Strategic Metals Ltd. — Management Reports 2021

Nov 25, 2021

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MANAGEMENT DISCUSSION AND ANALYSIS for the Three Months and the Nine Months ended September 30, 2021 (including Subsequent Events to November 25, 2021)

The following discussion and analysis of the results of operations and financial condition of Strategic Metals Ltd. (“Strategic”) for the three months and the nine months ended September 30, 2021 should be read in conjunction with the Strategic audited consolidated financial statements and related notes for the twelve months ended December 31, 2020 and the unaudited consolidated interim financial statements for three months and the nine months ended September 30, 2021. All Strategic financial statements are prepared in accordance with the International Financial Reporting Standards (“IFRS”).

The financial statements include the accounts of Rockhaven Resources Ltd. (“Rockhaven”) and GGL Resources Corp. (“GGL”), the subsidiaries of Strategic (collectively, the “Subsidiary Companies”). The discussions that follow on overall performance, summary financial information, results of operations, liquidity and capital resources and related party transactions, include amounts for Strategic and the Subsidiary Companies, where appropriate.

The discussion in this management discussion and analysis (“MD&A”) related to mineral properties does not include the mineral properties owned by Rockhaven or GGL. The amounts presented for options and warrants do not include options or warrants of the Subsidiary Companies. The value of Strategic’s equity portfolio disclosed herein does not include the value of Strategic’s shareholdings in Rockhaven and GGL.

The common shares of Rockhaven and GGL are listed on the TSX Venture Exchange (the “Exchange”) and both companies file separate financial statements.

Management is responsible for the preparation and integrity of Strategic’s financial statements, including the maintenance of appropriate information systems, procedures and internal controls. Management is also responsible for ensuring that information disclosed externally, including the financial statements and the MD&A is complete and reliable.

Financial statements, MD&A and all other continuous disclosure documents pertaining to Strategic are filed with Canadian securities regulators and are available for review under the Strategic Metals Ltd. profile at www.sedar.com.

FORWARD LOOKING STATEMENTS

Except for statements of historical fact, certain information contained herein constitutes forwardlooking statements. Forward-looking statements are usually identified by Strategic’s use of certain terminology, including “will”, “may”, “expects”, “should”, “anticipates” or “intends” or

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by discussions of strategy or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Strategic’s actual results or achievements to be materially different from any future results or achievements expressed or implied by such forward-looking statements.

Forward-looking statements are statements that are not historical facts, and include but are not limited to, estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to the effectiveness of the Strategic business model; future operations, products and services; the impact of regulatory initiatives on Strategic operations; the size of and opportunities related to the market for Strategic products; general industry and macroeconomic growth rates; expectations related to possible joint or strategic ventures; and statements regarding future performance.

Forward-looking statements used in this MD&A are subject to various risks and uncertainties, most of which are difficult to predict and generally beyond the control of Strategic. If risks or uncertainties materialize, or if underlying assumptions prove incorrect, the actual results may vary materially from those expected, estimated or projected. Forward-looking statements in this MD&A are dependent upon future events or circumstances and those future events or circumstances may not occur. Given these uncertainties, the reader of the information included herein is cautioned not to place undue reliance on such forward-looking statements.

DESCRIPTION OF BUSINESS

Strategic is listed on the Exchange as a Tier 1 company. It is primarily in the business of exploring for metals and minerals but also makes selective investments in other resource companies. Strategic has no producing operations.

Strategic operates primarily under the project generative business model. It researches and acquires quality mineral exploration projects, advances those projects to a drill ready stage and then options or sells such projects to other parties when market conditions are suitable. By optioning or selling interests in its projects to third parties, Strategic recaptures some or all of its acquisition and early stage exploration expenditures and reduces its exposure to the costs and risks associated with drill stage mineral exploration. In consideration, Strategic receives cash payments and/or shares in the capital of the company acquiring the project. Strategic sometimes retains an equity interest in an optioned project but most often retains a royalty interest in any future production of minerals and metals from the project. Strategic occasionally drills a whollyowned project at its own cost where the potential benefits of a mineral discovery appear to significantly outweigh the exploration risks.

As a project generator, Strategic has assembled over 100 wholly-owned mineral properties in Yukon Territory, northern British Columbia and western Northwest Territories. A list of the Strategic projects and the specific properties that comprise those projects is set out in Schedule “A” to this MD&A. For cost accounting purposes, some properties are allocated to specific projects based on geological similarities and geographical location.

Nearly all of these properties have accumulated exploration assessment credits sufficient to keep them in good standing significantly beyond the end of 2021. Only nine of Strategic’s mineral properties are subject to underlying royalty interests and only two are subject to any option or advance royalty payments to any party. The mineral properties collectively host a widely diverse

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suite of mineral exploration targets. See “Research, Property Transactions and Exploration” for additional information.

Strategic also actively manages an equity portfolio comprised of: (i) shares received as consideration under various property option and sale transactions; and (ii) shares purchased in other resources companies, based on internal market research. These equity investments are closely monitored and managed in accordance with internal investment policies. See “Financial Transaction Committee” and “Investment Committee” for additional information.

The Subsidiary Companies all operate independently of Strategic. Rockhaven is actively exploring its wholly-owned Klaza gold-silver project, located in the central Yukon. GGL has for many years concentrated on diamond exploration at a number of projects it owns in the Lac de Gras area of the Northwest Territories; but, due to concerns related to the COVID-19 crisis, it has recently shifted its focus to its McConnell, gold-copper project in central British Columbia and its Gold Point gold-silver project in Nevada.

OVERALL PERFORMANCE

On March 11, 2020, the World Health Organization recognized the novel coronavirus (“COVID19”) as a global pandemic. Strategic continues to evaluate the impact of the outbreak of COVID-19, which could create significant uncertainty for Strategic and its operations. Strategic operates in two Canadian jurisdictions, British Columbia and Yukon Territory. Travel between British Columbia and Yukon is largely unrestricted at the current time. However, effective November 8, 2021, a temporary state of emergency was declared by the Yukon Government in response to increasing COVID-19 infection rates. Under the state of emergency, certain social distancing and face masking requirements were imposed. Travel into the Yukon Territory has not been curtailed, but is discouraged unless essential.

Throughout the COVID-19 pandemic, travel restrictions between British Columbia and Yukon Territory have had a minimal impact on Strategic business operations as all activities in the Yukon Territory have been carried out by contractors based in Yukon Territory.

As of November 25, 2021, Strategic had no debt and had sufficient working capital to cover anticipated administrative overhead costs through 2021. Strategic also had sufficient funds to cover costs related to its generative research, property evaluation and acquisition, and property exploration through 2021. See “Risks and Uncertainties” and “Liquidity and Capital Resources” for additional information.

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SELECTED ANNUAL INFORMATION

	December 31, 2020	December 31, 2019	December 31, 2018
Revenues	Nil	Nil	Nil
Net Income (Loss) attributable to owners	$4,447,045	($1,786,723)	($5,186,228)
Net Income (Loss) per Share -Basic/Diluted	$0.04	($0.02)	($0.06)
Total Assets	$97,019,709	$80,173,877	$74,279,437
Total Long-term Financial Liabilities	Nil	Nil	Nil
Cash Dividends DeclaredperShare	Nil	Nil	Nil

Strategic generated income attributable to common shareholders of approximately $4,447,000 during the year ended December 31, 2020, compared to a loss attributable to common shareholders of approximately $1,787,000 during the comparative year, representing a change of approximately $6,234,000. Income generated for the year ended December 31, 2020, is mainly due to a gain on the deconsolidation of a subsidiary (Terra CO2) in an amount of approximately $4,869,000, as well as an increase in unrealized gains on marketable securities in an amount of approximately $4,808,000 and a decrease in mineral property impairments of approximately $1,279,000.

The overall increase in income was partially offset by an increase in realized losses on the sale of marketable securities in an amount of approximately $2,852,000, an increase in operating expenses of approximately $1,749,000 and an increase in deferred income tax expense of approximately $724,000.

SUMMARY FINANCIAL INFORMATION (for the eight quarters ended September 30, 2021)

The following table shows the results for the last quarter compared to those from the previous seven quarters.

Period Ending	Revenues	Net Income (Loss) attributable to owners	Basic Net Income (Loss) per Share
September 30, 2021	Nil	($3,566,227)	($0.03)
June 30, 2021	Nil	($240,958)	($0.00)
March 31, 2021	Nil	($1,948,292)	($0.02)
December 31, 2020	Nil	$3,496,521	$0.03
September 30, 2020	Nil	$1,561,727	$0.01

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June 30, 2020	Nil	$3,194,780	$0.03
March 31, 2020	Nil	($3,805,983)	($0.04)
December 31, 2019	Nil	($390,947)	($0.00)

RESULTS OF OPERATIONS

Strategic incurred a loss attributable to common shareholders of approximately $3,566,000 during the three months ended September 30, 2021, compared to income attributable to common shareholders of approximately $1,562,000 during the three months ended September 30, 2020, representing a change of approximately $5,128,000. The loss incurred during the three months ended September 30, 2021 is mainly due to an unrealized loss on marketable securities of approximately $2,311,000 compared to an unrealized gain of approximately $4,939,000 during the three months ended September 30, 2020, representing a change of approximately $7,250,000.

The increase in loss between periods was further driven by an increase in loss on investment in associated companies of approximately $408,000 representing the Strategic share of loss in former subsidiary Terra CO2, and equity investee Broden Mining Ltd (a Yukon-based mineral resource exploration company in which Strategic holds a 40% interest). Lastly, Strategic recognized an increase in share-based payments expense of approximately $127,000.

The overall increase in net loss was partially offset by a decrease in realized loss on the sale of marketable securities of approximately $1,658,000 and a decrease in research expenses of approximately $297,000. Furthermore, Strategic recognized a decrease in deferred tax expense of approximately $794,000, from an expense of approximately $171,000 in 2020 to a recovery of approximately $623,000 in 2021.

A contributing factor to the decrease in loss and certain components of operating expenses is the deconsolidation of Terra CO2 which occurred on October 31, 2020. Accordingly, the comparative balances for the three months ended September 30, 2020 include the accounts of Terra CO2, whereas the balances for the three months ended September 30, 2021 do not include the accounts of Terra CO2 (with the exception of the loss on investment in associate discussed above).

LIQUIDITY AND CAPITAL RESOURCES

(a) Working Capital

Strategic had working capital in the amount of $17,108,715 at September 30, 2021 compared to $24,493,430 at September 30, 2020. Working capital consists mainly of consolidated cash and cash equivalents and the value of securities owned by Strategic in a number of junior resource companies, excluding Rockhaven, GGL and Broden Mining Ltd (see Major Shareholdings in Other Companies).

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(b) 2020 Private Placement

On July 8, 2020, Strategic closed the initial tranche of a brokered private placement co-led by Agentis Capital Markets Canada LP and Haywood Securities Inc. (collectively, the “Agents”). The initial tranche consisted of the sale of:

• 4,916,406 flow-through units at a price of $0.64 per unit. Each flow-through unit consisted of one flow-through common share and one common share purchase warrant. Each warrant entitles the holder to purchase one additional Strategic common share at a price of $0.65 until July 8, 2022; and

• 2.23 million non-flow-through units at a price of $0.45 per unit. Each non-flow-through unit consisted of one common share and one common shares purchase warrant. Each warrant entitles the holder to purchase one additional Strategic common share at a price of $0.65 until July 8, 2022

On July 15, 2020, Strategic closed the second tranche of the brokered private placement. The second tranche consisted of the sale of 2,578,594 flow-through units at a price of $0.64 per unit. Each flow-through unit consisted of one flow-through common share and one common share purchase warrant. Each warrant entitles the holder to purchase one common share at a price of $0.65 until July 15, 2022.

Strategic received gross proceeds of $3,146,499.84 from the sale of the initial tranche of flowthrough units and gross proceeds of $1,650,300.16 from the sale of the second tranche of flowthrough units. Total flow-through unit proceeds were $4,796,800. Gross proceeds from the sale of the non-flow-through units were $1,003,500.

Strategic paid aggregate commissions to the Agents related to the initial and second tranches of the placement as follows:

• cash commissions equal to 6% of the gross proceeds from both the initial and second tranches; and

• 583,500 compensation warrants, equal to 6% of the aggregate number of all units sold.

Each compensation warrant entitles the Agents to purchase one compensation unit at a price of $0.45 until July 15, 2022. Each compensation unit consists of one common share and one warrant. Each warrant entitles the Agents to purchase one additional Strategic common share at a price of $0.65 for a period of two years from the date the compensation warrants are exercised.

As of September 30, 2021, $4,702,000 of the flow-through proceeds had been used to fund exploration activities on various mineral properties owned by Strategic. The balance of the 2020 flow-through proceeds will be used to fund 2021 exploration related activities.

(c) Equity Portfolio

Strategic currently holds securities in 25 other publicly traded companies. Although most of the securities in Strategic’s equity portfolio are not subject to any trading restriction, their values can fluctuate widely and at times market liquidity is limited. See “Major Shareholdings in Other

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Companies” and “Risks and Uncertainties” for additional information.

Major Shareholdings in Other Companies

Through direct investment or as a result of mineral property transactions, Strategic has acquired significant equity holdings in the following companies:

(a) Rockhaven

As of November 25, 2021, Strategic held a total of 70,370,212 Rockhaven shares, representing 31.55% of the 223,036,470 issued Rockhaven share capital. These shares had a market value of approximately $7.39 million on that date.

The total value of marketable securities shown in Strategic’s financial statements excludes the value of its Rockhaven holdings. Certain officers and directors of Strategic are also officers and directors of Rockhaven.

(b) GGL

As of November 25, 2021, Strategic held a total of 17,483,400 shares of GGL, representing approximately 38.36 % of the 45,582,553 issued and outstanding common shares of GGL. These shares had a market value of approximately $2.10 million on that date. All GGL shares held by Strategic are for investment purposes.

The total value of marketable securities shown in Strategic’s financial statements excludes the value of its GGL holdings. Certain officers and directors of Strategic are also officers and directors of GGL. The majority of the directors of GGL are independent of the Strategic board of directors.

(c) Silver Range Resources Ltd. (“Silver Range”)

As of November 25, 2021, Strategic held a total of 15,263,673 shares of Silver Range, representing approximately 18.02% of the 84,708,923 issued and outstanding common shares of Silver Range. These shares had a market value of approximately $2.21 million on that date. All Silver Range Resources securities are held by Strategic for investment purposes.

Certain officers and directors of Strategic are also officers and directors of Silver Range.

(d) Precipitate Gold Corp. (“Precipitate”)

As of November 25, 2021, Strategic held 20,391,327 common shares of Precipitate, representing approximately 19.05% of the 107,068,031 issued and outstanding Precipitate common shares. These shares had a market value of approximately $1.84 million as of that date. All Precipitate securities are held by Strategic for investment purposes.

Precipitate operates independently of Strategic and there are no common officers or directors between the two companies. Precipitate is not a subsidiary of Strategic.

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(e) Trifecta Gold Ltd. (“Trifecta”)

As of November 25, 2021, Strategic held 6,906,318 common shares of Trifecta, representing approximately 8.62% of the 80,099,286 issued and outstanding Trifecta common shares. These shares had a market value of approximately $483,000 as of that date. All Trifecta securities are held by Strategic for investment purposes.

Although certain officers and directors are common to both companies, the majority of the Trifecta directors are independent of the Strategic board of directors.

(f) Honey Badger Silver Inc. (“Honey Badger”)

As of November 25, 2021, Strategic held 34,804,718 common shares of Honey Badger, representing approximately 19.59% of the 177,688,639 issued and outstanding Honey Badger common shares. These shares had a market value of approximately $2.26 million as of that date. All Honey Badger securities are held by Strategic for investment purposes.

Although there is one director common to both companies, the majority of the Honey Badger directors are independent of the Strategic board of directors.

(g) Broden Mining Ltd. (“Broden”)

As of November 25, 2021, Strategic held 4,944,444 common shares of Broden representing approximately 35.67% of the 13,861,110 issued and outstanding Broden common shares. Broden is a private company whose market value has not yet been determined. All Broden shares are held by Strategic for investment purposes.

Although there is one director common to both companies, the majority of the Broden directors are independent of the Strategic board of directors.

Broden is working with the Ross River Dena Council to complete the acquisition of a large package of land ("Vangorda Lands") in the Faro mining district in southern Yukon. The Vangorda Lands host several deposits containing zinc, lead, silver and other metals. There is excellent exploration potential in the area for additional discoveries. The reader is directed to a joint news release from the Government of Canada, Ross River Dena Council and Broden dated August 30, 2021 for additional information.

(h) Terra CO2 Technology Holdings (“Terra”)

As of November 25, 2021, Strategic held 15,000,001 common shares of Terra, representing approximately 21.90% of the issued and outstanding Terra common shares. Terra is a private company whose market value has not yet been determined. All Terra shares are held by Strategic for investment purposes.

Terra is developing alternative cementitious material (“ACM”) as an environmentally-sensitive alternative to Portland cement. It is also developing new technologies relating to supplemental cementitious material (“SCM”), which is used in conjunction with Portland cement. Terra’s ACM research is in the field of geopolymer cement, also known as alkali-activated materials (AAM).

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OFF-BALANCE SHEET ARRANGEMENTS

Strategic does not utilize off-balance sheet arrangements.

ROYALTY INTERESTS

Strategic currently holds royalty interests in the following eleven mineral properties:

Property Name	Location
Hyland Gold	Yukon
REE	Yukon
Cord	Yukon
Has	Yukon
Teach	Yukon
Gram	Yukon
Reef	Yukon
Li	Yukon
Groundhog	Yukon
Plata	Yukon
Hy	Yukon

A detailed discussion regarding most of these royalty interests is not presented in this MD&A as the majority of these mineral properties are relatively inactive at the present time.

CORPORATE PLANS AND POLICIES

Share Buy-Back Plan

In January 2008, Strategic implemented the first of a series of Normal Course Issuer Bids (each a “Buy-back Plan”) pursuant to the provisions of Exchange Policy 5.6. The current Buy-back Plan commenced on December 3, 2020 and will expire on December 2, 2021. The Buy-back Plan will be renewed once the current plan expires. Under the current Buy-back Plan, Strategic is entitled to purchase that number of its common shares equal to 10% of the current “public float” (shares not held by insiders, associates or affiliates of Strategic).

At management’s discretion, unallocated working capital may be used to purchase Strategic shares. No shares have been purchased under the current Buy-back Plan. Since January 2008, a total of 7,044,000 shares have been purchased under all Buy-back Plans.

Shareholder Rights Plan

At the December 20, 2020 annual general and special meeting, Strategic shareholders reconfirmed a shareholder rights plan, designed to provide Strategic shareholders with full and fair value in the event of a possible take-over bid for its common shares. The original rights plan was ratified by Strategic shareholders at the July 11, 2014 annual general and special meeting. The full text of the rights plan is available under the Strategic profile at www.sedar.com.

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Advance Notice Policy

On October 21, 2013, Strategic shareholders adopted an advance notice policy (the "Policy"), which among other things, requires advance notice to Strategic in circumstances where nominations of persons for election to the board of directors are made by shareholders of Strategic. The full text of the Policy is available under the Strategic profile at www.sedar.com.

Financial Transaction Committee

In July 2011, Strategic established a financial transaction committee (the “Transaction Committee”) which is authorized to undertake transactions valued between $2 million and $10 million. Financial transactions with values of less than $2 million are dealt with by Strategic management in the ordinary course of business. Transactions with a value in excess of $10 million require formal approval by the board of directors.

The Transaction Committee consists of three board members appointed by the Strategic board of directors. Additional non-board members may also be appointed. Decision making authority is restricted to the three board members of the committee. Non-board members act in an advisory capacity only. In addition to the dollar value, all transactions undertaken by the Transaction Committee must comply with the specific parameters set out in the July 2011 mandate document.

Investment Committee

In November 2008, Strategic established an investment fund (the “Fund”) through which it buys and sells the shares of other resource companies, based on Strategic’s market research. The Fund is managed by a three-member investment committee (the “Investment Committee”). The activities of the Investment Committee are carried out in accordance with a set of formal investment guidelines.

Although the Investment Committee is authorized to reinvest any gains made within the Fund, Strategic’s original working capital exposure within the Fund may not exceed $2 million.

TRANSACTIONS WITH RELATED PARTIES

Management

The following figures are consolidated and include the accounts of Rockhaven and GGL. During the three months ended September 30, 2021, legal fees and disbursements totalling $42,268 were incurred with a personal law corporation controlled by Glenn R. Yeadon (“Yeadon”), the Secretary and a director of Strategic, compared to $84,941 incurred during the three months ended September 30, 2020. During the nine months ended September 30, 2021, legal fees and disbursements totalling $108,354 were incurred with Yeadon, compared to $163,371 incurred for the nine months ended September 30, 2020.

The following figures are consolidated and include the accounts of Rockhaven and GGL. During the three months ended September 30, 2021, $46,000 in accounting fees were incurred with Donaldson Brohman Martin, Chartered Professional Accountants, compared to $57,041 incurred during the three months ended September 30, 2020. During the nine months ended

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September 30, 2021, accounting fees and disbursements totalling $131,200 were incurred with Donaldson Brohman Martin, compared to $148,659 incurred for the nine months ended September 30, 2020. Donaldson Brohman Martin is an accounting firm in which Larry Donaldson, the Strategic Chief Financial Officer is a partner.

The following figures are consolidated and include the accounts of Rockhaven. During the three months ended September 30, 2021, management fees totalling $17,500 were paid to Ian Talbot, Strategic’s Chief Operating Officer, compared to $18,420 paid during the three months ended September 30, 2020. During the nine months ended September 30, 2021, consulting fees totalling $59,500 were paid to Talbot, compared to $53,615 incurred for the nine months ended September 30, 2020.

During the three months ended September 30, 2021, advisory fees totalling $3,000 were paid to Bruce Kenway (“Kenway”), a director of Strategic, compared to $3,000 paid during the three months ended September 30, 2020. During the nine months ended September 30, 2021, advisory fees totalling $9,000 were paid to Kenway, compared to $9,000 incurred for the nine months ended September 30, 2020.

During the quarter ended September 30, 2021, fees for management services totalling $26,460 were paid to Drechsler Consulting Ltd. (“Drechsler”), a private British Columbia corporation controlled by Richard Drechsler, the Vice-President of Communications of Strategic, compared to $25,020 paid during the three months ended September 30, 2020. During the nine months ended September 30, 2021, fees for management services totalling $69,120 were paid to Drechsler, compared to $89,325 paid during the nine months ended September 30, 2020.

Archer Cathro

The following figures are consolidated and include the accounts of Rockhaven and GGL. During the three months ended September 30, 2021, $1,587,335 in costs related to mineral property acquisition, exploration and evaluation, management, office rent and administration were billed by Archer Cathro compared to $1,893,239 billed by Archer Cathro during the three months ended September 30, 2020. During the nine months ended September 30, 2021, $2,846,941 in costs related to mineral property acquisition, exploration and evaluation, management, office rent and administration were billed by Archer Cathro, compared to $2,675.303 billed for the nine months ended September 30, 2020.

Archer Cathro is a private geological consulting firm with offices in Vancouver and Squamish, British Columbia and Whitehorse, Yukon. Douglas Eaton is a director of Archer Cathro and a director and officer of Strategic, Rockhaven, Silver Range, Broden and GGL.

Douglas Eaton is not an employee of Strategic or the Subsidiary Companies and does not receive any salary, bonuses or benefits directly from Strategic or the Subsidiary Companies other than by way of incentive stock options. Mr. Eaton receives indirect compensation from Strategic and the Subsidiary Companies through his interest in Archer Cathro. This indirect compensation depends on Archer Cathro’s profitability and is highly variable, because of the cyclical nature of the mineral exploration industry. Archer Cathro’s profits are only partially derived from the exploration activities of Strategic and the Subsidiary Companies and are strongly influenced by the amount of work it does on behalf of other companies and capital outlays it must make to sustain its business. Mr. Eaton’s interest in Archer Cathro has varied between 20 and 100% at various times since he became a partner in 1981 and he currently holds a minority interest.

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Archer Cathro does not: (i) own any shares or warrants of Strategic or the Subsidiary Companies; or (ii) hold any interests or royalties relating to any of the mineral properties of Strategic or the Subsidiary Companies. The majority of the mineral properties owned by Strategic and the Subsidiary Companies are registered in the name of Archer Cathro and are held by Archer Cathro as bare trustee for the applicable company under the terms of various trust indentures. In addition to holding legal title to mineral properties for Strategic and the Subsidiary Companies, Archer Cathro provides the following administrative services related to the applicable mineral properties: (i) mineral tenure management; (ii) the filing of annual assessment reports; and (iii) the management of land use (exploration) permits.

None of Strategic or the Subsidiary Companies has any contractual obligation to use Archer Cathro’s exploration or administrative services and Archer Cathro’s continued engagement depends entirely upon the approval of the board of directors of Strategic, Rockhaven or GGL, as applicable. Exploration and administrative activities conducted by Archer Cathro are designed and monitored by the senior management of Strategic, Rockhaven or GGL, as applicable, and are approved by the applicable company’s board of directors (the majority of whom are independent of management). Formulation of exploration programs begins with a review of previous exploration results and assessment needs by management of the applicable company, who then instruct Archer Cathro geologists to prepare draft exploration programs and budgets, which are submitted to management for review and, where necessary, revised before final proposals are taken to the applicable company’s board of directors for consideration and approval.

The exploration and administrative fees paid by Strategic to Archer Cathro are based on a schedule of fees prepared by Archer Cathro and agreed to in advance by Strategic. These fees are periodically reviewed by Strategic management and independent members of Strategic’s board of directors to ensure that the fees are at or below industry standard rates.

Included in the fees paid to Archer Cathro for the three months ended September 30, 2021 is rent for furnished space in Archer Cathro’s Vancouver office. Office rental fees are charged on a month-to-month basis with no ongoing contractual obligation on the part of Strategic or any of the Subsidiary Companies to continue to occupy current office space. The monthly office rental individually paid by Strategic and each of the Subsidiary Companies amounts to less than 20% of Archer Cathro’s monthly lease costs for its Vancouver office. The rental payments and administrative fees also entitle Strategic and the Subsidiary Companies to use space in Archer Cathro’s Squamish office and its Whitehorse office, warehouse and storage compound, at no additional cost to any of the companies.

The ongoing relationship between Archer Cathro and Strategic includes access to Archer Cathro’s proprietary exploration data base. This data base has been assembled by Archer Cathro over its 56 years of operation. Strategic does not pay Archer Cathro for access to the data base and such data is made available on a voluntary, goodwill basis by Archer Cathro. Archer Cathro is paid for the time its geologists spend researching the data, but it and its geologists do not receive any cash bonuses, shares or royalty interests as compensation for access to the data base or for the identification of attractive exploration targets that result from the data base research. Most of the current mineral properties held by Strategic were acquired on the basis of research done by Archer Cathro geologists.

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Although much of the exploration work done by Strategic is conducted by Archer Cathro, there is no contractual obligation that Archer Cathro be used. In many instances, Strategic, the Subsidiary Companies and companies that have optioned mineral properties from Strategic have used other consulting groups to conduct exploration on their behalf.

RISKS AND UNCERTAINTIES

In conducting its business, Strategic faces a number of risks and uncertainties related to the mineral exploration and technologies industries. Some of these risk factors include risks associated with land title, patents, research, exploration and development, government and environmental regulations, permits and licenses, competition, fluctuating metal prices, the requirement and ability to raise additional capital through future financings and price volatility of publicly traded securities.

(a) Title Risks

Although Strategic, Rockhaven and GGL has each exercised due diligence with respect to determining title to the properties in which it has a material interest, there is no guarantee that title to such properties will not be challenged or impugned. Third parties may have valid claims underlying portions of property interests held by Strategic, Rockhaven or GGL. Mineral claims, permits or tenures may be subject to prior unregistered agreements or transfers or to First Nations issues. Title to the claims, permits or tenures comprising the properties held by Strategic, Rockhaven or GGL may also be affected by undetected defects. If a title defect exists, it is possible that Strategic, Rockhaven or GGL, may lose all or part of its interest in the property to which such defect relates.

(b) Exploration and Development

Resource exploration and development is a highly speculative business, characterized by a number of significant risks including, but not limited to, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production.

(c) Environmental Regulations, Permits and Licenses

The operations of Strategic and the Subsidiary Companies may be subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas that would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental and socio-economic impact assessments. Environmental legislation is evolving in a manner that means standards are stricter, and enforcement, fines and penalties for noncompliance are more stringent.

Strategic’s operations are carried out in accordance with various permits including, but not limited to, surface use, surface disturbance and water use. Permits are issued by the provincial, territorial or municipal agency having jurisdiction over the matter for which a permit is sought. The issuance of an applicable permit is not guaranteed and Strategic’s operations may be

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delayed, suspended or prohibited from commencing if the necessary permits cannot be obtained in a timely manner or at all.

(d) Competition

The mineral exploration industry is intensely competitive in all its phases, and Strategic and each of the Subsidiary Companies competes with other companies, some of which have greater financial and technical resources. Competition could adversely affect the ability of Strategic or any of the Subsidiary Companies to acquire suitable properties or prospects in the future.

(e) Fluctuating Metal and Mineral Prices

Factors beyond the control of Strategic have a direct effect on global metal and mineral prices, which can fluctuate widely. Consequently, the economic viability of any of exploration projects held by Strategic, Rockhaven or GGL, and that company’s ability to finance the development of a project cannot be accurately predicted and may be adversely affected by fluctuations in metal and mineral prices.

(f) Impact of Epidemics

All of Strategic’s operations are subject to the risk of emerging infectious diseases including COVID-19. Any outbreak or threat of an outbreak of a virus or other contagions or epidemic diseases could have a material adverse effect on Strategic’s business and financial condition.

(g) Future Financings

The continued operation of Strategic and the Subsidiary Companies will be dependent in part upon the ability of each to generate operating income and to procure additional financing. Historically, Strategic and the Subsidiary Companies have obtained much of their income through equity financing.

Fluctuations of global equity markets can have a direct effect on the ability of exploration companies to finance project acquisition and development through the equity markets. There can be no assurance that funds from Strategic’s current, non-equity financing related revenue sources can be maintained or that other forms of financing can be obtained at a future date. Failure to obtain additional financing on a timely basis may cause Strategic or any of the Subsidiary Companies to postpone exploration or development plans, forfeit rights in some or all of its properties or joint ventures, or reduce or terminate some or all of its operations.

(h) Price Volatility of Publicly Traded Securities

The impacts of the COVID-19 pandemic have resulted in significant market volatility and uncertainty throughout 2020 and so far in 2021. With the uncertainty, investors sought safehaven assets such as gold which increased in price, particularly during the second half of 2020. During 2021 concern about the pandemic has gradually lessened and there has been a corresponding increase in economic activity, which has resulted in increased demand for a wide spectrum of metals. This improved outlook for metals has enabled mineral exploration companies to again access capital, however there can be no assurance that market prices for

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securities of mineral exploration companies will continue to improve in the intermediate or long term.

CRITICAL ACCOUNTING ESTIMATES AND FINANCIAL INSTRUMENTS

Strategic prepares its financial statements in conformity with IFRS. Strategic lists its significant accounting policies and its financial instruments in Notes 2 and 15, respectively, to its annual audited consolidated financial statements for the twelve months ended December 31, 2020. Of the accounting policies, Strategic considers the following policy to be the most critical to the reader’s full understanding and evaluation of Strategic’s reported financial results.

Deferred Exploration Costs

Strategic is in the exploration stage with respect to its investment in natural resource properties and accordingly follows the practice of capitalizing all costs related to each exploration project, until such time as the project is put into commercial production, sold or abandoned. Management reviews capitalized costs on its mineral properties for signs of impairment both quarterly and annually and will recognize impairment in value based upon current exploration results and upon management’s assessment of the future probability of profitable revenues from production on the mineral properties or proceeds from the sale or option of the mineral properties.

MANAGEMENT AND BOARD OF DIRECTORS

There were no changes to the Strategic board of directors or management during the three months ended September 30, 2021 or subsequent to that period.

INVESTOR RELATIONS

Investor relations activities are performed by Strategic management and Red Cloud Financial Services Inc. (“Red Cloud”).

By agreement dated January 26, 2021, Red Cloud was retained by Strategic to organize and administer road shows, draft additional marketing materials, manage Strategic’s social media, provide traditional media support and assist in the creation of video content for exclusive use on Red Cloud TV. Under the agreement, Red Cloud is paid $10,000 per month for a minimum of twelve months, with the engagement to be automatically reviewed on a month-to-month after the first year. The engagement may be terminated by either party upon one month's written notice to the other party after the first year.

Red Cloud was also granted an incentive stock option entitling it to purchase up to 500,000 common shares in the capital of Strategic for a period of two years at an exercise price of $0.45 per share. The options vest on a quarterly basis over a period of 12 months. Red Cloud currently holds no Strategic common shares and has no direct relationship with Strategic other than as noted above.

RESEARCH, PROPERTY TRANSACTIONS AND EXPLORATION

The following are summaries of Strategic’s various property interests.

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(1) Wholly Owned Properties

As a project generator, Strategic has assembled a portfolio of over 100 wholly-owned mineral properties in Yukon Territory, British Columbia and western Northwest Territories. Exploration activities by Strategic on its properties are conducted on a selective basis with priority given to: (i) claim blocks requiring assessment work; and (ii) properties that host commodities and deposit types which management believes are most attractive under the prevailing equity market conditions. General information concerning Strategic’s mineral properties is available on its web site www.strategicmetalsltd.com and National Instrument 43-101 technical reports for some of the properties can be viewed at www.Sedar.com.

Strategic has received land use approvals that will permit advanced exploration activities at 14 of its mineral projects in Yukon. These multi-year approvals contemplate tens to hundreds of drill holes and other related work, at each project. The approvals should allow Strategic or optionees to rapidly advance promising discoveries.

2021 Exploration Program

Strategic worked on a number of its wholly owned mineral properties during the 2021 exploration season. Total 2021 exploration expenditures will be approximately $1.6 million by the end of December, 2021. The 2021 exploration program was formally announced on June 14, 2021. Most of the planned work has been completed. Analytical results have only been received for a few of the properties to date. Descriptions of 2021 work programs at key projects and results available as of November 25, 2021.

Kluane Project

The Kluane project is comprised of five separate properties. Three of those properties, the Mint, the Nikki and the Kluane properties all received exploration work during 2021 and are summarized below.

(a) Mint Property

On August 11, 2021, Strategic announced the results from detailed geological mapping and rock sampling program at its Mint porphyry copper-gold-silver-molybdenum property located in southwestern Yukon. Highlights from the program included:

• delineation of a 300 m by 300 m zone featuring strong alteration and abundant wellmineralized, sheeted and stockwork veinlets, 800 m north of a 2012 diamond drill hole that averaged 0.204 g/t gold over its entire 331 m length; and

• numerous high values from rock samples collected within the newly defined zone, which include 2.3% copper, 1.365 g/t gold, 32 g/t silver and 0.337% molybdenum.

Results from the 2021 mapping combined with results from earlier work suggest that the Mint property hosts a large, high-level porphyry system and that the core of the system may lie to the north of the area that was drilled in 2012.

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The Mint property is wholly-owned by Strategic and is not subject to any underlying royalty interests. It lies 26 km south of the Alaska Highway, within the traditional territory of the White River First Nation. The property area is comprised of 250 mineral claims and covers an area of approximately 5,000 hectares (50 km[2] ).

The Mint property is believed to be one of the youngest porphyry systems in the Canadian Cordillera. It is hosted in an Oligocene-age unit comprised of basalt flows and basaltic to andesitic tuffs, which are cut by nearly coeval, fine to medium grained, hornblende granodiorite to diorite intrusions and porphyritic dykes of variable composition.

Strategic staked the Mint property in 2010 and subsequently conducted preliminary geological mapping, soil geochemical surveys and geophysical surveys (magnetics, radiometrics and induced polarization (IP)). The soil sampling outlined a large gold-copper-molybdenum anomaly, which partially coincides with a 1500 m diameter magnetic anomaly that is cored by an area of very high response. The radiometric survey identified an 800 m by 1200 m potassium high about 500 m north of the core of the magnetic anomaly.

In 2012, five, widely-spaced diamond drill holes (totalling 1,768 m) were completed, primarily targeting magnetic, chargeability and resistivity features identified by the magnetic and IP surveys. The best results were obtained from hole M12-03 on the northern edge of the drill area, which averaged 0.204 g/t gold over its entire 331 m length, including 53 m that averaged 0.556 g/t gold near the bottom of the hole. All of the holes intersected porphyry-style alteration, with the best mineralized hole containing long intervals of predominantly phyllic alteration with localized areas of potassic alteration and brecciation. Copper and molybdenum values were near background to slightly elevated in all holes. Despite the encouraging gold results, the property has seen relatively little work since the drill program.

In July 2021, Strategic sent a crew to the property to perform detailed mapping and rock sampling within a promising target that lies 800 m north of the area where the maiden drill program was conducted in 2012. The work identified a 300 m by 300 m area containing porphyry-style alteration and veining with abundant copper mineralization. It appears that early stage potassic alteration is over-printed by lower temperature, higher level alteration, suggesting that the system may be telescoped. The crew reported that every outcrop in the area is altered and that porphyry-style veining is ubiquitous, comprising up to 50% of the rock by volume in some exposures. Chalcopyrite, pyrite and rare molybdenite occur within veins, and chalcopyrite is present in wall rocks where veins form more than 20% of the rock. Sulphide mineralization has been weathered to limonite in many locations.

A total of 45 rock samples were collected in 2021 and of these 16 graded better than 0.1% copper, 11 assayed 0.1 g/t or higher gold, 9 returned 5 g/t or better silver and 11 yielded more than 0.01% molybdenum. Peak values are 2.3 % copper, 1.365 g/t gold, 32 g/t silver and 0.337% molybdenum.

The majority of the strongly elevated 2021 results were from samples collected within the newlydefined northern target. The average values for the 26 rock samples collected in 2021 from the northern target are 0.32% copper, 0.088 g/t gold, 5.7 g/t silver and 0.038% molybdenum. A compilation of 2021 and historical results shows that surface rock sample values for all four metals are generally much higher within the northern target than the area that was drilled in 2012.

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(b) Nikki Property

As part of its 2021 exploration program, Strategic has completed a geological mapping and soil geochemical sampling at the Nikki property. The property is located in southwestern Yukon, 25 km northwest of the Mint property and 16 km west of the Alaska Highway. The property is comprised of 40 mineral claims, encompassing 800 hectares (8 km[2] ), and is located within the traditional territory of the White River First Nation.

The Nikki area was first staked in 1910, making it one of the oldest mineral occurrences in western Yukon, but little exploration was done on it prior to Strategic staking its claims in 2004, despite the fact that it was recognized as a porphyry target in the late 1960s soon after Western Copper and Gold’s Casino deposit was discovered 120 km to the northeast.

The Nikki porphyry system is hosted in a northwesterly-elongated, early Cretaceous intrusive complex composed of tabular bodies of fine grained diorite and younger porphyritic granodiorite, which intrude a section of Paleozoic argillites with minor limestone lenses. A system of Miocene porphyry dykes cut the older intrusions and sedimentary wallrocks. The target is marked by very strong copper and gold stream sediment anomalies, a magnetic high and a large gossan.

Work by Strategic has defined a 2,000 m long by up to 1,100 m wide soil geochemical anomaly that is cored by high copper values with scattered anomalous values for lead, zinc and silver on the northern and eastern flanks. Gold-in-soil values are strong within the porphyry but are also high on the flanks where mineralized skarns and veins have been noted. Peak soil values are 3,060 ppm copper, 1,590 ppb gold, 45.5 ppm silver, 4,970 ppm lead and 3,950 ppm zinc.

Results from geophysical surveys (magnetic, radiometric and induced polarization) at the Nikki property were also encouraging. A pronounced magnetic high that coincides with the diorite/granodiorite complex is locally accompanied by strong radiometric highs that are attributed to potassic alteration, and areas of moderate chargeability. The geological setting, soil geochemical patterns and geophysical response are all consistent with a high-level alkalic porphyry system.

A total of seven shallow diamond drill holes have tested the upper portion of the porphyry target, with two holes in 1971 totalling 290 m, four holes in 2010 totalling 1308 m and one hole in 2012 reaching 298 m. All of the holes contain porphyry style alteration and mineralization. The 1971 holes were not analyzed for gold but return promising copper values, with one hole averaging 0.15% over 150 m and the other 0.12% over 140 m. The best results from the 2010 and 2012 drilling came from the bottom of hole 10-02, which averaged 0.13% copper and 0.076 g/t gold over the last 64 m. Nearby hand trenches also produced encouraging results with chip samples from one trench grading 0.38% copper and 0.364 g/t gold over its entire 6 m length and those from the other trench averaging 0.47% copper and 0.194 g/t gold over its 8 m length.

Little effort has been directed towards evaluating precious metal mineralization in skarns and veins on the fringes of the porphyry system. Most of the gold-enriched rock samples taken on the property were collected up-slope to the northeast of the drill holes. The best gold-in-rock result came from a chip sample across part of a copper-bearing skarn exposure, located about 500 m north of the historical drill holes, which returned 11.95 g/t gold over 2 m. The strongest gold-in-

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soil values approximately coincide with a broad area characterized by high potassium radiometrics and moderately strong magnetics.

• (c) Kluane Property

On October 5, 2021, Strategic announced the results from a program of geological mapping, prospecting and hand trenching at the Kluane gold project. The project hosts an extensive system of high-grade gold veins, one of which, the Rikus Vein was trenched in 2021.

Highlights from 2021 trenching at the Rikus Vein included:

• 20.54 g/t gold over 2.1 m including 40.5 g/t over 0.98 m;

• 13.84 g/t gold over 2 m including 27.2 g/t gold over 1 m;

• 8.60 g/t gold over 5 m including 18.6 g/t over 2 m;

• 7.83 g/t gold over 1.65 m including 20.6 g/t gold over 0.57 m; and

• 6.48 g/t gold over 2.2 m including 11.25 g/t gold over 1.2 m.

The Kluane project is located in southwestern Yukon, 45 km north-northwest of Haines Junction, 29 km west of the Aishihik hydro-electric dam and 10 km from the closest road. It lies within the Traditional Territory of the Champagne and Aishihik First Nation, which have signed a land claim agreement with Yukon and Canada and an exploration benefits agreement with Strategic. The project comprises 279 contiguous mineral claims encompassing an area totalling approximately 5550 hectares (55.5 sq. km.).

The Kluane vein system straddles the Kluhini River thrust fault, which juxtaposes Cretaceous and older, schist and paragneiss units of Kluane schist to south with granodiorite and quartzdiorite phases of the Paleocene, Ruby Range batholith to the north. Mineralized veins have been discovered across the entire project area, in both the metamorphic and intrusive rocks. The 2021 hand trenches are located in the southeastern part of the claim block where the veins are discordant to foliation and layering in the metamorphic host rocks. The trenches and nearby historical drill holes trace the mineralization over a length of 710 m and through a vertical range of 185 m.

The results from the 2021 trenches are set out in the table below. Historical drilling results support the trench results, but the relatively shallow, small diameter holes had poor core recoveries, averaging about 50% in vein material.

Trench	Length	Au(g/t)
TR-21-01	3.00	1.09
TR-21-02	2.00	1.14
TR-21-03	2.10	20.54
Including	0.98	40.50
TR-21-04	2.20	6.48
Including	1.20	11.25
TR-21-05	5.00	8.60

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	Including	2.00	18.60
	TR-21-06	2.00	13.84
	Including	1.00	27.20
	TR-21-07	1.65	7.83
	Including	0.57	20.60
	TR-21-08	4.00	2.22
	Including	1.00	8.36

Mineralized veins contain sulphide minerals and occasionally coarse native gold, in a gangue comprised of milky white, granular to massive quartz and lesser, tan to cream carbonate. The sulphide minerals occur as disseminations and in semi-massive bands. Arsenopyrite is by far the most abundant sulphide mineral but traces of galena, chalcopyrite and pyrite have been noted. Most mineralized veins are scorodite-stained at surface because sulphide minerals are usually wholly or partially oxidized. Mineralized veins rarely outcrop and are usually marked by northtrending recessive topographic linear features. Samples of mineralized vein material typically contain greater than 5 g/t gold, with the highest grade rock sample assaying 225 g/t gold.

Soil geochemical sampling has outlined numerous strong anomalies for gold and/or arsenic, some of which form relatively continuous bands that are more than 2,000 m long. Several of the soil anomalies coincide with the surface traces of known veins, but many others are unexplained. Peak soil values are 3,280 ppb gold and 7,350 ppm arsenic. A horizontal-loop electromagnetic (HLEM) survey that was conducted over part of the property identified a number of conductors, which coincide with known veins and soil geochemical anomalies. Some of these conductors are in areas of deep and/or frozen overburden, which hampered prospecting and trenching efforts. Property wide LiDAR imaging has highlighted several recessive linear features that have not been systematically prospected or soil sampled.

Age dating and tectonic reconstruction to allow for displacement along the nearby Denali fault suggest that the veins at the Kluane project may belong to the same metallogenic event as the highly-productive orogenic veins of the Juneau gold belt, located to the south in Alaska. Mines in the Juneau belt produced at total of 6.7 million oz of gold prior to 1945 and production continues at the Kensington Mine, operated by Coeur Mining. However, magnetic data and strong positive correlations of gold with tungsten and bismuth suggest that there may also be some over-printing by an intrusion-related hydrothermal system at the Kluane project.

(d) Alotta Project

In July of 2021, Strategic completed a prospecting and soil sampling program at the Alotta porphyry gold-copper-molybdenum project, located in the Dawson Range porphyry belt of southwestern Yukon. The Alotta project lies 40 km south of Western Copper and Gold's Casino porphyry project, which hosts a 2.4 billion tonne measured and indicated resource containing 7.6 billion pounds of copper (0.14%), 811 million pounds of molybdenum (0.017%) and 14.5 million ounces of gold (0.19 g/t). Rio Tinto recently invested $25.6 million in Western Copper and Gold to fund further work at the Casino Deposit.

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The Alotta project is marked by a broad magnetic low that corresponds to a zone of high-level dykes, brecciation and pervasive phyllic and potassic alteration, which are developed within a portion of a large pluton mainly composed of magnetite-bearing, coarse-grained granodiorite. The magnetic low is the result of sulphide replacement of magnetite within the alteration zone.

The 2021 results build upon work that Strategic has done at Alotta over the past three summers. Positive results from successive programs prompted corresponding expansions to the claim block and the property now consists of 74 mineral claims covering over 1,500 hectares. Collectively the soil geochemical sampling surveys have outlined a very large target that demonstrates classic porphyry zonation, with a 4,200 m long by up to 1,500 m wide core of strong copper and molybdenum values flanked by lead-zinc-silver anomalies. Highly elevated gold values, which reach a maximum of 2,680 ppb, occur throughout the entire area of grid sampling and likely delineate the porphyry mineralization and fringing vein systems. The area of anomalous soil geochemistry closely coincides with the magnetic low.

The Alotta property is located in an unglaciated portion of Yukon, which is characterized by deep weathering. There is almost no outcrop on the property and most parts of it are well vegetated. Work by the Yukon Geological Survey has shown that residual soils in much of the Dawson Range are covered by a thick layer of eluvium and younger volcanic ash. These features, coupled with localized leaching of metals (particularly copper) from near surface rocks, often dampen the intensity of soil geochemical response and hamper prospecting and mapping. In spite of these limitations, soil sampling at Alotta has yielded highly prospective results and rock sampling has returned elevated gold values that are consistent with expected porphyry grades, including a 2021 sample that assayed 8.73 g/t gold.

No drilling or mechanized trenching has been done at the Alotta project to date. Now that the area of geochemically anomalous response has been outlined, Strategic believes that the next stage of exploration should consist of deep array induced polarization surveys, coupled with detailed magnetic and radiometric surveys. A maiden diamond drill program should be undertaken following comprehensive interpretation of geophysical, geochemical and geological data.

(e) Bix and Oli Projects

The Oli and Bix projects are located in the Tombstone/McQuesten mineral belt of central Yukon, which hosts active mines, past producers and undeveloped deposits that contain a variety of metals including gold, silver, base metals and critical metals. Production has come from hardrock and placer deposits, and spans more than a century.

All of the major mineral deposits in the Tombstone/McQuesten belt are associated with midCretaceous to early Tertiary intrusive activity. Hard-rock deposits in the belt include Alexco’s Keno Hill silver-lead-zinc mines, Victoria Gold’s Eagle gold mine and Mar tungsten deposit, St. James’ Florin gold deposit, Banyan’s AurMac gold deposit and Golden Predator’s Brewery Creek gold mine. Many creeks within the belt have yielded significant placer gold production and one has been mined for tin and gold.

The tin mineralization in the belt typically occurs as cassiterite hosted in veins, breccia zones and skarns. Mapping done by the Yukon Geological Survey suggests that the tin is related to twomica granites and quartz monzonites of the peraluminous McQuesten plutonic suite (64-67 Ma).

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The Oli project is located on the south-side of the McQuesten River and is connected by a bulldozer trail to roads servicing nearby placer operations. The area of interest lies on a vegetated, north-facing slope that is mostly blanketed by glacial overburden. Bedrock exposures are limited to creek cuts and old bulldozer trenches dating to exploration done in the late 1970s and early 1980s.The target was first identified by a stream sediment pan concentrate sample that assayed 7.4% tin and 1.9% WO3 (tungsten trioxide). Follow-up prospecting and soil sampling outlined targets that were partially tested by trenching and 12 diamond drill holes. Several of the holes contained well-mineralized, skarn and vein intervals, with the best intervals grading 1.0% tin over 6.0 m, 0.31% tin over 10.4 m and 15.0% tin over 0.80 m.

Soil sampling and prospecting by Strategic have confirmed earlier results and shown that the tin usually occurs with elevated silver and zinc. Copper, cobalt and gold values are locally elevated in some trenches, but are not closely correlated with tin, suggesting that two or more phases of mineralization may be present. Rock samples collected by Strategic from bedrock exposed in trenches returned promising results for several metals including 0.33% tin, 4.0 g/t gold, 921 g/t silver, 0.51% cobalt, 0.34% molybdenum, 0.45% lead, 0.43% zinc and greater than 1% copper and 100 ppm tungsten. Historical drill core was not analyzed for many of these metals. Soil sampling is somewhat hampered by frozen ground and glacial overburden, but it has proven to be a useful technique to outline general areas of interest.

The Bix project is situated north of the McQuesten River and east of the Clear Creek placer gold district. The project area lies below treeline in a glaciated area characterized by dendritic drainages and rolling hills. The project host two historical breccia zones comprised of quartzite fragments within a quartz-orthoclase-tourmaline-cassiterite matrix. These zones were locally tested by five diamond drill holes in 1979. The best results were from hole SC79-4 intersected 0.28% tin over 7.62 m.

The historical area of interest was restaked in 2020 and Strategic purchased it and staked more claims in the spring of 2021. Soil sampling and prospecting, done in 2020 and 2021, have identified a new target that lies south of the historical breccia zones. This target is marked by a prominent soil anomaly containing high tin, tungsten and copper values. Rock sampling done across the property has returned many values grading better than 200 ppm tin, including a sample collected on the western side of the main soil anomaly, which assayed 14.9% tin.

(2) Properties Optioned to Other Parties

(a) Mount Hinton Property

By agreement dated April 19, 2021, Strategic granted Upper Canada Mining Inc. (“UCMI”), a private Calgary based company, a two-staged option to acquire up to a 70% interest in the Mount Hinton property. UCMI can exercise the first option and acquire a 50% interest in the property by incurring aggregate exploration expenditures of $10,000,000 by December 31, 2024.

UCMI can exercise the second option and acquire an additional 20% interest in the property by paying Strategic $2,000,000 and incurring an additional $5,000,000 in exploration expenditures by December 31, 2026. UCMI may satisfy half of the $2,000,000 payment through the issuance

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of its shares to Strategic, provided UCMI’s shares are listed on a recognized stock exchange or quotation system at the time the shares are issued.

UCMI and Strategic will form a joint venture to continue exploration and development work on the property. Initial joint venture interests will be 70% UCMI and 30% Strategic if the first and second options are both fully exercised by UCMI. If only the first option is exercised by UCMI, the parties shall each hold a 50% joint venture interest in the property.

The Mount Hinton property is located within the prolific Keno Hill mining camp in central Yukon Territory. It is road accessible and is located from 4 to 15 km south of Alexco Resource Corp.’s mill in Keno City. The property hosts numerous precious metals rich veins developed in steeply dipping dilatant zones, which cut the same stratigraphic package as the Keno Hill veins. Previous work has identified several well mineralized veins that had not been tested by diamond drilling.

The 2020 program at Mt. Hinton included surface work and 6,978 m of HQ diameter, diamond drilling in a total of 32 holes, with 24 holes in the Granite North Zone, five holes in the Southwest Zone and three holes in the Northern Structural Corridor.

Highlights from the drill program include:

• 4.78 g/t gold over 12.14 m including 42.7 g/t gold over 0.96 m, in hole MH-20-022 (Southwest Zone);

• • 3.86 g/t gold and 182 g/t silver over 9.75 m, in hole MH-20-018 (Southwest Zone); • 6.74 g/t gold and 186 g/t silver over 7.25 m, including 1.77 m grading 22.7 g/t gold and 514 g/t silver, in hole MH-20-019 (Granite North Zone);

• • 17.00 g/t gold over 1.56 m, in hole MH-20-032 (Granite North Zone); and, • 9.57 g/t gold over 1.47 m, including 0.52 m grading 25.8 g/t gold, in hole MH-20-023 (Granite North Zone).

The 2020 drill program tested parts of three zones within a 6,000 m by 4,500 m area of known mineralization and gold-rich soil geochemistry. The targets in all three zones were vein complexes cutting a west dipping stratigraphic section comprising thick quartzite beds interlayered with lesser phyllite horizons and gabbro sills. These are the same units that host the mineralized veins on the adjacent Keno Hill property.

The majority of the holes were drilled on a series of section lines across parts of the Granite North Zone where surface sampling returned numerous high-grade assays, including a rock sample that graded 2,340 g/t gold with 597 g/t silver and a chip sample of 26.9 g/t gold and 49 g/t silver over 1.2 m. The section lines cross a number of sub-parallel, 5 to 25 m wide vein/breccia/alteration bands that were mapped in talus and scattered bedrock exposures within the up to 400 m wide zone. Collectively the section lines tested a 425 m strike length along the zone. All of the holes intersected abundant quartz veining of differing types. Many of the veins are limonite stained and contain vuggy cavities. Some veins host residual sulphide minerals, and native gold was observed in a few of them. The most significant drilling results from the Granite North Zone are shown in the following table.

Hole From (m) To (m) Interval (m) Gold (g/t) Silver (g/t) Gold Equivalent[*] (g/t)

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MH-20-001	78.44	79.30	0.86	2.59	0.98	2.60
MH-20-003	127.45	128.41	0.96	3.14	6.56	3.23
MH-20-005	145.85	152.98	7.13	1.47	2.41	1.50
incl.	151.66	152.98	1.32	5.36	7.66	5.46
MH-20-007	93.57	94.61	1.04	2.16	1.96	2.19
MH-20-008	69.00	69.62	0.62	4.43	4.04	4.48
MH-20-009	37.00	44.60	7.60	1.50	5.12	1.57
incl.	37.00	38.37	1.37	7.41	11.15	7.56
MH-20-015	25.10	34.38	9.28	1.48	5.92	1.56
incl.	25.10	26.42	1.32	7.59	4.96	7.66
MH-20-016	171.93	174.32	2.39	1.55	1.22	1.57
MH-20-019	80.22	87.47	7.25	6.74	186	9.19
incl.	85.70	87.47	1.77	22.70	514	29.46
MH-20-019	113.30	114.78	1.48	2.20	1.07	2.21
MH-20-023	199.68	201.15	1.47	9.57	9.64	9.70
incl.	200.63	201.15	0.52	25.80	18.00	26.04
MH-20-032	153.68	158.75	5.07	5.73	5.98	5.81
incl.	154.87	156.43	1.56	17.00	18.45	17.24

*Gold Equivalent values assume $1,900/oz gold and $25/oz silver and 100% recovery of both metals.

Five holes were drilled at the Southwest Zone, where a chip sample containing visible gold assayed 200 g/t gold with 90 g/t silver over 1.2 m. All five holes intersected strong structures containing quartz veining; however, the two holes drilled towards the east encountered a broad, previously unknown fault structure and were halted before reaching mineralized veins. Some of the quartz veins host arsenopyrite but most are oxidized. The holes spanned a 330 m strike length along this 1,750 m long zone. The holes were collared near a ridge crest and were drilled northward, sub-parallel to a steep slope, to intersect the zone about 100 m down dip of surface. The most significant drilling results from the Southwest Zone are shown in the following table.

Hole	From (m)	To (m)	Interval (m)	Gold (g/t)	Silver (g/t)	Gold Equivalent*(g/t)
MH-20-014	371.00	374.34	3.34	0.90	2.60	0.93
MH-20-018	365.69	375.44	9.75	3.86	182	6.25
incl.	366.32	369.75	3.43	0.96	500	7.54
incl.	369.75	375.44	5.69	5.99	10.94	6.13

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MH-20-022	369.46	381.60	12.14	4.78	4.00	4.83
incl.	376.75	377.71	0.96	42.70	9.00	42.82

*Gold Equivalent values assume $1,900/oz gold and $25/oz silver and 100% recovery of both metals.

Three holes targeted veins in the Northern Structural Corridor. All three holes intersected mineralized veins but all were terminated for various reasons short of their ultimate target depth. The Northern Structural Corridor is a 4,000 m long, up to 750 m wide zone that was the main focus of historical work on the Mt. Hinton property. It contains numerous gold- and silver-rich veins, where historical grab samples have returned up to 436 g/t gold and 1,342 g/t silver and chip samples assayed more than 40 g/t gold and 600 g/t silver over widths of 1.05 to 2.3 m. The most significant drilling results from the Northern Structural Corridor are shown in the following table.

Hole	From(m)	To(m)	Interval(m)	Gold(g/t)	Silver(g/t)	Gold Equivalent* (g/t)
MH-20-002	6.10	7.80	1.70	2.18	298	6.10
MH-20-004	414.00	415.00	1.00	1.58	282	5.29

*Gold Equivalent values assume $1,900/oz gold and $25/oz silver and 100% recovery of both metals.

All three zones contain a number of other mineralized intervals that are narrower and/or lower grade than those that were included in the assay tables. Three dimensional geological modelling is underway to better understand the connectivity of various mineralized structures, which are deflected by ductile horizons and periodically off-set by post-mineralization cross-faults.

The 2021 exploration program was approved by UCMI and carried out by Strategic as operator. Results from the 2021 program are pending.

(b) Hartless Joe Property

By agreement dated February 25, 2020, Strategic granted a private Calgary based company (“Priveco”) an option to acquire a 60% interest in the Hartless Joe property. Priveco can exercise the option by incurring aggregate exploration expenditures of $5,000,000 by February 25, 2024. Priveco and Strategic will then form a joint venture to continue exploration and development work on the property. Initial joint venture interests will be 60% (Priveco) and 40% (Strategic).

Priveco has performed exploration work in 2020 on the Hartless Joe property, including diamond drilling.

The Hartless Joe property (part of the M’Clintock project) is located 30 km east of Whitehorse, in southern Yukon. The property is underlain by a package of volcanic and sedimentary rocks that are cut by steeply-dipping porphyry dykes, as well as numerous large-scale and complex faults. Mineralization occurs in steep quartz veins along faults and in stratabound, banded and/or comb-textured quartz horizons adjacent to calcite-chlorite-albite altered sills or flows, within inter-volcanic mudstones.

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Exploration in previous years focused on the northern part of the precious metal system, where multiple zones returned very high gold grades, including chip samples yielding 60 g/t gold over 1.2 m at the King Zone and 462 g/t gold over 0.4 m at the Queen Zone. Work in 2018 and 2019 focused on the southern portion of the system, which covers the Grumpy and Gusano showings.

The Grumpy Showing was discovered in 1997 by government geologists, who collected a sample of mineralized quartz during a regional mapping program. Subsequent exploration has identified a broad area of gold and silver bearing quartz-carbonate float, where thirteen rock samples averaged 37 g/t gold and 1,391 g/t silver, with peak values of 251 g/t gold and 5,010 g/t silver. In 2018, hand trenching at the Grumpy Showing exposed a steeply-dipping, mineralized quartz vein, within a dilational fault zone. A continuous chip sample taken across this vein assayed 9.57 g/t gold over 2 m.

The Gusano Showing, located 700 m south of the Grumpy Showing, was discovered by Strategic in 2017. It covers a vegetated slope that is underlain by a recessive mudstone unit. One of two ridge-top hand trenches successfully exposed a siliceous, mineralized horizon, adjacent to a steeply dipping rhyolite dyke. Chips samples taken along the floor of the trench averaged 1.31 g/t gold over 7 m. Rock samples collected from talus along a strike length of 500 m yielded up to 49.8 g/t gold and 365 g/t silver.

Soil sampling and prospecting in 2018 expanded the gold-rich system to an area that is 6,500 m long and up to 3,500 m wide. However, much of this area is covered by soil and talus. The mineralized bedrock exposed in the 2018 trenches is important because it defines specific drill targets.

The 2019 drilling at Hartless Joe tested the down-dip extension of the silicified zone at the Gusano showing, and along an important, north-south trending fault, which links the Grumpy and the Gusano showings and appears to be a locus of mineralization. This work successfully intersected gold in the silicified zone, and in quartz veins within the fault structure, along an 800 m strike length. The most significant drill results are: 2.68 g/t gold over 1.7 m, including 5.80 g/t gold over 0.61 m from the silicified zone; and 1.86 g/t gold over 4.78 m, including 3.88 g/t gold over 1.61 m, from the fault zone.

Highlights from the 2019 diamond drilling are tabulated below:

Drill Hole	From(m)	To(m)	Interval(m)*	Gold(g/t)
HJ-19-03	28.45	30.15	1.70	2.68
including	28.45	29.06	0.61	5.80
and	103.88	104.55	0.67	0.85
HJ-19-04	38.85	40.05	1.20	0.76
and	163.52	168.30	4.78	1.86
including	164.39	166.00	1.61	3.88

• True widths of drill intercepts are estimated to be 70% to 100% of interval thickness.

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The 2020 diamond drilling was done at the Gusano and Grumpy showings and the holes intercepted weakly mineralized intervals. The diamond drill was demobilized from the property earlier this summer, and no further work is scheduled for this project in 2021.

(c) Clint and Magnum Properties

By agreement dated February 25, 2020, Strategic granted Priveco an option to acquire 100% interests in the Clint and Magnum properties (part of the Dawson project). Priveco can exercise the option by making aggregate cash payments to Strategic of $150,000 and by incurring aggregate exploration expenditures of $1,850,000 by February 25, 2024. Priveco, at its sole discretion, may satisfy the cash payment requirements under the option by making any outstanding cash payments to Strategic at any time in advance of the required payment dates.

Priveco, at its sole discretion, may also satisfy the expenditure requirements under the option by making a cash payment to Strategic equal to two-thirds (2/3) of the outstanding expenditure balance.

Following the exercise of the option, Strategic will retain a net smelter return royalty interest in all future commercial production from the properties equal to two percent (2%) on all precious metals and one percent (1%) on all non-precious metals. Priveco may purchase half of the royalty interest at any time after the option has been exercised for $500,000.

Both of the Clint and Magnum properties are road accessible and located within the Forty Mile Placer District northwest of Dawson City, Yukon. The properties are prospective for both polymetallic Volcanogenic Massive Sulphide mineralization and orogenic gold mineralization.

Priveco performed exploration work in 2020 on the Clint and Magnum properties, including reverse circulation drilling. No work is scheduled at either of these properties in 2021.

(d) Sixty Mile Property

By agreement dated February 25, 2020, Strategic granted Priveco an option to acquire a 100% interest in the SM claim block owned by Strategic. Under the agreement, Strategic also assigned at third party option to acquire a 100% interest in 109 claims to Priveco. See “Hulstein Option” for additional information.

In order to exercise the option, Priveco is required to fulfill all outstanding obligations under the Hulstein Option, make aggregate cash payments to Strategic of $100,000 and incur aggregate exploration expenditures of $1,850,000 by February 25, 2024. Priveco, at its sole discretion, may satisfy the cash payment requirements under the option by making any outstanding cash payments to Strategic at any time in advance of the required payment dates. Priveco, at its sole discretion, may also satisfy the expenditure requirements under the option by making a cash payment to Strategic equal to two-thirds (2/3) of the outstanding expenditure balance.

Following the exercise of the option, Strategic will retain a net smelter return royalty interest in all future commercial production from the SM property equal to two percent (2%) on all precious metals and one percent (1%) on all non-precious metals. Priveco may purchase half of the royalty interest at any time for $500,000.

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Following the exercise of the option, Strategic will also be granted a net smelter return royalty interest equal to one percent (1%) on all precious metals and one-half of one percent (1/2%) on all non-precious metals from all future commercial production from those claims subject to the Hulstein Option. Priveco may purchase half of this royalty interest from Strategic at any time for $250,000.

In order to exercise the Hulstein Option, Priveco is required to: (i) make annual payments of $10,000 on June 1, 2020 through 2027; and (ii) grant the property vendor a net smelter return royalty interest equal to 2% on precious metals and 1% on base metals.

The Sixty Mile property (part of the Dawson project) is located in the heart of the Sixty Mile placer gold camp, historically the second most productive placer gold district in the Yukon. Diamond drilling by previous operators returned encouraging results, including an intercept that ran 132.9 g/t gold over 1.5 m.

The Sixty Mile property is located within the second-most productive gold district of the Yukon, near the Yukon – Alaska border. It sits within an important structural corridor, known as the Sixty Mile – Pika fault system, which is associated with numerous Late Cretaceous mineral deposits and occurrences along its length, including the Taurus porphyry copper-molybdenum deposit and the Tetlin epithermal gold-silver deposit. The Sixty Mile property covers the Per and Glasmacher occurrences, as well as the Toni Zone, which are all associated with Late Cretaceous magmatism.

In 2019, two diamond drill holes were completed at the Toni Zone. The holes were designed to test for mineralization in the immediate vicinity of the Sixty Mile fault, in an area with elevated copper-, molybdenum-, gold- and silver-in-soil values and a coincident resistivity low. A third hole was collared 1,500 m to the southwest and targeted the strike-extension of the high-grade 2011 intercept.

Drilling at the Toni zone yielded 1.11 g/t gold over 1.95 m and 0.04% copper over 72.33 m, within a zone of intense, stockwork quartz veining, in altered plutonic rock. A single drill hole designed to test along strike of the high-grade 2011 intercept did not return any significant assay values; however, the scale of alteration and mineralization at the Sixty Mile project indicates the presence of a large, well-developed hydrothermal system.

Priveco performed reverse-circulation drilling in 2020 on the Sixty Mile property, with results similar to those obtained in 2019. No work is scheduled at this property in 2021.

(e) Blue Heaven Property

By agreement dated June 1, 2020, Strategic granted CMC Metals Ltd. (“CMC”) a two staged option to acquire up to a 100% in the Blue Heaven property. CMC can exercise the first option and acquire an 80% interest in the property by making aggregate payments of $400,000 by June 1, 2024. CMC can exercise the second option and acquire the remaining 20% interest in the property by making a $500,000 payment to Strategic within nine months of exercising the first option.

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If only the first option is exercised, CMC and Strategic will form a joint venture to continue exploration and development work on the property. The initial joint venture interests will be 80% (CMC) and 20% (Strategic).

Strategic will retain a 2% net smelter return royalty interest related to conventional mining on the property and a 10% net smelter return royalty related to all small scale high grade mining on the property. CMC may purchase one-half (1/2) the conventional mining royalty interest for $500,000.

The Blue Heaven property is located in the Rancheria District of south-eastern Yukon. It covers intrusion-related showings that include: silver-lead-zinc veins; zinc-lead-silver carbonate replacement mineralization; and tungsten-copper skarns. The property has not been explored since 2012. Nineteen showings have been identified in a 3,500 m long, up to 1,500 m belt wide belt. Limited drilling has intersected several mineralized intervals including 600 g/t silver and 9.1% lead over 1.48 m.

CMC performed orientation surveys on the Blue Heaven property in 2020 and plans to continue surface exploration in 2021 as part of a larger program that it is conducting on its adjacent Silver Hart property.

(f) Saloon Property

By agreement dated November 20, 2020 and amended September 20, 2021, Strategic granted Cypress Hills Resources Corp. (“Cypress”) an option to acquire an 80% interest in the Saloon property, located in the Whitehorse Mining District, Yukon. Cypress can exercise the option by making aggregate payments of $150,000 by January 5, 2026, issuing 25,000 shares and incurring aggregate exploration expenditures of $2,600,000 by November 20, 2025.

Following the exercise of the option, Cypress and Strategic will form a joint venture to continue exploration and development work on the property. The initial joint venture interests will be 80% (Cypress) and 20% (Strategic).

The Saloon property comprises 266 quartz mineral claims, situated in the Whitehorse Mining District. The property hosts three zones containing vein and shear hosted copper, gold and silver mineralization.

The Stampede Zone saw small scale underground mining in the early 1900s. Samples from waste dumps below historical adits assayed up to 10.37% copper, 44.57 g/t gold and 144 g/t silver. A 2018 diamond drill hole attempted to test near the adits in this high grade vein zone, but the hole was lost in strongly altered hanging wall rocks short of its target depth.

To the south of the adits, the Stampede Zone widens and forms a prominent malachite stained outcrop. Diamond drilling done in this area in 2016 and 2018 intersected multiple bands of mineralization. The best intersect averaged 0.40% copper and 128.46 g/t silver over 30.23 m.

Neither of the other zones on the property has been tested by drilling.

Cypress has deferred work that was planned for the Saloon property in 2021 until 2022.

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(g) Hopper Property

By agreement dated March 31, 2021, Strategic granted CAVU Mining Corp. (“CAVU”) an option to acquire a 70% interest in the Hopper property by completing the following by March 31, 2025:

• making aggregate cash payments to Strategic of $700,000;

• issuing an aggregate 250,000 CAVU shares to Strategic; and

• • incurring aggregate exploration expenditures of $5,000,000.

Upon CAVU exercising the option, the parties shall form a joint venture to further explore and develop the property.

The road accessible Hopper property hosts copper-gold, skarn and porphyry mineralization that is associated with a Late Cretaceous (76.0±1.1 and 83.7±1.9 Ma) granodiorite pluton, informally named the Hopper Pluton. The age of the Hopper Pluton places it in the same metallogenic episode as the Patton Porphyry, which is the mineralizing pluton at Western Copper and Gold Corporation's Casino porphyry copper-gold-silver-molybdenum deposit located 190 km to the north-northwest. The Casino deposit contains 8.9 million ounces and 4.5 billion pounds in proven and probable ore reserves (mill reserves of 965.2 million tonnes grading 0.204% Cu, 0.240 g/t Au and 0.0227% Mo and heap leach reserves of 157.4 million tonnes grading 0.036% Cu and 0.292 g/t Au).

The mineralized hydrothermal system at Hopper is centered on a porphyry-style copper zone that is flanked by stacked skarn horizons. Results from the porphyry zone include 0.52% copper over 45.72 m (trench) and 0.24% copper over 39.62 m (entire length of percussion drill hole) and 0.17% copper over 162.85 m from a 2015 diamond drill hole. Results from stacked, laterally extensive skarn horizons have produced promising drill results including 1.94% copper and 0.87 g/t gold over 18.59 m (true thickness approximately 12 m). Gold-rich skarns deeper in the stratigraphic section have assayed 43.6 g/t gold over 1 m (true thickness) and 12.15 g/t gold over 2.65 m (true thickness) from intersections 360 m apart.

CAVU has announced that it has completed six diamond drill holes at Hopper this summer, with visual reports that five of the holes have intersected copper-bearing skarn horizons and the sixth hole contained a long interval of porphyry-style alteration and copper-molybdenum mineralization. Assay results from the 2021 drilling were positive (see CAVU new releases dated October 7, 2021 and October 14, 2021). The best result from a skarn interval averaged 1.405% copper, 0.532 g/t gold and 11.7 g/t silver over 22.28 m in HOP21-DDH-01. The best porphyry target intercept was 0.209% copper and 1.3 g/t silver over 116.18 m, from surface, including 0.244% copper and 1.4 g/t silver over 90.22 m in HOP21-DDH-06.

(h) Groundhog, Hy and Plata Properties

By agreement dated March 12, 2021, amended April 26, 2021 and May 26, 2021, Strategic sold the Groundhog, Hy and Plata properties to Honey Badger. The transaction closed on June 4, 2021. In consideration of a 100% interest in the three mineral properties, Strategic was:

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• issued 34,804,718 Honey Badger common shares equal to 19.59% of the issued and outstanding Honey Badger shares following the closing of an equity financing;

• • granted the right to participate in three equity financings undertaken by Honey Badger subsequent to the closing of the sale of the three properties in order to maintain its pro rata share position in Honey Badger; and

• • retained a 2% net smelter royalty on minerals other than silver mined from any or all of the properties.

Groundhog Property

The Groundhog property is located 50 km south of Ross River in south-central Yukon. It can be accessed via a bush road that extends a few kilometres east off the South Canol Road. From the bush, road most parts of the property can be reached by ATV using an extensive system of trails.

The property hosts widespread vein and fracture style mineralization and more localized carbonate replacement style occurrences. Lead, zinc and silver are found in most showings within a 5,000 m by 2,000 m area in the western part of the property, while gold is enriched in some showings, especially those located near the centre of this area. Rock samples grading up to 13,028 g/t silver and 5.91 g/t gold have been reported from previous work.

Systematic soil geochemical sampling has only been done in the western part of the property, and this work has identified several, strong multi-element anomalies. Some of these anomalies are located near known showings, but many others are unexplained. Anomalous results extend to the edges of the area that has been sampled.

None of the showings or soil geochemical anomalies on the property has ever been tested by drilling.

The 2020 exploration program at the Groundhog property was performed in late July and consisted of geological mapping, prospecting and soil sampling. The work discovered two new silver/lead/zinc showings and expanded the soil anomaly to cover an area 8,000 m long by 2,000 m wide. The soil anomaly remains open to extension in all directions.

Hy Property

The road accessible Hy property covers many silver occurrences that were first discovered on the property in 1964. Trench results include 370.3 g/t silver, 14.01% zinc and 8.22% lead over 3.20 m at the Miko Zone and 684 g/t silver, 9.30% zinc and 11.01% lead at the Dusty Zone.

Plata Property

The Plata property is situated in east-central Yukon, about 160 km north of Faro and 150 km east of Keno City. It lies in the same geological belt as the prolific Keno Hill silver district and hosts similar, uncommonly high-grade veins. The property is accessible by helicopter or fixed wing aircraft, and there is an extensive network of roads and trails that link most of the known showings to an airstrip on the claim block.

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Two primary types of veins are known on the property. Both are closely associated with a major thrust fault that appears to have played an important role in ground preparation and as a channel way for mineralizing fluids. High-angle extensional veins hosting silver, lead and zinc with a predominant siderite gangue are found in the footwall of the thrust fault, while gold and silver enriched quartz veins are developed in the plane of the thrust fault. Historical drilling has yielded numerous widely-spread intercepts including 2.98 m averaging 837 g/t silver, 33.16% lead and 9.46% zinc, and 1.6 m grading 2827 g/t silver and 3.65 g/t gold.

(4) Properties Acquired from Other Parties

• (a) Swede Johnson Property

By agreement dated May 10, 2018 and amended May 28, 2020, an arm’s length third party granted Strategic an option to acquire a 100% interest in the Swede Johnson property, located in the Whitehorse Mining District, Yukon. Strategic can acquire the property subject to the following:

• a $25,000 payment on signing of the agreement (paid);

• a $5,000 payment on or before April 30, 2019 (paid);

• a $20,000 payment in 2021 upon the completion of reclamation work at an old camp site;

• the property vendors have retained net smelter return royalty interest equal to 3% on all future metal production from the property; and

• Strategic can purchase a half interest in the net smelter return royalty interest for $250,000 any time after acquiring the property and prior to December 31, 2025.

The Swede Johnson property covers an historic placer creek and the direct extensions of strong gold in soil geochemical anomalies on Strategic’s adjacent Vault property. Strategic completed prospecting and sampling programs on the Swede Johnson property in 2019. No work was carried out on the property in 2020 and none is planned for 2021.

TECHNICAL REVIEW

Historical technical information and information related to the exploration programs and results disclosed in this MD&A has been reviewed by Heather Burrell, B.Sc., P.Geo., a geological consultant to Strategic and a qualified person for the purposes of National Instrument 43-101.

CHAMPAGNE AND AISHIHIK FIRST NATIONS

Strategic and the Champagne and Aishihik First Nations (the “CAFN”) entered into an exploration agreement (the “EA”) dated November 21, 2017. The EA provides a framework for consultation pertaining to all exploration activities undertaken by Strategic within the CAFN traditional territory. Strategic currently holds eight projects within the CAFN traditional territory.

LITTLE SALMON/CARMACKS FIRST NATION

Strategic and the Little Salmon/Carmacks First Nation (the “LSCFN”) entered into an exploration benefits agreement (the “EBA”) dated November 20, 2018. The EBA provides a

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framework for consultation pertaining to all exploration activities undertaken by Strategic within the LSCFN traditional territory. Strategic currently holds four projects within the LSCFN traditional territory.

SUBSEQUENT EVENTS

On October 5, 2021, Strategic announced results from 2021 work at its Kluane property. See “Kluane Property” for additional information. SHARE CAPITAL INFORMATION

Shares

The authorized share capital of Strategic consists of the following classes of shares:

• (a) an unlimited number of common shares without par value;

• (b) an unlimited number of Class A preferred shares without par value; and

• (c) an unlimited number of Class B preferred shares with a par value of $10.00 each.

As of November 25, 2021, there were 107,805,967 common shares issued and outstanding. There are no outstanding Class A or Class B preferred shares.

Stock Options

As of November 25, 2021, the following incentive stock options were outstanding:

Number of Options Outstanding	Price	Expiry Date
3,600,000	$0.45	October 17, 2022
500,000	$0.45	February 3, 2023
80,000	$0.40	December 12, 2023
2,390,000	$0.49	September 3, 2024
2,500,000	$0.39	June 28, 2026
9,070,000

Warrants

As of November 25, 2021, Strategic had the following share purchase warrants outstanding:

Number of Warrants Outstanding	Exercise Price	Expiry Date
4,916,406	$0.65	July 8, 2022
2,230,000	$0.65	July 8, 2022
2,578,594	$0.65	July 15, 2022
583,500	$0.45	July 15, 2022
10,308,500

STRATEGIC METALS LTD.

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1016 - 510 West Hastings Street Vancouver, B.C. V6B 1L8 Tel: 604-687-2522 E-mail: info@strategicmetalsltd.com Trading Symbol: TSX-V: SMD

CORPORATE INFORMATION

W. Douglas Eaton, North Vancouver, B.C.

Larry B. Donaldson, Port Moody, B.C. Ian J. Talbot, North Vancouver, B.C. Glenn R. Yeadon, Vancouver, B.C. Richard M. Drechsler, Squamish, B.C. Bruce A. Youngman, Powell River, B.C. Lee A. Groat, West Vancouver, B.C. Bruce J. Kenway, Calgary, Alberta Ryan E. Schedler, Dallas, Texas

President, Chief Executive Officer and Director Chief Financial Officer Chief Operating Officer Secretary and Director Vice-President Communications Independent Director Independent Director Independent Director Independent Director

Registered Office 1710 - 1177 West Hastings Street Vancouver, B.C. V6E 2L3

Transfer Agent Computershare Investor Services Inc. 3[rd] Floor - 510 Burrard Vancouver, B.C. V6C 3B9

Auditors Davidson & Company LLP 1200 – 609 Granville Street Vancouver, B.C. V7Y 1G6

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Schedule "A" - List of Projects

DAWSON PROJECT

Sixty Mile Property (YT) Top Property (YT) Clint/Magnum Property

FINLAYSON PROJECT

Four Corners Property (YT) HDL Property (YT)

HOPKINS PROJECT

Hopper Property (YT) Moraine Property (YT)

KATHLEEN PROJECT

Rusty Property (YT) Zap Property (YT)

KLUANE PROJECT

Kluane Property (YT) Bur Property (YT) Nikki Property (YT) Mint Property (YT) Vault Property (YT) - Gamble Property - Glenn Property - Kelli-Reed Property

LANSING PROJECT

Husky Property (YT) Leah Property (YT) Leroy Property (YT) Liam Property (YT) Lisa Property (YT) Lois Property (YT) Luke Property (YT) Naws Property (YT) Lancer Property (YT) Nels Property (YT) News Property (YT)

LOGAN PROJECT

Timber Property (YT) Uno Property (YT)

M'CLINTOCK PROJECT

Byng Property (YT) CG Property (YT) Hartless Joe Property (YT) Mars Property (YT) Pov Property (YT)

MIDAS TOUCH PROJECT

Crag East Property (YT) Crag Property (YT) Nad Property (YT) Rod North Property (YT) Rod Property (YT) Scarlett East Property (YT) Smac JV Property (YT) Staff Property (YT) Wand Property (YT)

NORTH CANOL ROAD PROJECT

Harvest Property (YT)

RANCHERIA SILVER PROJECT

Blue Heaven Property (YT) Con Property (YT) Convert Property (YT) Meister Property (YT) Pigskin Property (YT) QB Property (YT) Ranch Property (BC)

SELWYN PROJECT

Airstrip Property (YT) Fog Property (YT) Shadow Property (YT) TJ Property (YT) OOO (YT) SOUTH CANOL ROAD PROJECT Hidden Property (YT) Obvious Property (YT) STRATEGIC NICKEL PROJECT Harkin Property Harlet Property Harlow Property TOMBSTONE PROJECT Antimony Property (YT) Black Property (YT) Sawbuck(Ham) Property (YT) Track Property (YT) STAND ALONE PROPERTIES Meloy Property (YT) Alotta Property (YT) Blind Property (YT) Bob Property (YT) Boot Property (YT) Batt Property (YT) LS Property (YT) Dabb Property (YT) Gas Property (YT) Gator Property (YT) Green Gulch Property Harry Property (YT) Hat Property (YT) Hec Property (YT) KL Property (YT) CD Property (YT) Mount Hinton Property (YT) Oli Property (YT) OOO Property (YT) Piper Property (BC) Saloon Property (YT) Taffy Property (BC) Van Property (NWT) Vanderhoof Property (BC) GK Property (BC) FINLAYSON PROJECT Arm Property (YT) Bolt Property (YT) Coach Property (YT) Cork Property (YT) Gam Property (YT) Hi Property (YT) Hoole Property (YT) MC Property (YT) Evoy Property (YT) Jess Property (YT) Lea Property (YT) Loop Property (YT) Reid Property (YT) Simpson Property (YT) String Property (YT) Wind Property (YT) Jake Property (YT) Tidd Property (YT)

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Sayyea Property (YT) ROYAL PROJECT King Property (YT) Queen Property (YT) RUBY RANGE PROJECT Elias Property (YT) Ruby Range Property (YT)

OTHER PROJECTS

Flip Property (YT) Grayling Property (YT) Fye Property (YT) Koi Property (YT) Bix Property (YT)