Talisker Resources — Interim / Quarterly Report 2020

Nov 16, 2020

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(formerly Eurocontrol Technics Group Inc.)

Management’s Discussion & Analysis For the three and nine month periods ended September 30, 2020 Dated November 16, 2020

Management’s Discussion and Analysis For the three and nine month periods ended September 30, 2020 (in Canadian dollars unless otherwise noted)

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Forward-Looking Statements

This Management’s Discussion and Analysis (“MD&A”) contains certain statements that may be deemed “forward-looking statements,” within the meaning of certain securities laws. Forward-looking statements relate to management’s expectations or beliefs about future performance, events, or circumstances that include, but are not limited to, reserve or resource potential, exploration and operational activities, and events or developments that the Company expects or targets. Forward-looking statements can usually be identified by words such as: “future”, “plans”, “scheduled”, “expects”, “intends”, “estimates”, “forecasts”, “will”, “may”, “could”, “would”, and variations thereof. Although the Company believes that these statements are based on reasonable assumptions, all forward-looking statements involve known and unknown risks and uncertainties that may cause the actual performance, events, or circumstances of the Company to be materially different than anticipated. The forward-looking information in this MD&A describes the Company’s expectations as of the date of this MD&A.

The results or events anticipated or predicted in such forward-looking information may differ materially from actual results or events. The Company and its operations are also subject to a large number of risks, including: the Company’s liquidity and financing capability, fluctuations in gold prices, market conditions, results of current exploration activities, the possibility of a labour stoppage or shortage, delays in obtaining government permits and approvals and such other risks as discussed herein and in other publicly filed disclosure documents. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in such forward-looking statements, there may be other factors that cause performance, events, or circumstances to differ materially from those described in forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate. Accordingly, readers should not try to place undue reliance on forwardlooking statements contained in this MD&A.

The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company’s forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

Forward-looking statements are based on management’s current plans, estimates, projections, beliefs, and opinions and Talisker does not undertake any obligation to update forward-looking statements should the assumptions related to these plans, estimates, projections, beliefs and opinions change, except as required by law.

Qualified Person

The technical information contained in this MD&A has been approved by Leonardo de Souza (BSc, AusIMM (CP) Membership 224827), Talisker’s Vice President, Exploration and Resource Development, who is a “qualified person” within the meaning of National Instrument 43-101 (“NI 43-101”), Standards of Disclosure for Mineral Projects.

1

Management’s Discussion and Analysis For the three and nine month periods ended September 30, 2020 (in Canadian dollars unless otherwise noted)

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Recent Developments, Exploration Properties, Outlook and Strategy

RECENT DEVELOPMENTS

Talisker Resources Ltd. (formerly Eurocontrol Technics Group Inc.) (“Talisker” or the “Company”) is a publicly listed company incorporated in British Columbia and continued in the Province of Ontario. The Company is engaged in exploration and evaluation of mineral properties in British Columbia.

On February 4, 2020, the Company closed a bought deal private placement that was announced on January 7, 2020 raising $13,059,988 in gross proceeds with the issuance of 15,333,320 common shares at a price of $0.33 per common share and 16,161,600 charity flow-through common shares (the “Charity FT Shares”) at a price of $0.495 per Charity FT Share. In connection with the private placement, the Company paid $667,387 in cash commissions and issued an aggregate of 620,817 compensation warrants, with each compensation warrant entitling the holder to acquire one common share of the Company at a price of $0.33 for a period of 24 months.

On February 12, 2020, the Company announced that it was undertaking a drill program at the Bralorne Gold Project. In press releases dated April 1[st] , May 5[th] , May 26[th] , June 9[th] , July 6[th] , July 16[th] , September 8[th] and October 19[th] of 2020, the Company provided updates on the drill program including assay results. Further details of the exploration drill program and results are included under Exploration Properties.

On July 30, 2020, the Company’s shares were qualified to trade on the OTCQX Best Market.

On August 13, 2020, the Company closed a bought deal private placement for gross proceeds of $23,000,000. In connection with the offering, the Company issued an aggregate of 28,260,870 units at a price of $0.46 for gross proceeds of $13,000,000 and 15,625,000 charity flow-through units at a price of $0.64 for gross proceeds of $10,000,000. Each unit and charity flow through unit was comprised of one common share and one-half of one common share purchase warrant with each warrant entitling the holder to purchase one common share at an exercise price of $0.70 for a period of 12 months from the date of issuance thereof. The warrants were ascribed a fair value of $3,752,000 which was valued using the BlackScholes pricing model with the following assumptions: dividend yield 0%; risk free interest 0.28%; volatility 132% and an expected life of 12 months. In consideration for their services, the Company paid cash commissions and incurred other closing costs totaling $1,517,215. The use of proceeds was defined as:

Drilling and Associated Costs $ Environmental Property Camp Working Capital Total $	13,000,000 2,000,000 1,500,000 1,000,000 5,500,000
	23,000,000

On September 2, 2020, the Company filed an Annual Information Form for the year ended December 31, 2019 (the “AIF”) and a technical report (the “Technical Report”) prepared in accordance with NI 43-101 in respect of the “Bralorne Gold Project, located in Bralorne, British Columbia”. The Technical Report includes a Mineral Resource Estimate included under Exploration Properties, Bralorne Gold Project. The Technical Report has an effective date of July 24, 2020 and includes information on the Bralorne Gold Project up to that date. The current resource estimate is limited to the area between the historic Bralorne and King mines where Avino Silver & Gold Mines Ltd. (“Avino”), the prior owner, concentrated its test mining activities and does not include any of the recent exploration drilling conducted by Talisker since acquiring the Bralorne Gold Project.

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Management’s Discussion and Analysis For the three and nine month periods ended September 30, 2020 (in Canadian dollars unless otherwise noted)

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On October 14, 2020 The Company’s shares began trading on the TSX under the symbol “TSK”. In connection with the listing on the TSX, the Company submitted a requested to the Canadian Securities Exchange (the “CSE”) to voluntarily delist its common shares from the CSE effective October 13, 2020.

The outbreak of COVID-19 has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown. On April 1, 2020, the Company temporarily suspended its operations in British Columbia for good practices in relation to public health measures and out of concern for the Company’s employees and out of respect for the Company’s Indigenous partners and other local communication members who were concerned about the introduction of the virus to the area from outsiders travelling to the Bralorne Gold Project. On May 26, 2020, the Company announced that it had re-commenced drilling operations with new protocols and practices in place to abide by the public health regulations and guidelines. The duration and impact of the COVID-19 pandemic is unclear at this time and as a result it is not possible for management to estimate the severity of the impact it may have on the financial results and operations of the Company in future periods. It is management’s assumption that the Company will continue to operate as a going concern. Based on current legislation, as of September 30, 2020, the Company is required to spend approximately $14,900,000 out of which $100,000 is to be spent by December 31, 2020 and $14,800,000 to be spent by December 31, 2021 in connection with its flow-through offerings (December 31, 2019 - $3,158,000). On July 7, 2020, the Department of Finance proposed to extend the flow-through funds spend period and the look-back rule by one year, including suspending the Part XII.6 tax for the same period. Assuming the extension will be enacted, as of September 30, 2020, the Corporation is required to spend $100,000 of flow-through funds by December 31, 2021 and $14,800,000 of flow-through funds by December 31, 2022.

EXPLORATION PROPERTIES

The exploration and evaluation expenses for the Company are summarized as follows:

Three months ended September 30, Three months ended September 30, Nine months ended September 30, Nine months ended September 30,	Three months ended September 30, Three months ended September 30, Nine months ended September 30, Nine months ended September 30,	Three months ended September 30, Three months ended September 30, Nine months ended September 30, Nine months ended September 30,	Three months ended September 30, Three months ended September 30, Nine months ended September 30, Nine months ended September 30,	Three months ended September 30, Three months ended September 30, Nine months ended September 30, Nine months ended September 30,
	2020	2019	2020	2019
Bralorne Gold Project	$ 3,058,899	$-	$ 5,203,626	$-
Spences Bridge Gold Project	678,567	845,479	1,529,022	1,626,363
Exploration and evaluation expenditures	$ 3,737,466	$ 845,479	$ 6,732,648	$ 1,626,363

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Management’s Discussion and Analysis For the three and nine month periods ended September 30, 2020 (in Canadian dollars unless otherwise noted)

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The exploration and evaluation expenses for the Company by expenditure classification is summarized as follows:

Three months ended September 30, Three months ended September 30, Nine months ended September 30, Nine months ended September 30,	Three months ended September 30, Three months ended September 30, Nine months ended September 30, Nine months ended September 30,	Three months ended September 30, Three months ended September 30, Nine months ended September 30, Nine months ended September 30,	Three months ended September 30, Three months ended September 30, Nine months ended September 30, Nine months ended September 30,	Three months ended September 30, Three months ended September 30, Nine months ended September 30, Nine months ended September 30,
	2020	2019	2020	2019
Consulting	$ 162,838	$ 148,900	$ 692,765	$ 302,900
Salaries and wages	832,612	401,650	1,524,828	676,453
Drilling	1,879,572	-	2,806,436	-
Assays	322,659	52,296	468,164	64,895
Field supplies & administrative	583,123	(979)	1,050,331	260,862
Travel and other	23,953	145,571	68,763	223,212
Equipment rentals	81,768	98,041	138,606	98,041
Share based payments	169,000	-	225,462	-
Equipment repairs & maintenance	1,122	-	76,474	-
Recovery of exploration and evaluation expenditures	(319,181)	-	(319,181)	-
Exploration and evaluation expenditures	$ 3,737,466	$ 845,479	$ 6,732,648	$ 1,626,363

The mine care and maintenance costs for the Company by expenditure classification is summarized as follows:

Three months ended September 30, Three months ended September 30, Nine months ended September 30, Nine months ended September 30,	Three months ended September 30, Three months ended September 30, Nine months ended September 30, Nine months ended September 30,	Three months ended September 30, Three months ended September 30, Nine months ended September 30, Nine months ended September 30,	Three months ended September 30, Three months ended September 30, Nine months ended September 30, Nine months ended September 30,	Three months ended September 30, Three months ended September 30, Nine months ended September 30, Nine months ended September 30,
	2020	2019	2020	2019
Consulting	$ 319,438	$-	$ 390,951	$-
Salaries and wages	89,248	-	387,020	-
Field supplies and administrative	136,167	-	253,445	-
Assays	10,026	-	27,081	-
Share based payments	77,000	-	161,692	-
Equipment repairs & maintenance	64,699	-	109,996	-
Mine care and maintenance costs	$696,578	$-	$ 1,330,185	$-

Talisker’s exploration projects include the Bralorne Gold Complex, an advanced stage project with significant exploration potential from a historical high-grade producing gold mine as well as its Spences Bridge Gold Project where the Company holds ~85% of the emerging Spences Bridge Gold Belt, the BakerShasta Project and several other early stage Greenfields projects listed below. The Company’s properties comprise 297,644 hectares over 331 claims, six leases and 198 crown grant claims.

Southern British Columbia Properties

Bralorne Gold Project

Located in southern British Columbia, the Bralorne Gold Project comprises the tenure owned by Bralorne Gold Mines Ltd., a wholly-owned subsidiary of Talisker, that comprises several historic mine workings (Pioneer, Bralorne, King and Taylor-Bridge mines) as well as additional tenure acquired by Talisker in 2020,

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Management’s Discussion and Analysis For the three and nine month periods ended September 30, 2020 (in Canadian dollars unless otherwise noted)

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the Royalle property, the NaiKun Wind Crown Grant claims, the Congress property and the Bralorne Crown Grant Extensions (further described below). With these acquisitions, the Bralorne Gold Project encompasses 120 square kilometres comprising 55 mineral claims, three leases and 198 Crown Grant claims. The Bralorne Gold mine complex produced approximately 4.2 million ounces of gold at a grade of 17.7 g/t Au from 30 veins in three adjacent mines; Bralorne, Pioneer and King, until eventual closure in 1971 due to depressed gold prices.

The Bralorne Gold Project tenure held by Bralorne Gold Mines has a current mineral resource estimate of 49,000 tonnes at 0.394 opt for 19,000 ounces in the Measured category, 211,000 tonnes at 0.341 opt t for 72,000 ounces in Indicated category, giving a total of 260,000 tonnes at 0.351opt for 91,000 ounces of Measured and Indicated mineral resources, and 317,000 tonnes at 0.231 opt for 78,000 ounces in the Inferred category – see table below. The Technical Report has an effective date of July 24, 2020 and includes information on the Bralorne Gold Project up to that date. The current resource estimate is limited to the area between the historic Bralorne and King mines where Avino, the prior owner, concentrated its test mining activities and does not include any of the recent exploration drilling conducted by Talisker since acquiring the Bralorne Gold Project. The Technical Report with an effective date of July 24, 2020 (filed on SEDAR on September 2, 2020) was prepared by Garth Kirkham as an update to a 2016 technical report “Bralorne Gold Mine, British Columbia, Canada, NI 43-101 Technical Report” prepared for Avino that had an effective date of October 20, 2016 (the “2016 Technical Report”). Key assumptions, parameters, and methods used to prepare the estimates are disclosed in the Technical Report which is available on the Company’s SEDAR profile.

				Mineral Resource for Bralorne Gold Project	Mineral Resource for Bralorne Gold Project	Mineral Resource for Bralorne Gold Project	Mineral Resource for Bralorne Gold Project	Mineral Resource for Bralorne Gold Project	Mineral Resource for Bralorne Gold Project
Vein		Measured		I	ndicated		Measured & Indicated				Inferred
	Tons	Au opt	Au Ounces	Tons	Au opt	Au Ounces	Tons	Au opt	Au Ounces	Tons	Au opt	Au Ounces
51b FW	8,000	0.265	2,000	29,000	0.210	6,000	38,000	0.222	8,000	136,000	0.203	26,000
51bFW/HW				25,000	0.620	16,000	25,000	0.667	16,000	35,000	0.415	14,000
Alhambra	15,000	0.284	4,000	15,000	0.275	4,000	30,000	0.280	8,000	9,000	0.204	2,000
BK	21,000	0.481	10,000	47,000	0.351	16,000	68,000	0.391	26,000	35,000	0.184	6,000
BK-9870	6,000	0.548	3,000	7,000	0.277	2,000	13,000	0.396	5,000	2,000	0.243	1,000
BKN				35,000	0.380	13,000	35,000	0.380	13,000	44,000	0.314	14,000
Prince									0	12,000	0.173	2,000
Shaft				40,000	0.283	11,000	40,000	0.283	11,000	24,000	0.283	7,000
Taylor				13,000	0.174	2,000	1,000	0.174	3,000	21,000	0.235	5,000
TOTAL	49,000	0.394	19,000	211,000	0.341	72,000	260,000	0.351	91,000	317,000	0.231	78,000

Notes:

1. Numbers are rounded and therefore may not add up exactly.

2. Mineral Resources reported demonstrate reasonable prospect of eventual economic extraction, as required under NI 43-101. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

3. The Mineral Resources may be materially affected by environmental, permitting, legal, marketing, and other relevant issues.

4. Inferred mineral resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. However, it is reasonably expected that the majority of Inferred Mineral Resources could have been upgraded to Indicated Resources.

Land Acquisitions

On March 26, 2020, Talisker announced an increase to its land position in the Bralorne Gold Camp with the acquisition of the Royalle property comprising four claim blocks comprising 3,827 hectares. The claim blocks sit directly south of the historic Bralorne-Pioneer mine along strike of the Cadwaller break that host eight exploration targets including mesothermal gold and silver veins and skarn style mineralization. The main target is the Piebiter zone with historic adit sampling returning gold grades of 4.3 g/t over 21 metres and selective grab samples of up to 227 g/t Au. The Chopper silver vein has been delineated for 2,400 metres and with selective grab samples up to 1,585 g/t Ag. The Company notes that these selected samples

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Management’s Discussion and Analysis For the three and nine month periods ended September 30, 2020 (in Canadian dollars unless otherwise noted)

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are not necessarily representative of the mineralization hosted on the Property and limited drilling has been completed on the Property. A qualified person has not verified the data disclosed in respect of the Property, including sampling, analytical and test data underlying this information. The data comes from historic reports prepared by previous owners. In connection with the agreement, Talisker paid $60,000 in cash and issued 600,000 common shares of Talisker. The Vendor has retained a 1% NSR that Talisker can purchase for $1,000,000.

On March 31, 2020, Talisker announced a further expansion of its land position in the Bralorne Gold Camp with the acquisition of 19 Crown Grant mineral claims totaling 358.5 hectares. The NaiKun Crown Grant mineral claims are located five kilometres southwest of Goldbridge, British Columbia and partially underlay Talisker’s current Bralorne Gold Project mineral tenure. The property sits seven kilometres directly along strike of the Bralorne-Pioneer mines. On April 15, 2020, under the terms of the purchase agreement, Talisker issued 100,000 shares to the vendor in return for 100% ownership of the NaiKun Grown Grants.

On April 9, 2020, the Company announced the acquisition of the Congress property located directly north of the historic Bralorne-Pioneer mine comprising 20 mineral claims, three mining leases and eight crown grants totaling 2,675.50 hectares. The Congress property contains a historic indicated and inferred resource of 192,638 tonnes grading at 9.24 g/t for 57,234 oz (Mine Development Assessment Process – Congress Project Stage 1 Report, September 1988) defined by underground sampling and surface and underground drilling. As the report was prepared prior to NI 43-101 standards for disclosure, the Company does not know the relationship of the historic resource categories and Talisker has no knowledge of the reliability of the historic resource. Additional drilling and sampling and quality control will be required to verify and upgrade the historical estimate. Talisker’s qualified person has not done sufficient work to classify the historical estimate as a current mineral resource and the Company is not treating the historical estimate as a current mineral resource. Under the terms of the purchase agreement, Talisker issued 1,000,000 common shares in return for 100% ownership of the Congress property. In addition to the statutory four month hold period, the shares issued are subject to certain resale restrictions for up to one year.

On October 30, 2020, the Company closed the acquisition of 17 Crown Granted mineral claims (the “Bralorne Extension Claims”). Under the terms of the purchase agreement, Talisker paid $50,000 in cash and issued 400,000 common shares of Talisker.

Post these acquisitions, the Company’s the Bralorne Gold Project encompasses approximately 120 square kilometres comprising 55 mineral claims, three leases and 198 Crown Grant claims along a 33 kilometre trend.

Exploration Drill Program

On February 12, 2020, Talisker announced the commencement of the Phase 1 drill program comprising a planned 2,700m of diamond drilling in five holes that is part of a larger 11,200m program outlined in the table below and illustrated on the drill program map also included below. The Phase 1 drill holes are proposed to range in depth from 427m to 671m depth and will target the HW, Main, J and 77 veins.

In press releases dated April 1[st] , May 5[th] , May 26[th] , June 9[th] , July 6[th] , July 16[th] , September 8[th] and October 19[th] of 2020, the Company provided updates on the drill program including assay results.

Significant gold mineralization was identified for the first time in the altered halos surrounding the veins in both footwall and hanging wall locations associated with intense silica-sericite alteration and provided highlighted results.

The Phase 1 drill program encountered numerous previously unknown mineralised structures with these additional veins highlighting the growing potential of the Bralorne Gold Project.

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Management’s Discussion and Analysis For the three and nine month periods ended September 30, 2020 (in Canadian dollars unless otherwise noted)

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On July 6, 2020, the Company announced that a second drill rig was being added and that the drill plan was being increased from 11,200m to approximately 17,000m in response to successful drilling results to date with a plan to accelerate target definition and drill testing to allow the Company prioritize the targets that will form the basis of our resource.

On October 19, 2020, the Company provided an update on its 2020 drill program including a second increase in the drill program from 17,000m to 23,000m in response to continued successful drilling results. The Company indicated that 14,811m of the planned 23,000m drill program has been completed comprising 20 holes and two wedges and that 5,715 assay samples have been received with an additional 4,542 samples currently at the assay laboratory. It was also noted that the drilling program has successfully validated 19 vein targets and identified three new, close to surface vein targets (Charlotte, Empire and Vein 51) and that the remaining program has been designed to test eight additional vein targets and to expand on the newly identified close to surface targets. In connection with the increase of the planned program to 23,000m, and once the necessary equipment and infrastructure is in place, the Company plans to mobilize two additional drill rigs on site increasing the drill program to four rigs which will improve drill productivity that will be aided by the recent purchase of three automatic cores saws (of which two are pending delivery) and a new 44-man camp. Construction of a new core logging facility and the recruitment of additional geologists has already been completed to facilitate this expansion.

Spences Bridge Gold Project

The Spences Bridge Gold Project consists of a 201,163 hectare (135 claims) land package covering ~85% of the Spences Bridge Gold Belt in southern British Columbia and comprises the Company’s Spences Bridge and Blustry Mountain claims. The Spences Bridge Gold Project was acquired as part of the Acquired Properties from Sable and since acquisition in April 2019, the Company has been actively involved in negotiations with small third party claim holders with a view to fully consolidate the belt. In connection with the acquisition of the Acquired Properties, the Company assumed a strategic alliance that Sable had entered into with Westhaven Ventures Inc. (“Westhaven”) which owns the Shovelnose Project, Prospect Valley, Skoonka and Skoonka North properties that are contiguous to the Company’s claims. The strategic alliance provides for an agreement whereby any ground staked within 5 km of Westhaven’s existing projects will be subject to a 2.5% net smelter royalty. Additionally, Westhaven has a 30 day right of first refusal for any properties within the same 5 km radius.

On May 10, 2019, Talisker commenced a regional stream sediment and geological reconnaissance program for the Spences Bridge Gold Project. The phase 1 program consists of a planned collection of 4,500 stream samples to be executed over two field seasons. Sediment samples taken from the 80 mesh silt fraction (177μm) from first and select second order drainages will be analyzed for gold, multi-element and vapor phase elements known as pathfinders for upper level epithermal systems. A team of 22 geologists executed the 2019 phase 1 program. In parallel to the regional geochemistry program, a detailed phase 2 program consisting of alteration and geological mapping, soil and rock chip sampling and in some cases geophysics to identify resistors was conducted over selected anomalies identified in the phase 1 program, as well as from previously identified government mineral file occurrences and historic anomalies identified in assessment reporting.

On June 18, 2019, the Company entered into purchase agreements for the Blustry Mountain project which comprises four mineral claims, totaling 471.5 hectares, in exchange for cash payments of $30,000 (paid), the issuance of 220,000 common shares of Talisker (issued) and, in the case of three of the minerals claims, a 1% net smelter royalty (“NSR”). Talisker has the right to purchase 50% of the NSR for $500,000.

On August 17, 2019, the Company staked a small claim comprising 226 hectares on the western margin of the Spences Bridge Gold Project where multiple anomalous basins along the edge of the block were identified.

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Management’s Discussion and Analysis For the three and nine month periods ended September 30, 2020 (in Canadian dollars unless otherwise noted)

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The Company provided updates on the regional stream sediment program on August 22 and October 24, 2019. Results from the 2019 phase 1 regional stream sediment program included the review of 2,186 planned sample sites with 1,358 stream sediment samples collected and 828 planned sample sites being discarded due to either insufficient drainage incision, poor stream channel development, insufficient sediment material or overwhelming input from colluvial media. A total of 1,358 assays from ultra-trace ICPMS analysis have been received with zero outstanding samples remaining at the lab. Geostatistical analysis of assay results has identified 23 anomalous basins within the 98[th] percentile defined by values above 37.5ppb 32 ppb Au and a total of 10 basins have been identified as highly anomalous with values above 100ppb Au (0.1g/t) to a maximum returned value of 315ppb Au (0.315 g/t). Mean sediment background value (50[th] percentile) has been identified as 1ppb Au. Further, the Company has defined eight multi-basin areas anomalous in gold and epithermal pathfinder elements and that Phase 2 soil sampling, detailed mapping and geophysics have been initiated on these areas.

On June 18, 2020, the Company announced the initiation of the 2020 greenfields exploration program at its wholly-owned Spences Bridge and Remington Gold Projects.

On October 27, 2020, the Company provided an update on the 2020 field season that was undertaken by a team of 20 geologists. The comprehensive geochemical program collected 6,020 soil samples, 273 stream samples, 529 rock samples and 23 talus find samples and 1:5000 scale geological and reconnaissance mapping was undertaken at Spences Bridge, Golden Hornet and Remington projects. The completion of the Company’s phase 1 program over the entirety of the Spences Bridge Gold Project generated 13 prospects including the discovery of outcropping, epithermal-style quartz veins at two prospects, Nova and Cyclone, where no historic work has previously been reported. The Company noted that these new vein systems are not yet fully understand, however with only 5 kilometres separating the Nova and Cyclone targets, there is the potential for an extensive epithermal system. The Company has also initiated permitting for the purpose of diamond drilling on the Dora target and anticipates receiving approval in early 2021.

Blustry Mountain Property

The Blustry Mountain property is located in southern British Columbia near Lytton and consists of four mineral claims comprising 471.5 hectares. The Blustry Mountain claims were acquired as part of Talisker’s Spences Bridge Gold Project consolidation plan. Exploration in 2020 will consist of mapping and sampling via helicopter access, with the goal of defining the footprint of alteration and mineralization within the Blustry Mountain main zone.

Dora-Merritt Property Option

On May 31, 2019, Talisker entered into a purchase agreement for the Dora-Merritt property which encompasses six mineral claims, totaling 374.05 Ha, and provides the Company with an option to acquire 100% of the Dora-Merritt property mineral claims which are contiguous to the Company’s Spences Bridge Gold Project. Under the term of the option agreement, Talisker paid $10,000 in cash and has agreed to pay $10,000 and 50,000 common shares of Talisker on May 31, 2020, and May 31, 2021; $20,000 and 50,000 common shares of Talisker on May 31, 2022; $50,000 and 150,000 common shares of Talisker on May 31, 2023; and to spend a minimum of $50,000 per year over five years. The option agreement is also subject to a share bonus of one common share per ounce of gold equivalent in the inferred or greater category to a maximum of 250,000 common shares and a 2% NSR. Talisker has the right to purchase 50 per cent of the NSR for $1 million.

The Dora-Merritt property is located 23 km southwest of Merritt. Historical soil samples identified a N-S trending strongly silicified rhyolite dome with stockwork of chalcedonic silica veins. Historical trench samples over the rhyolite identified multiple zones of mineralization with local gold values up to 7.8 g/t associated with silica veining. Talisker has initiated a soil sampling program on E-W trending lines, which includes 747 samples. Sample spacing is 50 metres on the E-W line, 100 metres on the N-S line covering the entirety of the claim group. Detailed mapping of the Dora-Merritt property was completed in early August

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Management’s Discussion and Analysis For the three and nine month periods ended September 30, 2020 (in Canadian dollars unless otherwise noted)

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2019 and outlined two more prospective rhyolite units.

SC Property

On June 18, 2020, the Company announced that it had entered into a definitive purchase agreement with an arm’s length vendor to purchase the SC Property which is contiguous to the Dora Gold Project and that the Company plans to include the SC Property in the Dora Gold drill permit application. The SC Property comprises one claim (166.24 hectares) that contains a large gold in soil anomaly directly above a mapped rhyolitic body hosted within the Spences Bridge Volcanics. The historical trenches exposed strongly silicified rhyolite, hosting stockwork banded low-sulphidation veins and anomalous values up to 1.7 g/t Au. The SC property extends the geochemical anomaly present at the Dora Gold property which includes historical rock samples as high as 7.68 g/t Au and represents an additional target within the Dora Gold Project. Under the terms of the purchase agreement, Talisker paid $30,000 cash and issued 150,000 shares to the vendor along with a 1% NSR in return for 100% ownership of the SC Property. The NSR can be purchased by Talisker for $500,000. The common shares issued will be subject to a four month hold period pursuant to applicable securities laws.

On October 27, 2020, the Company announced that mapping was completed at the Dora prospect, where several linear-trending gold-in-soil anomalies coincident with gold mineralized rhyolitic dykes of 1 to 6 g/t gold were defined and identified in the 2019 field season. Permitting for the purpose of diamond drilling on the Dora target has been initiated with anticipated approval in early 2021.

Lola Property

The Lola property is centered on a major crustal suture zone, 20 kilometres south of the Elizabeth gold mine and is prospective for low-intermediate sulphidation gold systems. The Lola property is located in south central British Columbia 35 kilometres from Lillooet. The property is comprised of four mineral claims that encompass an area of 4,949 hectares.

Initial mapping and prospecting was completed in July 2019 with the main Lola structure identified and mapped. The Lola structure is a 20 to 40 metre wide NNW trending vein zone consisting of banded chalcedonic and opaline silica. The veins host visible cinnabar, stibnite and chalcocite mineralization in fine linear sulphide bands.

On August 28, 2019, Talisker announced the initiation of Phase 2 exploration on the Lola property. Preliminary mapping and rock sampling were undertaken in 2019 and identified multiple northwest trending structures with low to intermediate sulphidation characteristics. Talisker plans to undertake a soil sampling program consisting of approximately 1,400 samples on NE-SW trending lines at 50 metre sample spacing and 200 metre line spacing to evaluate the full extent of the Lola structures and to aid in drill targeting. A soil program began in early October with 316 samples collected out of a proposed 1,387. Weakly anomalous gold was detected, however the structure was mainly highlighted by elevated pathfinder elements Ag, Ba, Cu, Hg and Sb. A total of $56,924 was spent on the Lola Project in 2019. With the geology differing from that of the Spences Bridge Gold Project, the Company is exploring the Lola property as a separate project.

Remington Property

The Remington property is in an emerging gold belt prospective for low-intermediate sulphidation systems and mesothermal gold systems located north of the historic Bralorne Gold Camp. Staked as part of the Spences Bridge Gold Project consolidation in advance of the Bralorne acquisition, the Remington Property is located in central British Columbia near the town of Goldbridge. The property has not been systematically mapped and has been never drilled. With the geology differing from that of the Spences Bridge Gold Project, the Company is exploring the Remington property as a separate project. The project consists of

9

Management’s Discussion and Analysis For the three and nine month periods ended September 30, 2020 (in Canadian dollars unless otherwise noted)

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22 mineral titles totalling 33,839.1 hectares. In the fall of 2019, 220 stream sediment samples and 71 rock samples were collected using a team of 16 field geologists based out of Goldbridge, BC.

Big Sheep Property

The Big Sheep property comprises 162.6 hectares over two mineral claims and was acquired in January 2020 with the payment of $40,000 in cash and the issuance of 250,000 common shares. The Big Sheep property is located at the northwest extreme of the Remington property where a large alteration zone is easily identifiable in the field and also on satellite images where soil and talus anomalies reach up to 1.7 ppm Au with high values of Ag, As, Te.

On October 27, 2020, the Company announced that phase exploration work continued at the Remington project, with 149 stream sediment samples collected, adding to the 227 samples collected in the 2019 field season. A total of 609 first order stream drainages have been investigated at Remington. Samples were submitted and remain at the lab awaiting analysis.

Blue Jay Property

The Blue Jay property consists of five claim blocks totaling 2,753 hectares located 30 minutes north of Rock Creek, British Columbia. In 2019, the Company did not undertake any exploration work on the Blue Jay property and no exploration work is planned for 2020.

Golden Hornet Property Option

On January 28, 2020, the Company entered into an option agreement for the Golden Hornet property. The Golden Hornet property comprises 13 mineral claims encompassing 2,206.03 hectares that are contiguous to the Company’s existing Blue Jay property.

Under the term of the option agreement, Talisker can acquire 100% of the Golden Hornet property in exchange for payments totaling $145,000 in cash and 575,000 common shares, payable as to $10,000 cash on signing and 50,000 common shares, $10,000 in cash and 50,000 common shares on the first anniversary, $25,000 cash and 75,000 common shares on the second anniversary, $50,000 cash and 150,000 common shares on the third anniversary, and $50,000 cash and 250,000 common shares on the fourth anniversary and to expend $60,000 per year over four years. The option agreement is also subject to a share bonus of one common share per ounce of gold equivalent in the inferred or greater category to a maximum of 200,000 common shares and a 2% NSR. Talisker has the right to purchase 100% of the NSR for $1 million.

Previous work on the Golden Hornet property consists of a NW trending sheet vein system with trench sample intercepts of 21.1g/t gold over 5.1 metres and 4.17 g/t gold over 14 metres. Confirmation grab sampling of the veins returned values of 26.1g/t and 12g/t gold. Talisker notes that these selected samples are not necessarily representative of the mineralization hosted on the Golden Hornet property. Limited drilling has been completed on the Golden Hornet property.

On June 18, 2020, the Company announced that it plans on completing permitting for a drill program at the Golden Hornet property for late in the 2020 field season.

On September 30, 2020, the Company acquired five strategic claims totaling 105 hectares adjacent to the Golden Hornet property option for a total consideration of $10,000 cash and 75,000 common shares of the Company. On October 27, 2020, the Company announced that the 2020 field season included a soil geochemical survey, geological mapping and rock-chip sampling. Preliminary rock-chip assay results from outcropping quartz veins returned values up to 26 g/t gold, reflecting the historic trench samples of up to 30 g/t gold associated with massive sulphide and sheeted quartz veins. Phase 2 soil geochemistry and detailed geological mapping is complete and results from the soil survey are pending the backlog of

10

Management’s Discussion and Analysis For the three and nine month periods ended September 30, 2020 (in Canadian dollars unless otherwise noted)

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samples at the assay lab in British Columbia. Talisker has initiated permitting for the purpose of diamond drilling on the Golden Hornet Project and anticipates receiving approval in early 2021.

Tulox Property

The Tulox property is located 55 kilometres north of Kamloops within the Bonaparte Plateau region. The property consists of 22 mineral claims totaling 13,720.9 hectares. Drilling undertaken by Sable in 2018 identified a low-grade gold system hosted within a series of mafic dykes located along a northwest trending contact between two polyphase early Jurassic intrusives. No exploration was completed on the Tulox property. Re-sampling of historic drill core and an update to the current NI 43-101 are underway with a total of $9,950 budgeted to complete the NI 43-101 technical report and sampling. No work is planned at Tulox for 2020.

Northern British Columbia Properties

The Company’s northern British Columbia properties include the Baker Gold Project, the Bot property and the Mets lease (collectively the “Toodoggone Properties”). On July 8, 2020, the Company entered into an agreement with TDG Gold Corp. for TDG Gold to acquire the Toodoggone Properties. In connection with the sale, TDG Gold has entered into an asset purchase agreement (the "Purchase Agreement") with the Company dated July 7, 2020, to purchase the Toodoggone Properties. Pursuant to the Purchase Agreement, TDG Gold will acquire the Toodoggone Properties by issuing to Talisker the greater of 50,000,000 TDG Gold Shares and that number of TDG Gold Shares that equals 30.12% of the issued and outstanding TDG Gold Shares (calculated on a fully-diluted basis) determined immediately following the completion of TDG Gold’s listing event. In addition, in the event TDG Gold’s shares are not listed for trading on or prior to: (a) December 31, 2020, TDG Gold shall issue an additional 2,500,000 TDG Gold Shares to Talisker at the time of closing; and (b) June 30, 2021, TDG Gold shall issue an additional 2,500,000 TDG Gold Shares to Talisker at the time of closing. The completion of the sale to TDG Gold is subject to regulatory approval and certain other conditions, including those outlined in the Company’s press release dated July 8, 2020.

On October 5, 2020, Kismet Resources Corp. has entered into an amalgamation agreement with TDG Gold and 1266834 B.C. Ltd. (Subco; a wholly owned subsidiary of Kismet) dated September 28, 2020, pursuant to which the company proposes to acquire all of the issued and outstanding securities of TDG Gold by way of a three-cornered amalgamation.

Baker Gold Project

The Baker Gold Project is located in the Toodoggone region of the Omineca Mining Division, 430 km northwest of Prince George, British Columbia. The Baker Gold Project is situated 35 km northwest of the former Kemess South open pit gold-copper mine and consists of 53 mineral claims, and two mining leases covering 6,569 hectares of land that encompass the past-producing Dupont-Baker ‘A’ and Multinational ‘B’ underground gold-silver mines and the past-producing Shasta open pit/underground gold-silver mine, and the Baker mill and tailings storage facility.

Shasta Mine & Baker Infrastructure and Equipment

The Shasta Mine is located nine km east from the processing and camp facilities. Production commenced in 1989 and was operated by Sable intermittently until 2012 when the mine was put on care-andmaintenance. Historical production from the Shasta mine primarily occurred during the periods 1989-1991 (JM and D zones) and 2008-2012 (Creek zone). The mine production was processed at Sable’s Baker mill, commonly at rates of 200-250 ton/day, where gold and silver dore was produced for sale. There are two Production Leases, one at the Chappelle property (P.L. No. 13, Lot 1048) and one at Shasta Mine (P.L. No. 48) and permitted tailings and waste facilities.

11

Management’s Discussion and Analysis For the three and nine month periods ended September 30, 2020 (in Canadian dollars unless otherwise noted)

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Chappelle (Baker and Multinational Mines) Property

The Chappelle ground covers the historically mined Dupont/Baker ‘A’ vein mine, and the Multinational ‘B’ vein mines. The Baker Mine (referred to as the Dupont/Baker ‘A’ deposit) was operated by Dupont Canada during the period 1981–1983 as an underground and open pit gold - silver mine. The Dupont operation included a 90 tons per day whole ore cyanidation plant using the Merrill-Crowe process. Historical production from the Dupont/Baker miner totaled 81,878 tonnes producing 1,283,973 grams (41,285 ounces) gold, 23,812,572 grams (765,677 ounces) silver and 13,076 kilograms copper. Sable acquired the Baker site including the processing facility in 1989 and subsequently modified it to a flotation circuit with optional concentrate cyanidation.

On August 26, 2019, the Company filed the Baker Gold Technical Report pursuant to NI 43-101. The 2018 Annual Reclamation Report is currently being prepared by JDS Energy & Mining Inc. on behalf of Sable. The Company and Sable have entered into an agreement that provides for Sable to cover costs related to: (i) the 2018 Annual Reclamation Report; (ii) the transfer of the Shasta-Baker mining permits; and (iii) any reclamation expenses beyond $311,266.

There is no current exploration budget for the Baker Gold Project.

Bot Property

The Bot property consists of 18 claim blocks comprising 8,685 hectares in the Toodoggone district and is located approximately 35 km north of the Baker milling facilities in northern British Columbia. Previous work completed in 2004 and 2006 by Sable outlined significant mineralization on the property. In 2019, the Company did not undertake any exploration work on the Bot property and no exploration work is planned for 2020.

Mets Lease

The Mets Lease is located approximately 20 km north of the Baker and Multinational Mines. The mining lease covers 2km[2] and is subject to a 1% NSR which can be purchased at any time for $500,000. Historical work performed on the property dating back to the discovery of mineralization in the mid 1980’s consisted of 8,784m of diamond drilling, geological and geochemical surveys. In 2019, the Company did not undertake any exploration work on the Mets Lease and no exploration work is planned for 2020.

OUTLOOK AND STRATEGY

Talisker plans to continue to develop and strengthen its land position to remain a dominant gold explorer in southern British Columbia capitalizing on its strong cash position and technical knowledge to acquire undervalued and underexplored historic camps and through the staking of internally generated grassroots target areas.

In the last quarter of 2020, the Company plans to continue its drill program targeting high grade veins at the Bralorne Gold Project and to finalize infrastructure and preparations for a 44-man camp and the construction of a new core logging facility to support the increase to four drill rigs and the expansion of the drill program to 23,000 metres. The Company also plans to finalize its drill permitting applications to initiate drilling at its Dora Gold Project and Golden Hornet Project in early 2021.

12

Management’s Discussion and Analysis For the three and nine month periods ended September 30, 2020 (in Canadian dollars unless otherwise noted)

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Summarized Financial Results

RESULTS OF OPERATIONS

For the nine month period ended September 30, 2020, net loss amounted to $12,321,105, compared to a net loss of $2,654,627 in 2019. For the three month period ended September 30, 2020, net loss amounted to $6,218,626, compared to a net loss of $1,064,706 in 2019. The increased net loss is primarily due to the Company’s change of business into a mining exploration company and increased activity related to the new operations and new projects brought online. During the comparative period, the Company had just transitioned having sold its discontinued operations in Israel and completed the acquisition of the Sable Acquired Properties. The main focus is related to the Bralorne Gold Project.

Expenses

For the nine month periods ended September 30, 2020 and 2019:

Expenses of $12,635,381 for the nine month period ended September 30, 2020, increased in comparison with the expenses of $2,660,411 for the nine month period ended September 30, 2019. The increase for the period is primarily due to the following variances with remaining expenditures remaining consistent between the two periods:

• Exploration and evaluation expenses increased to $6,732,648 for the nine month period ended September 30, 2020 from $1,626,363 for the same period in 2019. The increase is due to the change in business during the prior year to a mining exploration company and the acquisition of the Sable Acquired Properties and the Bralorne Gold Project. During the prior year, the Company only owned the Sable Acquired Properties for part of the period.

• Mine care and maintenance costs increased to $1,330,185 for the nine month period ended September 30, 2020 from $nil for the same period in 2019. The increase is due to the acquisition of the Bralorne Gold Project which resulted in water treatment cost of $557,695 (2019 - $nil) and environmental costs of $772,490 (2019 - $nil).

• Consulting and management expenses increased from $353,440 for the nine month period ended September 30, 2019 to $1,829,690 for the nine month period ended September 30, 2020. The increase is due to the change in business during the prior year to a mining exploration company and the acquisition of the Sable Acquired Properties and the Bralorne Gold Project. During the prior year, the Company only owned the Sable Acquired Properties for part of the period.

• Administration costs increased from $152,579 for the nine month period ended September 30, 2019 to $1,204,816 for the nine month period ended September 30, 2020. The increase is in relation to the change of business and increased support and administrative costs related to the new business activities.

• Share based payments increased to $350,847 for the nine month period ended September 30, 2020 from $346,000 for the same period in 2019. Share based payments vary based on the number of options and RSU’s issued in the period and their related valuation. See note 14 of the unaudited condensed interim consolidated financial statements for the three and nine month period ended September 30, 2020 and 2019 for details on options and RSU’s issued.

• Public company costs increased from $166,214 for the nine month period ended September 30, 2019 to $626,966 for the nine month period ended September 30, 2020. The increase is due to the increase in corporate developments and acquisitions during the year which resulted in increased disclosure costs and investor relation costs, as well as ongoing marketing and investor relations activities. Its

13

Management’s Discussion and Analysis For the three and nine month periods ended September 30, 2020 (in Canadian dollars unless otherwise noted)

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important to note that the Company is now listed on the TSX Exchange and the cost related to that process was recorded under this category.

• Travel and other costs increased from $15,815 for the nine month period ended September 30, 2019 to $203,990 for the nine month period ended September 30, 2020. The increase is due to the increase in travel associated with marketing campaigns and corporate developments during the year.

• Depreciation of property, plant and equipment increased from $nil for the nine month period ended September 30, 2019 to $356,239 for the nine month period ended September 30, 2020. The increase is due to the acquisition of property, plant and equipment in connection with the acquisition of the Bralorne Gold Project.

For the three month periods ended September 30, 2020 and 2019:

Expenses of $6,124,732 for the three month period ended September 30, 2020, increased in comparison with the expenses of $1,060,314 for the three month period ended September 30, 2019. The increase for the period is primarily due to the following variances with remaining expenditures remaining consistent between the two periods:

• Exploration and evaluation expenses increased to $3,737,466 for the three month period ended September 30, 2020 from $845,479 for the same period in 2019. The increase is due to the change in business during the prior year to a mining exploration company and the acquisition of the Sable Acquired Properties and the Bralorne Gold Project. During the prior year, the Company only owned the Sable Acquired Properties as the Bralorne Gold Project was acquired in December 2019.

• Mine care and maintenance costs increased to $696,578 for the three month period ended September 30, 2020 from $nil for the same period in 2019. The increase is due to the acquisition of the Bralorne Gold Project which resulted in water treatment cost of $197,744 (2019 - $nil) and environmental costs of $498,834 (2019 - $nil).

• Consulting and management expenses increased from $120,033 for the three month period ended September 30, 2019 to $756,136 for the three month period ended September 30, 2020. The increase is due to the change in business during the prior year to a mining exploration company and the acquisition of the Sable Acquired Properties and the Bralorne Gold Project. During the prior year, the Company only owned the Sable Acquired Properties as the Bralorne Gold Project was acquired in December 2019.

• Administration costs increased from $36,148 for the three month period ended September 30, 2019 to $328,291 for the three month period ended September 30, 2020. The increase is in relation to the change of business and increased support and administrative costs related to the new business activities.

• Public company costs increased from $48,431 for the three month period ended September 30, 2019 compared to $300,484 for the three month period ended September 30, 2020. The increase is due to the increase in corporate developments including TSX listing, and acquisitions during the year which resulted in increased disclosure costs and investor relation costs, as well as ongoing marketing and investor relations activities.

• Travel and other costs increased from $10,223 for the three month period ended September 30, 2019 to $41,667 for the three month period ended September 30, 2020. The increase is due to the increase in travel associated with marketing campaigns and corporate developments during the year.

• Depreciation of property, plant and equipment increased from $nil for the three month period ended September 30, 2019 to $139,110 for the three month period ended September 30, 2020. The increase

14

Management’s Discussion and Analysis For the three and nine month periods ended September 30, 2020 (in Canadian dollars unless otherwise noted)

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is due to the acquisition of property, plant and equipment in connection with the acquisition of the Bralorne Gold Project.

Other Income/Expenses

The Company recorded interest accretion expense of $254,420 (2019 - $nil) during the nine month period ended September 30, 2020 and $82,450 (2019 - $nil) during the three month period ended September 30, 2020, representing interest accretion on the asset retirement obligations in connection with the acquisition of the Bralorne Gold Project.

The Company also recorded an income tax recovery of $494,000 (2019 - $nil) during the nine month period ended September 30, 2020 and $nil (2019 - $nil) during the three month period ended September 30, 2020, upon filing of renunciation documents with the Canada Revenue Agency which occurred during the nine month period ended September 30, 2020.

SELECTED FINANCIAL INFORMATION

The information below should be read in conjunction with the condensed interim financial statements and related notes and other financial information. The following is for the periods ended:

	Nine Month Period Ended Sep 30, 2020	Year Ended Dec 31, 2019	Year Ended Dec 31, 2018
$ $ $ Revenue – discontinued operations - - 1,168,726 Income (Loss) - from continuing operations (12,321,105) (5,015,024) (2,959,533) - from discontinued operations - - (5,912,546) - net income (loss) (12,321,105) (5,015,024) (8,872,079) Income (Loss) per share - from continuing operations (0.07) (0.08) (0.13) - from discontinued operations - - (0.26) - net income (loss) (0.07) (0.08) (0.39) Total assets at end of period/year 64,232,670 37,821,067 4,797,461

15

Management’s Discussion and Analysis For the three and nine month periods ended September 30, 2020 (in Canadian dollars unless otherwise noted)

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SUMMARY OF QUARTERLY RESULTS

The following tables set forth selected financial information for each of the Company’s eight most recently completed quarters:

	Q3 2020 $	Q2 2020 $	Q1 2020 $	Q4 2019 $
Expenses Expenses – discontinued operations Other income (expense) Foreign exchange gain (loss) Income tax recovery Net loss Basic income (loss) per share - from continuing operations - from discontinued operations - net income (loss) Total assets at end of period	(6,124,732) - (90,614) (3,280)	(2,943,460) - 99,302 (756) -	(3,567,189) - (184,706) 330 494,000	(2,420,528) - (8,534) (3,101) -
	(6,218,626)	(2,844,914)	(3,257,565)	(2,432,163)
	(0.03) - (0.03) 64,232,670	(0.02) - (0.02) 46,951,948	(0.02) - (0.02) 48,561,106	(0.04) - (0.04) 37,821,067
	Q3 2019 $	Q2 2019 $	Q1 2019 $	Q4 2018 $
Revenue – discontinued operations Cost of sales – discontinued operations Gross profit – discontinued operations Expenses Expenses – discontinued operations Other expense (income) Foreign exchange loss (gain) Income tax recovery Net income (loss) Basic and fully diluted income (loss) per share	- -	- -	- -	349,329 (118,795)
	- (1,060,314) - 2,875 (7,267) -	- (1,323,857) - 1,737 2,204 -	- ((204,474) - 14,783 (8,548) -	230,534 (329,998) (278,336) (435,582) 358,256 -
	(1,064,706) (1,064,706)	(1,319,916) (1,319,916)	(198,239) (198,239)	(685,660) (455,126)
	(0.02) - (0.02) 7,831,775 (0.02) - (0.02) 5,213,455 (0.00) - (0.00) 4,170,382 (0.00) (0.03) (0.01) 4,797,461
- from continuing operations - from discontinued operations - net income (loss) Total assets at end of period	(0.02) - (0.02) 7,831,775	(0.02) - (0.02) 5,213,455	(0.00) - (0.00) 4,170,382

Over the past eight quarters, revenues from discontinued operations ranged from a low of $nil in 2019 and 2020 to a high of $349,329 in the fourth quarter of 2018 with cost of sales ranging from a low of $nil in 2019 and 2020 to a high of $118,795 during the fourth quarter of 2018 with the variance attributed to fluctuations based on the degree of customization on detector and ancillary equipment sales with gross profit varying in correlation as well as the effect of foreign exchange rates. Despite sales increasing for a period in 2017, the former operations in Israel continued to operate at a loss. With continued losses anticipated, in March 2018, the Company’s board of directors instituted a strategic review. The steady decline in sales in 2018 led to the Company’s decision to discontinue the operations in Israel.

Expenses from continuing operations have fluctuated somewhat quarter over quarter ranging from a low of $204,474 in the first quarter of 2019 to a high of $6,124,732 in the third quarter of 2020. Expenses

16

Management’s Discussion and Analysis For the three and nine month periods ended September 30, 2020 (in Canadian dollars unless otherwise noted)

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increased starting from the second quarter of 2019 when the Company changed its business to a mineral resource exploration company and raised significant funds which were used for exploration activities.

Expenses from discontinued operations also fluctuated quarter over quarter ranging from a low of $nil in to a high of $278,336 in the fourth quarter of 2018. The lower expenditures during the last quarter in 2018 was attributable to only one month of operations being included in the results prior to the sale of the Discontinued Subsidiaries in Israel which was effective October 31, 2018.

Disclosure of Outstanding Share Data as of November 16, 2020

	Authorized	Outstanding
Voting or equity securities issued and outstanding	Unlimited	213,267,849 common shares
Securities convertible or exercisable into voting or equity shares		a) Options to acquire up to 11,343,750 common shares b) 100,000 RSU’s to acquire up to nil common shares c) 33,117,144 Warrants exercisable to acquire common shares of the Company

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Financial Instruments and Other Instruments

The Company’s financial instruments consist of cash and cash equivalents, marketable securities, reclamation deposits, accounts payable and accrued liabilities and equipment loan and leases payable. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments and that the fair values of these financial instruments approximate their carrying values.

Dividends

The Company has neither declared nor paid any dividends on its common shares. The Company intends to retain its earnings, if any, to finance growth and expand its operation and does not anticipate paying any dividends on its common shares in the foreseeable future.

LIQUIDITY AND CASH FLOWS

The Company ended the third quarter of fiscal 2020 with cash of $32,187,932, compared to $9,702,490 as at December 31, 2019. The Company had working capital (current assets – current liabilities) of $30,423,423 as at September 30, 2020 compared to working capital of $8,603,385 as at December 31, 2019.

Working Capital is a non-IFRS measurement with no standardized meaning under IFRS. Working capital was calculated as the total of cash and cash equivalents of $32,187,932, amounts receivable of $531,896, inventory of $32,195, prepaid expenses of $616,602, less accounts payable and accrued liabilities of $2,637,037, current portion of lease obligation of $275,826 and current portion of equipment loans payable of $32,339.

Cash used by operating activities was $11,260,233 for the nine month period ended September 30, 2020 compared to cash used by operating activities of $1,471,191 for the nine month period ended September 30, 2019. Cash flows used by operating activities was smaller in the comparable period due to the receipt of the final instalment of $1,300,000 under the SICPA long term receivable and a decrease in expenditures

17

Management’s Discussion and Analysis For the three and nine month periods ended September 30, 2020 (in Canadian dollars unless otherwise noted)

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due to the elimination of the discontinued operations in Israel. During the current year, cash flows used by operating activities increased due to cash used in operations at the Sable Acquired Properties and the Bralorne Gold Project

Cash flows used in investing activities was $1,988,482 for the nine month period ended September 30, 2020, compared to cash from investing activities of $1,986,633 for the nine month period ended September 30, 2019. Investing activities mainly related to investments in marketable securities and restricted cash requirements. The amount of cash from investing activities was higher in the comparable period primarily due to the net proceeds from sale of marketable securities of $90,580 (2019 - $2,526,633 net sales). In addition, the Company deposited $1,214,963 related to reclamation bonding requirements in connection with site reclamation obligations, as well as acquisitions of mineral properties of $165,000 (2019 - $540,000) and property, plant and equipment of $452,265 (2019 - $nil).

Cash flows provided by financing activities was $35,734,157 for the nine month period ended September 30, 2020, compared to $6,125,101 for the nine month period ended September 30, 2019. The amount of cash provided by financing activities was higher in the current period primarily due to private placements and exercises of options and warrants completed during the nine month period ended September 30, 2020 of 83,396,535 shares for net proceeds of $35,734,157 (2019 – 37,902,520 shares for proceeds of $6,125,101).

It is not possible to predict if or when the Company will achieve profitable levels of operations as the Company has sold its former operations and has changed its business focus to mineral exploration. As at September 30, 2020, the Company had working capital of $30,423,423 (December 31, 2019 - $8,603,385).

The unaudited condensed interim consolidated financial statements have been prepared on a going concern basis. The going concern basis assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company had a net loss during the nine month period ended September 30, 2020 of $12,321,105 and an accumulated deficit of $28,341,494.

The Company’s ability to continue as a going concern is dependent upon attaining profitable operations, and, if required, the ability to raise public equity financing to meet expenditure commitments. There is no assurance that these activities will be successful.

TRANSACTIONS WITH RELATED PARTIES

The following is a summary of the Company’s related party transactions during the nine month periods ended September 30, 2020 and 2019:

The Company incurred administrative and operations costs in the amount of $nil and $28,957 for the three and nine month periods ended September 30, 2020 (2019 - $nil and $nil) paid to Sable Resources Ltd., a company with certain common directors and officers.

The Company incurred operations costs in the amount of $nil and $103,032 for the three and nine month periods ended September 30, 2020 (2019 - $nil and $nil) paid to JDS Energy & Mining Inc., a company with certain common directors and officers.

Compensation of Key Management Personnel of the Company

In accordance with IAS 24, key management personnel, including companies controlled by them, are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company.

The remuneration of directors and key executives is determined by the compensation committee.

18

Management’s Discussion and Analysis For the three and nine month periods ended September 30, 2020 (in Canadian dollars unless otherwise noted)

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The remuneration of directors and other members of key management personnel during the nine month periods ended September 30, 2020 and 2019 were as follows:

periods ended September 30, 2020 and 2019 were as follows:
	September 30, 2020 September 30, 2019
Short term employee benefits, director fees Share based payments	$ 753,136 $ 507,933 254,000 303,000
	$ 1,007,136 $ 810,933

As at September 30, 2020, an amount of $69,740 (December 31, 2019 - $91,852) due to key management personnel, was included in accounts payable and accrued liabilities. This amount is unsecured, noninterest bearing and without fixed terms of repayment.

The Company's Board of Directors has overall responsibility for the oversight of the Company's risk management policies. In carrying on its business, the Company is exposed to a variety of risks, including the risks described elsewhere in this MD&A. The Company can neither predict nor identify all such risks nor can it accurately predict the impact, if any, of such risks on its business, operations or the extent to which one or more risks or events may materially change future results of financial position from those reported or projected in any forward looking statements. Accordingly, the Company cautions the reader not to rely on reported financial information and forward-looking statements to predict actual future results. This MD&A and the accompanying financial information should be read in conjunction with this statement concerning risks and uncertainties. Some of the risks, uncertainties and events that may affect the Company, its business, operations, and results, are given in this section. However, the factors and uncertainties are not limited to those stated. The Company has policies and practices mandated by the Board of Directors to manage the Company's risks which include the risks described elsewhere in this MD&A and below.

RISK FACTORS

The Company’s business, being the acquisition, exploration, and development of mineral properties in Canada, is speculative and involves a high degree of risk. The risk factors described in management’s discussion and analysis dated April 1, 2020 for the year ended December 31, 2019, as well as those listed below could materially affect the Company's financial condition and/or future operating results, and could cause actual events to differ materially from those described in forward-looking statements made by or relating to the Company.

Pandemic Diseases

The Company’s operations are subject to the risk of emerging infectious diseases or the threat of outbreaks of viruses or other contagions or epidemic diseases. These infectious disease risks may not be adequately responded to locally, nationally or internationally due to lack of preparedness to detect and respond to outbreaks or respond to significant pandemic threats. As such, there are potentially significant economic and social impacts of infectious disease risks, including the inability of the Company’s exploration operations to operate as intended due to shortage of skilled employees, shortages in supply chains, inability of employees to access sufficient healthcare, significant social upheavals, government or regulatory actions or inactions, the declines in the price of precious metals, capital market volatility, or other unknown but potentially significant impacts. Given the fact that the Company’s properties are located in British Columbia, there are potentially significant economic losses from infectious disease outbreaks that can extend far beyond the initial location of an infection disease outbreak. As such, both catastrophic outbreaks as well as regional and local outbreaks can have a significant impact on the Company’s operations. The Company may not be able to accurately predict the quantum of such risks. In addition, the Company’s own operations are exposed to infection disease risks noted above and as such the Company’s operations may be adversely affected by such infection disease risks. Accordingly, any outbreak or threat of an outbreak of a

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Management’s Discussion and Analysis For the three and nine month periods ended September 30, 2020 (in Canadian dollars unless otherwise noted)

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virus or other contagions or epidemic disease could have a material adverse effect on the Company, its business, results from operations and financial condition.

COVID-19

In particular, the Company wishes to highlight that it continues to face risks related to COVID-19, which could continue to significantly disrupt its operations and may materially and adversely affect its business and financial conditions.

In December 2019, a novel strain of the coronavirus emerged in China and the virus has now spread worldwide with infections having been reported globally resulting in a global pandemic. The extent to which COVID-19 will continue to impact the Company's business, including its operations and the market for its securities, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the outbreak and the actions taken to contain or treat the coronavirus outbreak. In particular, the continued spread of COVID- 19 globally could materially and adversely impact the Company's business including without limitation, employee health, workforce productivity, obligations regarding flow-through shares, increased insurance premiums, limitations on travel, the availability of industry experts and personnel, restrictions to its drill program and/or the timing to process drill and other metallurgical testing, and other factors that will depend on future developments beyond the Company's control, which may have a material and adverse effect on the its business, financial condition and results of operations.

There can be no assurance that the Company's personnel will not be impacted by these pandemic diseases and ultimately see its workforce productivity reduced or incur increased medical costs / insurance premiums as a result of these health risks. Further, there can be no assurances that the remaining balance of the gross proceeds from the sale by the Company of flow-through shares in 2019 will be used by the Company to incur "Canadian exploration expenses" that qualify as "flow-through mining expenditures" (as both terms are defined in the Income Tax Act (Canada)), and such other applicable British Columbia provincial obligations will be satisfied, by December 31, 2020 if the COVID-19 pandemic continues and/or the Government of BC mandates that the Company's business continue to be suspended. On July 7, 2020, the Department of Finance proposed to extend the flow-through funds spend period and the look-back rule by one year, including suspending the Part XII.6 tax for the same period.

In addition, a significant outbreak of COVID-19 could result in a widespread global health crisis that could adversely affect global economies and financial markets resulting in an economic downturn that could have an adverse effect on the demand for precious metals and the Company's future prospects.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The Company classifies its financial instruments carried at fair value according to a three level hierarchy that reflects the significance of the inputs used in making the fair value measurements. The three levels of fair value hierarchy are as follows:

• Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

• Level 2 - Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly;

• Level 3 – Inputs for assets or liabilities that are not based on observable market data

As at September 30, 2020 and December 31, 2019, there were no significant concentrations of credit risk for cash and cash equivalents and marketable securities. The carrying amount reflected above represents the Company’s maximum exposure to credit risk for such cash and cash equivalents and marketable securities.

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Management’s Discussion and Analysis For the three and nine month periods ended September 30, 2020 (in Canadian dollars unless otherwise noted)

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The carrying value of cash and cash equivalents, marketable securities, reclamation deposits, accounts payable and accrued liabilities and leases payable approximate fair value because of the limited terms of these instruments.

The Company’s risk exposure and the impact on the Company’s financial instruments are summarized below. There have been no changes in the risks, objectives, policies and procedures from the previous reporting period.

Credit Risk

The Company's credit risk is primarily attributable to cash and cash equivalents, marketable securities and receivables. Management believes that the credit risk concentration with respect to these financial instruments is minimal.

Liquidity Risk

Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s liquidity and operating results may be adversely affected if the Company’s access to capital markets is hindered, whether as a result of a downturn in stock market conditions generally or related to matters specific to the Company. As at September 30, 2020, the Company had a cash and cash equivalents balance of $32,187,932 (December 31, 2019 - $9,702,490) to settle current liabilities of $2,945,202 (December 31, 2019 - $1,545,971). Working capital for the Company as at September 30, 2020 was $30,423,423 (December 31, 2019 - $8,603,385).

The maturity profiles of the Company’s contractual obligations and commitments as at September 30, 2020, are summarized as follows:

	Total	Less than 1 Year	1 to 5 Years	More than 5 Years
Accounts payable and accrued liabilities Leases obligations Equipment loans Provision for site reclamation and closure Total	$ 2,637,037 $ 2,637,037 $ - $ - 851,976 327,464 524,512 - 32,574 32,574 - - 15,606,375 - - 15,606,375
	$ 19,127,962 $ 2,997,075 $ 524,512 $ 15,606,375

MANAGEMENT’S RESPONSIBILITY

Management is responsible for all information contained in this report. The unaudited interim condensed consolidated financial statements have been prepared in accordance with IFRS and include amounts based on management’s informed judgments and estimates. The financial and operating information included in this report is consistent with that contained in the unaudited interim condensed financial statements in all material aspects.

Management maintains internal controls to provide reasonable assurance that financial information is reliable and accurate and assets are safeguarded.

The Audit Committee has reviewed the unaudited interim condensed consolidated financial statements with management. The Board of Directors has approved the unaudited interim condensed consolidated financial statements on the recommendation of the Audit Committee.

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