Strategic Metals Ltd. — Management Reports 2022

Aug 25, 2022

MANAGEMENT DISCUSSION AND ANALYSIS for the Three Months and the Six Months ended June 30, 2022 (including Subsequent Events to August 25, 2022)

The following discussion and analysis of the results of operations and financial condition of Strategic Metals Ltd. ("Strategic") for the three months and the six months ended June 30, 2022 should be read in conjunction with the Strategic condensed interim consolidated financial statements for the three months and six months ended June 30, 2022 and the audited consolidated financial statements and related notes for the twelve months ended December 31, 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 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 wholly owned 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 2022. Only twelve 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 suite of mineral exploration targets, including precious metal, base metal and critical metal projects. 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's current exploration focus is on 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 ("COVID-19") as a global pandemic. Strategic continues to evaluate the impact of COVID-19, which could create significant uncertainty for Strategic and its operations. All work carried out by Strategic on its British Columbia and Yukon projects since March of 2020 has been completed in compliance with COVID-19 related travel restrictions and health advisories in place at the time such work was undertaken.

As of August 25, 2022, Strategic had no debt and had sufficient working capital to cover anticipated administrative overhead costs through 2022. Strategic also had sufficient funds to cover costs related to its generative research, property evaluation and acquisition, and property exploration through 2022. See "Risks and Uncertainties" and "Liquidity and Capital Resources" for additional information.

	December 31,2021	December 31,2020	December 31,2019
Revenues	Nil	Nil	Nil
Income (Loss)attributable to owners	($4,535,434)	$4,447,045	($1,786,723)
Net Income (Loss) per Share-Basic/Diluted	($0.04)	$0.04	($0.02)
Total Assets	$94,077,211	$97,019,709	$80,173,877
Total Long-term FinancialLiabilities	Nil	Nil	Nil
Cash DividendsDeclared per Share	Nil	Nil	Nil

SELECTED ANNUAL INFORMATION

Strategic incurred a loss attributable to common shareholders of approximately $4,535,000 during the year ended December 31, 2021, compared to income attributable to common shareholders of approximately $4,447,000 during the comparative year, representing a change of approximately $8,982,000. The loss incurred during the year ended December 31, 2021 is mainly due to a fluctuation in unrealized losses from marketable securities of approximately $12,325,000, from a gain of approximately $6,849,000 in 2020 to a loss of approximately $5,476,000 for 2021. The transition to loss from income between years was further driven by there being no current year gain on deconsolidation of subsidiary compared to a gain in 2020 of approximately $4,869,000 of Terra CO2 Technology Holdings ("Terra"), and an increase in losses on investment in associates of approximately $1,041,000 (representing Strategic's share of losses in former subsidiary Terra and equity investee Broden Mining Ltd. ("Broden")).

The loss position for 2021 was partially offset by an increase in gain from disposal of mineral property interests of approximately $3,343,000, a decrease in realized losses on sale of marketable securities of approximately $2,410,000, an increase in dilution gains on investment in Broden of approximately $1,269,000, and an increase in deferred tax recovery of approximately $930,000, from an expense of approximately $303,000 in 2020 to a recovery of approximately $627,000 in 2021.

A contributing factor to the change in income and certain components of operating expenses is the deconsolidation of Terra which occurred on October 31, 2020. Accordingly, the comparative balances for the year ended December 31, 2020 include the accounts of Terra (until October 2020), whereas the balances for the year ended June 30, 2022 do not include the accounts of Terra (with the exception of the loss on investment in associate discussed above).

SUMMARY FINANCIAL INFORMATION (for the eight quarters ended June 30, 2022)

Period Ending	Revenues	Net Income (Loss)attributable to owners	Basic Net Income(Loss)per Share
June 30, 2022	Nil	($1,872,588)	($0.02)
March 31, 2022	Nil	$1,155,350	$0.01
December 31, 2021	Nil	$1,220,043	0.01
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

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

RESULTS OF OPERATIONS

Strategic incurred a loss attributable to common shareholders of approximately $1,873,000 during the three months ended June 30, 2022, compared to a loss attributable to common shareholders of approximately $241,000 during the comparative period, representing a change of approximately $1,632,000.

The increase in loss for the three months ended June 30, 2022 is mainly due to Strategic having no gain on disposal of mineral property interests in the current period, compared to a gain of approximately $3,343,000 during the three months ended June 30, 2021. Further, Strategic recognized share-based payments expense of approximately $176,000 during the current period, compared to approximately $50,000 during the comparative period, representing a loss increase of approximately $126,000.

The overall increase in net loss was partially offset by a decrease in unrealized losses on marketable securities of public and private companies of approximately $779,000, from approximately $2,532,000 in the comparative period, to approximately $1,753,000 in the current period. Further, Strategic recognized a deferred income tax recovery of approximately $419,000 during the three months ended June 30, 2022, compared to a deferred income tax expense of approximately $431,000 during the comparative period, representing a change of approximately $850,000.

Lastly, Strategic recognized a reduction of approximately $89,000 in loss on investment in associates, from approximately $166,000 during the three months ended June 30, 2021 to approximately $77,000 during the current period.

LIQUIDITY AND CAPITAL RESOURCES

(a) Working Capital

Strategic had working capital in the amount of $18,511,461 at June 30, 2022 compared to $21,697,482 at June 30, 2021. 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, Terra and Broden (see Major Shareholdings in Other Companies).

(b) 2022 Private Placement

On May 19, 2022, Strategic closed a non-brokered structured private placement offering (the "Offering"), consisting of the sale of the following securities:

• (i) 2,600,000 flow-through shares at a price of $0.60 per share, for gross proceeds of $1,560,000, ("CMETC eligible FT Shares"), that qualified for the 30% Critical Mineral Exploration Tax Credit as provided for in the Canadian federal budget of April 7, 2022; and
• (ii) 550,000 additional flow-through shares at $0.56 per share, for gross proceeds of $308,000, ("METC eligible FT Shares"), to fund "flow-through mining expenditures" within the meaning of section 127(9) of the Income Tax Act (Canada) that qualify for the 15% Mineral Exploration Tax Credit.

All of the CMETC eligible FT Shares and the METC eligible FT Shares issued pursuant to the Offering are subject to a hold period in Canada until September 20, 2022.

Strategic conducted a multifaceted exploration program during the 2022 field season to advance a number of its critical metals projects. The 2022 program is designed to explore projects with demonstrated potential for one or more of the following critical metals – copper, zinc, nickel, cobalt and vanadium – and includes geophysical surveys, soil geochemical sampling and detailed mapping. Diamond drilling was planned but has now been deferred until next season, so that results from this year's work can be fully evaluated. Descriptions of exploration programs at specific projects is disclosed below in the applicable mineral property summary.

(c) Equity Portfolio

Strategic currently holds securities in 24 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 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 August 25, 2022, Strategic held a total of 81,870,212 Rockhaven shares, representing 29.65% of the 276,136,470 issued Rockhaven share capital. These shares had a market value of approximately $6.14 million on that date. All Rockhaven 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 Rockhaven holdings. Certain officers and directors of Strategic are also officers and directors of Rockhaven. For more information concerning Rockhaven, readers should refer to that company's website.

(b) GGL

As of August 25, 2022, Strategic held a total of 21,329,553 shares of GGL, representing approximately 34.48 % of the 61,857,475 issued and outstanding common shares of GGL. These shares had a market value of approximately $2.45 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. For more information concerning GGL, readers should refer to that company's website.

(c) Silver Range Resources Ltd. ("Silver Range")

As of August 25, 2022, Strategic held a total of 15,263,673 shares of Silver Range, representing approximately 17.17% of the 88,905,504 issued and outstanding common shares of Silver Range. These shares had a market value of approximately $1.07 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. For more information concerning Silver Range, readers should refer to that company's website.

(d) Precipitate Gold Corp. ("Precipitate")

As of August 25, 2022, Strategic held 20,391,327 common shares of Precipitate, representing approximately 15.72% of the 129,716,808 issued and outstanding Precipitate common shares. These shares had a market value of approximately $1.33 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. For more information concerning Precipitate, readers should refer to that company's website.

(e) Trifecta Gold Ltd. ("Trifecta")

As of August 25, 2022, 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 $345,000 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. For more information concerning Trifecta, readers should refer to that company's website.

(f) Honey Badger Silver Inc. ("Honey Badger")

As of August 25, 2022, 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 $1.91 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. For more information concerning Honey Badger, reader should refer to that company's website.

(g) Broden

As of August 25, 2022, Strategic held 4,944,444 common shares of Broden representing approximately 32.817% of the 15,067,784 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

As of August 25, 2022, Strategic held 15,000,001 common shares of Terra, representing approximately 11.7% of the issued and outstanding Terra common shares. Strategic also holds 5,000,000 warrants each entitling the holder to purchase one common share at a price of US$0.1868 per share at any time until September 23, 2023. Terra is a private company whose market value has not yet been determined. All Terra shares are held by Strategic for investment purposes.

As Strategic's investment in Terra was diluted to 11.7% based on an equity financing completed by Terra, in early 2022, Strategic has discontinued accounting for its investment in Terra using the equity method, and now accounts for its investment as a financial asset at fair value.

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). For more information concerning Terra, readers should refer to that company's website.

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	NWT
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, 2021 and will expire on December 2, 2022. Under the 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 of 2008, a total of 7,044,000 shares have been purchased under all Buy-back Plans.

Shareholder Rights Plan

At the December 10, 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.

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 June 30, 2022, legal fees and disbursements totalling $83,120 were incurred with a personal law corporation controlled by Glenn R. Yeadon ("Yeadon"), the Secretary and a director of Strategic, compared to $35,694 incurred during the three months ended June 30, 2021. During the six months ended June 30, 2022, legal fees and disbursements totalling $98,750 were incurred with Yeadon, compared to $66,086 incurred for the six months ended June 30, 2021.

The following figures are consolidated and include the accounts of Rockhaven and GGL. During the three months ended June 30, 2022, $42,500 in accounting fees were incurred with Donaldson Brohman Martin, Chartered Professional Accountants, compared to $55,700 incurred during the three months ended June 30, 2021. During the six months ended June 30, 2022, accounting fees and disbursements totalling $84,000 were incurred with Donaldson Brohman Martin, compared to $85,200 incurred for the six months ended June 30, 2021. 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 June 30, 2022, management fees totalling $10,500 were paid to Ian Talbot, Strategic's Chief Operating Officer, compared to $10,500 paid during the three months ended June 30, 2021. During the six months ended June 30, 2022, consulting fees totalling $21,000 were paid to Talbot, compared to $42,000 incurred for the six months ended June 30, 2021.

During the three months ended June 30, 2022, fees for management services totalling $29,655 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 $18,225 paid during the three months ended June 30, 2021. During the six months ended June 30, 2022, fees for management services totalling $50,490 were paid to Drechsler, compared to $42,660 paid during the six months ended June 30, 2021.

During the three months ended June 30, 2022, fees for management services totalling $36,000 were paid to ECEE Money Limited ("ECEE"), a private British Columbia corporation controlled by Douglas Eaton, the President of Strategic. ECEE began providing management services to Strategic on March 1, 2022. No comparative figures for previous three or six month periods are available. Previously, Douglas Eaton was a paid consultant to Archer Cathro, which provided management services to Strategic, as discussed in the following sub-section.

Archer Cathro

The following figures are consolidated and include the accounts of Rockhaven and GGL. During the three months ended June 30, 2022, $777,326 in costs related to mineral property acquisition, exploration and evaluation, management, office rent and administration were billed by Archer Cathro compared to $885,075 billed by Archer Cathro during the three months ended June 30, 2021. During the six months ended June 30, 2022, $1,194,469 in costs related to mineral property acquisition, exploration and evaluation, management, office rent and administration were billed by Archer Cathro compared to $1,259,606 billed by Archer Cathro during the six months ended June 30, 2021.

Archer Cathro is a private geological consulting firm with offices in Vancouver and Squamish, British Columbia and Whitehorse, Yukon. Douglas Eaton ceased to be a partner in Archer Cathro effective February 28, 2022. Prior to that date, Douglas Eaton was a director of Archer Cathro and a director of Strategic, Rockhaven, Silver Range, Honey Badger, Broden and GGL.

Effective March 1, 2022, Douglas Eaton became a consultant to Strategic. He is remunerated by way of consulting fees through ECEE and is not an employee of Strategic. Mr. Eaton is not an employee of or consultant to any of the Subsidiary Companies and does not receive any salary, bonuses or benefits directly from the Subsidiary Companies other than by way of incentive stock options.

Prior to March 1, 2022, Mr. Eaton received indirect compensation from Strategic and the Subsidiary Companies through his interest in Archer Cathro. That indirect compensation depended on Archer Cathro's profitability and was 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 varied between 20 and 100% at various times since he became a partner in 1981 and prior to March 1, 2022, he held a minority interest.

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 June 30, 2022 is rent for furnished space in Archer Cathro's Vancouver office. Office rental fees are charged on a monthto-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 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.

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 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 operations conducted by Strategic and the Subsidiary Companies 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) Climate Change

The operations of Strategic and the Subsidiary Companies could be positively or negatively impacted by new regulations and developments related to climate change. Where possible, Strategic and the Subsidiary Companies conduct their exploration in a manner that minimizes their respective use of hydrocarbon-based energy, but options are limited by the temporary nature of the exploration camps and their lack of access to electrical power grids. Several of Strategic's projects are being explored for critical metals that are used in electrical generation and distribution, and in new battery technologies. Demand for these metals is projected to grow significantly as the world moves away from hydrocarbon fuels.

(h) Labour and Supply Issues

The operations of Strategic and the Subsidiary Companies could be disrupted or delayed by shortages of workers, services or supplies. The shortages of labour and supplies are affecting most businesses and are resulting in higher rates of inflation throughout the economy. Delays and inflation could make budgeting unreliable and result in the shortening or cancelling of some planned exploration programs.

(i) 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.

(j) Price Volatility of Publicly Traded Securities

The ongoing COVID-19 pandemic and the Russian invasion of Ukraine continue to produce significant market volatility and uncertainty globally. Economic sanctions have been imposed on Russia by many western governments including Canada. Based on supply chain disruptions and global inflation resulting from measures taken to mitigate the effects of COVID-19, the Russian economic sanctions and the invasion itself, market volatility and uncertainty are likely to continue.

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, 2021. 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

On May 9, 2022, Rachele Gordon was appointed to the Strategic board of directors and as the Chair of the Audit Committee. Also on May, 9, 2022, Bruce Kenway retired as a Strategic director and the Chair of the Audit Committee.

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 expiring on February 3, 2023, at an exercise price of $0.45 per share. The options are fully vested. 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.

(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 currently has 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.

2022 Exploration Program

The 2022 exploration program will include work on 12 of Strategic's wholly owned mineral projects. The 2022 program was budgeted at approximately $1.85 million, but this has been reduced to $1.3 million, because diamond drilling has been removed from the scheduled work program. The most significant expenditures will be incurred at the Craig, Crag, Rod, Alotta, Mint and CD properties. Each of the properties is outlined below.

(a) Craig, Crag and Rod Properties

In late 2021, Strategic acquired the Craig silver-lead-zinc deposit through staking. The property is located between Strategic's wholly owned Crag and Rod projects in east-central Yukon. The Crag and Rod projects are situated in the Craig Belt, a subset of the 175 km long Rackla Belt, which is known for its high-grade silver-lead-zinc and gold deposits.

The Craig deposit contains an inferred mineral resource of 874,980 tonnes grading 123.4 g/t silver, 8.5% lead and 13.5% zinc. The estimate is based on work by Falconbridge Limited in the mid-1990's prior to the implementation of NI43-101 and is therefore considered historical in nature. A qualified person has not done sufficient work to classify the historical estimate as current mineral

resources or reserves and Strategic is not treating the historical estimate as current mineral resources or reserves.

The Craig deposit is situated approximately 145 km northeast of Mayo, Yukon and 10 km south of the Rackla Airstrip, a primary staging point for exploration programs in the Rackla Belt.

Combined, the Crag and Rod projects comprise 1569 contiguous mineral claims, encompassing 31,200 hectares (312 km²). The claims cover numerous Mississippi Valley ("MV") type and veinhosted silver-lead-zinc occurrences and areas with Carlin-type pathfinder mineralization and alteration. The claims are located within the traditional territory of the Na-Cho Nyak Dun First Nation.

Mineralization in the Craig area was first discovered in 1976 and during the next few years, surface exploration and shallow diamond drilling identified a mineralized trend known as the Craig Belt, which includes six highly prospective silver-lead-zinc±copper occurrences, namely the Craig deposit, the Discovery, the Trent, the Azire, the Nadaleen and the Scott zones.

Most of the mineralization in the Craig Belt is hosted within a southeast-trending unit of dolostone and lesser limestone belonging to the Algae Lake Formation, which can be traced along surface for over 6000 m and is up to 300 m wide. This unit is informally referred to as the Craig Carbonate Horizon.

Strategic staked its first Rod claims in 2008 to cover high-grade silver-lead-zinc veins, and in 2010 it expanded the Rod property and staked the Crag claims as part of a major staking rush that followed the discovery of Carlin-type gold mineralization in the Rackla Belt. During this staking rush, Strategic acquired most of the Craig Belt, but a few claims covering the Craig Deposit were still held by a major mining company. When those claims expired in late 2021, the Craig Deposit was immediately re-staked by Strategic.

Past work by Strategic in the Craig Belt mainly focused on the Trent Zone, where Carlin-type pathfinder minerals and alteration occur in the hanging wall of the silver-lead-zinc zone. Several diamond drill holes completed by Strategic in 2011 and 2012, designed to test the Carlin-type targets, also intersect significant MV type silver-lead-zinc mineralization.

The historical inferred resource estimate produced by Falconbridge Limited and as outlined above was the result of diamond drill programs completed between 1977 and 1980. Since the 2021 staking of the claims covering the Craig Deposit, Strategic has completed 3-D geological modeling of the Craig deposit and the Trent zone. This modelling suggests that both areas of mineralization are open to expansion, along strike and to depth.

The limited drilling done to date at the Discovery and Nadaleen zones has returned highly encouraging results. The Azure zone has never been drill tested.

Highlight results from historical drill holes at the Craig deposit and the Discovery, Nadaleen and Trent zones can be viewed in the Strategic news release dated March 17, 2022.

Mineralization in the five zones in the eastern part of the Craig Belt is principally controlled by silicified breccia structures, which appear to be related to solution collapse and karst development. Sphalerite and galena are the major sulphides present, while pyrite and tetrahedrite occur in minor amounts. Sulphides occur as disseminations, erratic replacements of dolomite, pore fillings in dolomite, vein fillings of fractures and faults, and matrix filling of breccias. Smithsonite and hydrozincite are common in outcrop. Surface sampling completed by Strategic at the Trent, Azure, Discovery and Nadaleen zones has returned peak values of 283 g/t silver, 53.3% lead, 27.4% zinc and 4.7% copper.

Little is known about the Scott zone in the western part of the belt. It is a galena-rich vein and is separated from the other zones by a large thrust fault. Although it lies directly along trend of the Craig Belt, it may be related to similar silver-lead veins located about 5 km to the west on the Rod property.

Work in 2022 at the Craig, Crag and Rod property by Strategic included detailed structural and lithological mapping, thorough prospecting and infill soil geochemical sampling at an estimated cost of $210,000. As of August 25, 2022, the program had been completed and results were pending.

(b) Alotta Property

The Alotta project is located 40 km south of Western Copper and Gold Corporation's Casino porphyry deposit, which hosts 2.4 billion tonnes of M&I resources containing 7.6 billion pounds of copper at 0.14% and 14.5 million ounces of gold at 0.19 g/t.

The 15 sq km Alotta property covers a broad magnetic low that corresponds to a zone featuring high-level dykes, brecciation and pervasive phyllic and potassic alteration. This zone is developed within a large pluton that elsewhere consists of unaltered, magnetite-bearing granodiorite. The magnetic low is the result of sulphide replacement of magnetite within the altered zone.

Soil geochemical surveys conducted by Strategic have outlined a very large, multi-element anomaly that closely coincides with the magnetic low. The anomaly shows classic porphyry-style metal zonation with a 4200 m long by up to 1500 m wide core of strong copper and molybdenum values flanked by high lead, zinc and silver results. High gold-in-soil values, which reach a maximum of 2680 ppb, occur throughout the entire area of grid sampling and likely relate to both the porphyry mineralization and fringing vein systems.

The Alotta project and nearby Casino deposit lie within the unglaciated portion of Yukon, which is characterized by deep weathering. The Casino deposit has been subject to intense leaching of mobile metals, which has resulted in a thick, gold-enriched but copper-depleted, leached cap that sits atop a zone of supergene, copper-enriched sulphides and deeper, hypogene sulphides. Most rocks collected from surface at Alotta contain limonite-coated pits and fractures, and sulphide minerals are rare. No holes have been drilled yet on the property, so the depth of weathering is unknown.

There is almost no outcrop on the Alotta property and most parts are heavily vegetated. Work by the Yukon Geological Survey has shown that residual rocks and soils in similar settings in western Yukon are typically blanketed by a thick but intermittent layer of eluvium and younger volcanic ash. These features, coupled with the deep weathering and localized metal leaching, hamper the effectiveness of prospecting and can dampen analytical values for mobile metals, like copper. Despite these limitations, soil geochemical sampling at Alotta has produced encouraging results and rock sampling has yielded elevated values, especially for gold. The highest values obtained to date from rock samples are 0.44% copper and 8.73 g/t gold.

The 2022 IP survey planned for the Alotta property should give some indication as to the depth of weathering and the nature alteration and mineralization in the underlying porphyry system. The 2022 work program has not yet started and is anticipated to cost approximately $235,000.

(c) Mint Property

The Mint project is a 50 sq km property located 26 km south of the Alaska Highway. It is one of the youngest porphyry systems in Canada and is hosted in within Oligocene-age granodiorite and porphyry dykes with alteration and mineralization permeating into a nearly coeval, overlying basalt unit.

Work programs conducted by Strategic since 2010 have outlined interesting geochemical and geophysical features that are centered on a zone of hydrothermal alteration, marked by a prominent gossan. Soil geochemistry has returned strong copper, gold and molybdenum values within an area about 2,000 m in diameter. A prominent magnetic high that underlies the southern part of the area is flanked to the north by a zone with elevated potassium radiometrics. The northern part of the area of interest is mostly covered by talus while the southern part is blanketed by glacial and eluvial material. An IP survey that covered the southern part of the area of interest identified chargeability highs that partially coincide with the core of the magnetic high.

In 2012, six relatively short, diamond drill holes tested in and around the magnetic and chargeability anomalies. Most of these holes intersected strongly fractured, phyllic altered rocks that returned moderately to strongly enriched gold values but only weakly elevated copper and molybdenum values. The best results were from the most northerly hole (M12-03), which averaged 0.204 g/t gold over its entire 331 m length, including a 53 m interval grading 0.556 g/t gold near the bottom of the hole. This hole lies just north of the magnetic high, in the southern part of the potassium radiometric anomaly.

In 2021, detailed mapping and prospecting discovered a 300 m in diameter area containing well mineralized, stockwork and sheeted quartz veining, about 800 m north of hole M12-03. This northern target lies within the potassium radiometric high and shows moderate to weak magnetic response. It was not covered by the historical IP survey. Rock samples collected in 2021 from the northern target contained much more copper and molybdenum than those collected elsewhere in the Mint porphyry system and returned strongly elevated results, including peak values of 2.3% copper, 1.365 g/t gold, 32 g/t silver and 0.337 % molybdenum.

The planned 2022 IP survey will expand coverage to include the newly discovered zone of mineralization. Once interpreted, the results should provide more information concerning lateral and vertical zonation of mineralization and alteration within the porphyry system, which will guide future drilling. The 2022 program has not yet started and is anticipated to cost $155,000.

(d) CD Projects

The CD project is a 277 sq km property that lies 20 km west of the road accessible, Klaza goldsilver deposit owned by Rockhaven Resources Ltd. The setting at CD resembles that of Klaza and the Casino deposit further to the north, with epithermal veins flanking a porphyry system.

The CD property was identified soon after the Casino deposit was discovered in the late 1960s, and early exploration efforts focussed on an area of strong copper-in-soil geochemistry in the lower part of a west-facing valley. A few shallow drill holes, which tested this target intersected relatively fresh unmineralized rocks.

Soil geochemical and IP surveys conducted by Strategic have identified an area of strong gold-insoil anomalies uphill to the east of the copper anomalies, which coincide with a well-defined trend of chargeability highs and coincident resistivity lows. There is no outcrop in the area of these anomalies, and much of the area is blanketed by frozen eluvium and younger volcanic ash. Mapping of rocks taken from soil near the gold-in-soil and IP anomalies crudely outlined areas of porphyry-style alteration and brecciation. All of these rocks were strongly weathered and no residual sulphide minerals were reported.

The exploration model at the CD project envisions leaching of copper from near surface rocks located on the upper slopes and hydromorphic transport of the copper in acidic groundwater down gradient to the west, before it is reprecipitated in organic-rich soils on the nearby, valley floor. The less mobile gold would be left behind when the copper is leached, marking the source area. At the Casino deposit, there is a well-developed leached cap and an area where copper-enriched springs come to surface, creating a transported soil anomaly downstream of the deposit.

A helicopter-borne magnetic and radiometric surveys was completed as part of the 2022 program at a cost of $60,000. Results of the 2022 survey are begin compiled into a comprehensive 3-D model together with the earlier IP data. The 3-D model should help to identify lithological contacts and zonation within alteration related to the porphyry system.

(2) Properties Optioned to Other Parties

(a) Kluane Property

By restated option agreement dated August 10, 2022, Strategic granted Juneau Mining Ltd. ("Juneau"), a private Toronto based Canadian corporation an option to acquire a 100% interest in its Kluane property. The restated option agreement replaces an earlier option agreement dated May 10, 2022.

Juneau can exercise the option and acquire the Kluane property acquire the project by: (i) paying Strategic an aggregate $250,000 by December 31, 2023; and (ii) incurring aggregate exploration expenditures of $1,250,000 on the property by December 31, 2024. Strategic will retain a 3% net smelter return royalty, one-third of which Juneau may purchase for $1,000,000 through a series of annual advanced royalty payments.

The Kluane property is located 45 km north-northwest of Haines Junction, Yukon, 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 property comprises 279 contiguous mineral claims encompassing an area totalling approximately 5550 hectares (55.5 sq. km.).

Strategic carried out a 2021 work program on the Kluane property, consisting of geological mapping, prospecting and hand trenching. 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 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 quartz-diorite 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
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 property 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.

Juneau is expected to perform work at the Kluane property in 2022, but it has not yet announced it exploration plans.

(b) 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. On July 8, 2022, Strategic formally terminated the April 19, 2021 agreement following UCMI's failure to maintain certain placer claims forming part of the Mount Hinton property.

A 2021 exploration program and budget were approved by UCMI, and the work was subsequently carried out by Strategic as the operator. UCMI has never reimbursed Strategic for the 2021 work program and accordingly, the 2021 results were never released to UCMI. Strategic management is reviewing the legal avenues available to recover the cost of the 2021 program from UCMI.

Following the July 8, 2022 termination of the option with UCMI, Strategic has designed a 2022 exploration program consisting of additional prospecting, soil sampling and geological mapping on the property. The estimated cost of the 2022 work program is $260,000. Results from the 2021 and the 2022 programs at the Mount Hinton property will be released once all data has been received and interpreted.

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.

(c) 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 combtextured quartz horizons adjacent to calcite-chlorite-albite altered sills or flows, within intervolcanic mudstones.

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.

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

Highlights from the 2019 diamond drilling are tabulated below:

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

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 in summer 2021, but no other work was done in 2021. Priveco has not advised Strategic of its exploration plans for 2022.

(d) 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 was done at either of these properties in 2021. Priveco has not advised Strategic of its exploration plans for 2022.

(e) 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.

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 was done at this property in 2021. Priveco has not advised Strategic of its exploration plans for 2022.

(f) 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 twelve months of exercising the first option.

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 conducted geophysical surveys in 2021 as part of a larger program that it is conducting on its adjacent Silver Hart property. CMC has not yet announced its exploration plans for 2022.

(g) 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 previous drill intersection 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 deferred work that was planned for the Saloon property in 2021 until 2022. Cypress has not yet announced it exploration plans for 2022.

(h) Hopper Property

By agreement dated March 31, 2021, Strategic granted CAVU Energy Metals Corp., formerly 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 completed six diamond drill holes at Hopper during summer 2021. 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.

CAVU built a new camp on the property and has reported results from its 2022 diamond drill program, which tested various skarn and porphyry targets (see CAVU news releases dated May 24, July 11 and August 2, 2022).

(i) 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:

• 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.

Honey Badger has been granted a Yukon Mineral Exploration Program grant, which will help to finance a prospecting and sampling program at the Groundhog property in 2022.

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.

Honey Badger has not announced any plans for exploration at the Hy property in 2022.

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.

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.

Honey Badger performed soil sampling, prospecting and mapping at the Plata property in 2021 and plans to perform a similar work program in 2022.

Based on the results of the 2021 program, Honey Badger has retained Archer Cathro to complete a comprehensive three-dimensional geological model using historical and recent data to define future exploration targets (see Honey Badger news release dated May 3, 2022).

(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 2022 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 or 2021, and none is planned for 2022.

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 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 July 8, 2022, Strategic terminated the Mount Hinton property option agreement with UCMI. See "Mount Hinton Property for additional information.

On July 8, 2022, a total of 7,146,406 share purchase warrants with an exercise price of $0.65 expired. The warrants were issued as part of the first tranche of a July 2020 private placement.

On July 15, 2022, a total of 2,578,594 share purchase warrants with an exercise price of $0.65 expired. Also on July 15, 2022, a total of 583,500 agent compensation warrants with an exercise price of $0.45 expired. All of these warrants were issued as part of the second tranche of a July 2020 private placement.

A restated option agreement with Juneau related to the Kluane property was executed effective August 10, 2022. The restated option agreement replaces an earlier option agreement between the parties dated May 10, 2022. 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 August 25, 2022, there were 110,955,967 common shares issued and outstanding. There are no outstanding Class A or Class B preferred shares.

Stock Options

As of August 25, 2022, the following incentive stock options were outstanding:

Number ofOptionsOutstanding	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
2,800,000	$0.39	June28, 2026
9,370,000

Warrants

As of August 25, 2022, Strategic had no outstanding share purchase warrants.

STRATEGIC METALS LTD. 510 – 1100 Melville Street Vancouver, B.C. V6E 4A6 Tel: 604-687-2522 E-mail: rdrechsler@strategicmetalsltd.com Trading Symbol: TSX-V: SMD

CORPORATE INFORMATION

Larry B. Donaldson, Port Moody, B.C. Chief Financial Officer Ian J. Talbot, North Vancouver, B.C. Chief Operating Officer Glenn R. Yeadon, Vancouver, B.C. Secretary and Director Richard M. Drechsler, Squamish, B.C. Vice-President Communications Bruce A. Youngman, Powell River, B.C. Independent Director Lee A. Groat, West Vancouver, B.C. Independent Director Ryan E. Schedler, Dallas, Texas Independent Director Rachele Gordon, Coquitlam, B.C. 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

W. Douglas Eaton, North Vancouver, B.C. President, Chief Executive Officer and Director

DAWSON PROJECT SELWYN PROJECT FINLAYSON PROJECT OOO (YT) HOPKINS PROJECT Obvious Property (YT) Moraine Property (YT) Harken Property KATHLEEN PROJECT Harlet Property Rusty Property (YT) Harlow Property Zap Property (YT) TOMBSTONE PROJECT KLUANE PROJECT Antimony Property (YT) LANSING PROJECT LS Property (YT) LOGAN PROJECT Piper Property (BC) M'CLINTOCK PROJECT Van Property (NWT) Hartless Joe Property (YT) FINLAYSON PROJECT MIDAS TOUCH PROJECT Bolt Property (YT) NORTH CANOL ROAD PROJECT Reid Property (YT) RANCHERIA SILVER PROJECT String Property (YT) Meister Property (YT) OTHER PROJECTS

Schedule "A" - List of Projects Sixty Mile Property (YT) Airstrip Property (YT) Top Property (YT) Fog Property (YT) Clint/Magnum Property Shadow Property (YT) Four Corners Property (YT) SOUTH CANOL ROAD PROJECT HDL Property (YT) Hidden Property (YT) Hopper Property (YT) STRATEGIC NICKEL PROJECT Kluane Property (YT) Sawbuck (Ham) Property (YT) Bur Property (YT) STAND ALONE PROPERTIES Nikki Property (YT) Meloy Property (YT) Mint Property (YT) Alotta Property (YT) Vault Property (YT) Blind Property (YT) - Gamble Property Bob Property (YT) - Glenn Property Boot Property (YT) - Kelli-Reed Property Batt Property (YT) Husky Property (YT) Dabb Property (YT) Leah Property (YT) Gas Property (YT) Leroy Property (YT) Gator Property (YT) Liam Property (YT) Green Gulch Property Lisa Property (YT) Harry Property (YT) Lois Property (YT) Hec Property (YT) Luke Property (YT) CD Property (YT) Naws Property (YT) Mount Hinton Property (YT) Lancer Property (YT) Oli Property (YT) Nels Property (YT) OOO Property (YT) Timber Property (YT) Saloon Property (YT) Uno Property (YT) Taffy Property (BC) Byng Property (YT) GK Property (BC) Mars Property (YT) Arm Property (YT) Crag East Property (YT) Coach Property (YT) Crag Property (YT) Cork Property (YT) Nad Property (YT) Gam Property (YT) Rod North Property (YT) Hi Property (YT) Rod Property (YT) Hoole Property (YT) Craig Property (YT) MC Property (YT) Scarlett East Property (YT) Evoy Property (YT) Smac JV Property (YT) Jeff Property (YT) Staff Property (YT) Lea Property (YT) Wand Property (YT) Loop Property (YT) Harvest Property (YT) Simpson Property (YT) Blue Heaven Property (YT) Wind Property (YT) Con Property (YT) Jake Property (YT) Convert Property (YT) Tidd Property (YT) Pigskin Property (YT) Flip Property (YT) QB Property (YT) Grayling Property (YT) Ranch Property (BC) Rye Property (YT) Sayyea Property (YT) Koi Property (YT)

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