operations, the price of the Company's securities may decline and investors may lose all of their investment in the Company.

As the Company faces intense competition in the mineral exploration and exploitation industry, the Company will have to compete with its competitors for financing and for qualified managerial and technical employees.

Competition includes large established mining companies with substantial capabilities and with greater financial and technical resources than the Company have. As a result of this competition, the Company may have to compete for financing and be unable to conduct any financing on terms the Company considers acceptable. The Company may also have to compete with the other mining companies for the recruitment and retention of qualified managerial and technical employees. If the Company is unable to successfully compete for financing or for qualified employees, the exploration programs may be slowed down or suspended, which may cause operations to cease as a company.

The Company has a history of losses and have a deficit, which raises substantial doubt about its ability to continue as a going concern.

The Company has not generated any revenues during the nine months ended September 30, 2021 and 2020. The Company will continue to incur operating expenses without revenues if and until the Company engages in commercial operations. Accumulated loss as of September 30, 2021 was $25,813,592 since inception. The Company had cash and cash equivalents in the amount of $769,179 as at September 30, 2021. The Company estimates the average monthly operating expenses to be approximately $50,000 each month. This estimate depends on whether the Company is active or inactive with the work programs. The Company cannot provide assurances that the Company will be

Sienna Resources Inc. For the nine months ended September 30, 2021 – Page 18

able to successfully explore and develop its property interests. If the Company is unable to continue as a going concern, investors will likely lose all of their investments in the Company.

The Company's future is dependent upon its ability to obtain financing and if the Company does not obtain such financing, the Company may have to cease its exploration activities and investors could lose their entire investment.

There is no assurance that the Company will operate profitably or will generate any positive cash flow in the future. The Company will require additional financing in order to proceed with the exploration and, if warranted, development of its properties. The Company will also require additional financing for fees the Company must pay to maintain its status in relation to the rights to the properties and to pay the fees and expenses necessary to operate as a public company. The Company will also need more funds if the costs of the exploration of its mineral claims are greater than the Company has anticipated. The Company will require additional financing to sustain its business operations if the Company is not successful in earning revenues. The Company will also need further financing if the Company decides to obtain additional mineral properties. The Company currently does not have any arrangements for further financing as the Company believes that it is sufficiently funded for the current operations but in future the Company expects to raise additional capital as the needs arise. The Company's future is dependent upon its ability to obtain financing. If the Company does not obtain such financing, its business could fail and investors could lose their entire investment.

The Company's directors and officers are engaged in other business activities and accordingly may not devote sufficient time to the Company's business affairs, which may affect its ability to conduct operations and generate revenues.

The Company's directors and officers are involved in other business activities. As a result of their other business endeavours, the Company's directors and officers will exercise their fiduciary duties and duty of care but nonetheless may not be able to devote sufficient time to the Company's business affairs, which may negatively affect the Company's ability to conduct ongoing operations and its ability to generate revenues. In addition, the management of the Company may be periodically interrupted or delayed as a result of the Company's officers’ other business interests.

RISKS RELATING TO THE COMPANY'S COMMON STOCK

A decline in the price of the Company's common stock could affect its ability to raise further working capital and adversely impact ability to continue operations .

A prolonged decline in the price of the Company's common stock could result in a reduction in the liquidity of its common stock and a reduction in its ability to raise capital. Because a significant portion of operations have been and will be financed through the continued sale of equity securities, a decline in the price of the common stock could be especially detrimental to liquidity and operations. Such reductions may force the Company to reallocate funds from other planned uses and may have a significant negative effect on business plans and operations, including the ability to continue current operations. If the Company's stock price declines, the Company can offer no assurance that it will be able to raise additional capital or generate funds from operations sufficient to meet its obligations. If the Company is unable to raise sufficient capital in the future, the Company may not be able to have the resources to continue normal operations or become insolvent.

The market price for the Company's common stock may also be affected by its ability to meet or exceed expectations of analysts or investors. Any failure to meet these expectations, even if minor, may have a material adverse effect on the market price of its common stock and its operations as a result.

Sienna Resources Inc. For the nine months ended September 30, 2021 – Page 19

Additional Information

The Company files annual and interim reports, information circulars and other information with certain Canadian securities regulatory authorities. The documents filed with the Canadian securities regulatory authorities are available at http://www.sedar.com.