Thunder Gold Corp. — Management Reports 2022

Jun 28, 2022

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For the year ended April 30, 2022

June 28, 2022

General

This Management Discussion and Analysis (“MD&A”) is dated June 28, 2022 and is in respect of the year ended April 30, 2022. The following discussion of the financial condition and results of operations of White Metal Resources Corp. (the “Company”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the year ended April 30, 2022.

The discussion should be read in conjunction with the audited annual consolidated financial statements for the year ended April 30, 2022, including the notes thereto. The Company’s audited annual consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). Unless otherwise stated, all amounts discussed herein are denominated in Canadian dollars which is the Company’s functional and reporting currency.

Additional information relating to the Company is available on the SEDAR website at www.sedar.com.

Going Concern

The consolidated financial statements of the Company for the year ended April 30, 2022 have been prepared in accordance with International Financial Reporting Standards on the basis applicable to a going concern. The appropriateness of using the going concern basis is dependent upon, among other things, future profitable operations, and the ability of the Company to raise additional capital. Specifically, the recovery of the Company’s investment in mineral properties and exploration expenditures is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to develop its properties and establish future profitable production from the properties, or from the proceeds of their disposition.

The Company is a development stage Company and has not earned any significant revenue to date. The Company has not yet determined whether its resource properties contain ore reserves that are economically recoverable.

Overview of the Company

The Company is engaged in the acquisition, exploration and if warranted, development of mining properties in Canada. The Company currently holds interests in resource properties, located in Ontario and Newfoundland & Labrador, Canada, as well as in Namibia, Africa, and intends to seek out and acquire additional properties, worthy of exploration and development, as finances permit. The exploration and development of the properties is accomplished either through direct expenditure by the Company or joint venturing of the property to another company (see Note 1 in the Notes to the Consolidated Financial Statements). The Company’s common shares are listed on the TSX Venture Exchange under the trading symbol “WHM”.

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Impact of Covid-19

During the year ended April 30, 2022, the COVID-19 pandemic remained a significant health concern not only in Canada but around the globe. While the Company is a development-stage enterprise and is not reliant on revenue streams to fund operations, the effects of the pandemic have and will no doubt continue to impact the Company’s operations moving forward as the world’s health authorities and governments navigate through these unprecedented times with new variants of the virus causing surges in new cases. The Company continues to encourage employees to work remotely and remain socially distant during these times. The Company will continue to follow these recommendations until such time as the Company feels, based on the guidance of health experts, it is safe to return to gathering within the office premises. In addition, the Company modified field work in order to comply with recommendations from health authorities. The Company continues to practice social distancing when conducting fieldwork and where not possible, employees and contractors wear personal protective equipment and practice sound hygiene to mitigate health risks and conduct rapid testing when available and required. As things improve, the Company will re-evaluate its own policies on office re-opening and field activities in order to ensure continued health and safety of employees and the communities within which they operate.

The Company relies heavily on contracted services to complete certain field exploration activities such as diamond drilling. The companies that provide these services have also been significantly impacted by the COVID-19 crisis in the form of operational shutdowns and more recently, workforce shortages. These companies operate crews that are often in close proximity to each other, which presents health risks to these individuals. In addition, the Company’s employees are often in close contact with these service providers as work is carried out, compounding the risks. There are no alternatives to these services and therefore the risk does exist that the Company will have difficulty conducting certain exploration initiatives for the foreseeable future. The Company will, however, endeavour to work closely with these service providers on safety protocols and distancing policies as restrictions are lifted to ensure the continued health and well-being of all personnel and to ensure that exploration related goals can be achieved safely. With restrictions beginning to ease in Ontario, the Company will remain vigilant in keeping its employees and contractors safe and will continue to monitor the recommendations in order to alter course should it be required.

Financial and Operational Performance

Financial Condition

The Company’s combined cash and restricted cash balance as at April 30, 2022 was $1,859,507 compared to $2,908,196 as at April 30, 2021, a decrease related to ongoing exploration and evaluation and general and administrative expenditures net of cash received from a private placement completed, the exercise of warrants and disposition of marketable securities during the current year.

Current assets of the Company as at April 30, 2022 were $2,517,938 compared to $3,884,997 as at April 30, 2021, a decrease related to the abovementioned exploration and evaluation expenditures and general and administrative expenditures net of cash received from a private placement completed, the exercise of warrants and disposition of marketable securities during the current year.

Total assets as at April 31, 2022 were $7,392,466 compared to $6,214,627 as at April 30, 2021, an increase related to extensive exploration and evaluation activity at the Company’s Tower Mountain gold project and receipt of additional marketable securities during the current year related to the Startrek project option.

Current liabilities as at April 30, 2022 were $183,732 compared to $122,802 at April 30, 2021 a change related to the timing of expenditures at or around the year end.

Shareholders’ equity increased to $7,208,734 from $6,091,825 during the year ended April 30, 2022 as a result of a $1,749,990 private placement completed and $160,000 in cash received through the exercise of warrants during the year as well as $415,378 in non-cash share-based payments that increased reserves net of the Company’s current year loss and comprehensive loss of $1,066,909.

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Results of Operations

Total operating costs and expenses for the year ended April 30, 2022 were $963,628 (April 30, 2021 – $562,149), a change due predominantly to the increased share-based payments expense, investor relations activity included in advertising and promotion and consulting fees recorded in the year compared to the prior year.

Expenses incurred during the year ended April 30, 2022 and 2021 consist of:

	April 30, 2022	April 30, 2021
	$	$
Advertising and promotion	166,840	33,539
Bank charges and interest	9,334	4,988
Consulting	113,354	115,427
Depreciation	3,852	1,269
General exploration	-	8,773
Insurance	12,692	11,977
Legal and accounting	129,635	103,971
Share-based payments	415,378	189,745
Salaries and benefits	62,475	44,135
Office and miscellaneous	27,988	21,233
Trust and filing fees	22,080	27,092

The cumulative deficit from inception of the Company is $2,995,570 (April 30, 2021 - $1,927,569).

Cash flows

Cash of $500,538 was used in operating activities during the year ended April 30, 2022 (April 30, 2021 - $462,846) a change due largely to increased general and administrative expenses incurred in the current year versus the prior year.

Cash of $2,380,591 was used in investing activities (April 30, 2021 - $853,954) during the year ended April 30, 2022, an increase related to a significant increase in exploration and evaluation expenditures related to work completed at the Company’s Tower Mountain gold property in Canada and the Okohongo copper-silver property in Namibia. The Company also received cash proceeds $106,362 related to the disposition of certain marketable securities during the current year.

Cash provided from financing activities was $1,832,440 for the year ended April 30, 2022 (April 30, 2021 – $3,850,313), related to a private placement completed in the current year for gross proceeds of $1,749,990 versus the gross proceeds of $3,498,250 that were received in the previous year.

During the year ended April 30, 2022, 1,100,000 shares were issued valued at $101,000 pursuant to the first anniversary payment on the Tower Mountain property option and the first anniversary payments on the Anderson and Nichols Patent options (both options part of the Tower Mountain property).

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Summary of Quarterly Results

The Company had a net loss and comprehensive loss of $1,066,909 for the year ended April 30, 2022 (April 30, 2021 - $653,202 net income and comprehensive income). The following table contains the results from the eight most recently completed quarters:

	Fourth Quarter Ended April 30, 2022 $	Third Quarter Ended January 31, 2022 $	Second Quarter Ended October 31, 2021 $	First Quarter Ended July 31, 2021 $	Fourth Quarter Ended April 30, 2021 $	Third Quarter Ended January 31, 2021 $	Second Quarter Ended October 31, 2020 $	First Quarter Ended July 31, 2020 $
Expenses	136,335	197,504	126,376	503,413	177,658	138,197	175,774	70,520
Net income (loss) for the year	(119,561)	(475,074)	(171,455)	(300,819)	31,375	485,697	(71,796)	206,457
Comprehensive income (loss) for the year	(119,561)	(475,074)	(171,455)	(300,819)	31,375	485,697	(71,796)	206,457
Income (loss) PerShare	0.00	0.003	0.001	0.002	0.00	0.01	0.00	0.00

As the Company is still in the exploration stage, variances in its quarterly losses are not affected by sales or production-related factors. Year over year expense variances are generally attributed to successful financing activities, or the lack thereof, which result in the Company being able to conduct more (or less) exploration, which results in additional (or fewer) overhead expenditures.

Selected Annual Financial Information

All currency amounts are stated in Canadian dollars.

The following table summarizes selected financial data for the Company for each of the three most recently completed financial years. The information set forth below should be read in conjunction with the consolidated audited financial statements, prepared in accordance with International Financial Reporting Standards and related notes.

es.
	2022	2021	2020
Year Ended April 30,	$	$	$
Gain/(loss) on disposition of exploration and evaluation assets	188,852	202,681	84,290
Net income (loss) for the year	(1,066,909)	651,733	(393,858)
Loss per share – basic and diluted	(0.01)	0.01	(0.01)
Total assets	7,392,466	6,214,627	1,474,782
Long-term liabilities	Nil	Nil	Nil
Dividends	Nil	Nil	Nil

Liquidity and Capital Resources

As of April 30, 2022, the Company had $1,125,958 in unrestricted cash (April 30, 2021 - $2,893,196) as well as $733,549 in cash restricted for eligible flow-through expenditures related to the December 2021 flow-through private placement and inclusive of $15,000 restricted as credit card collateral April 30, 2021 - $15,000). Amounts receivable were $84,024 (predominantly HST ITCs) (April 30, 2021 - $122,214). Marketable securities were $548,940 (April 30, 2021 - $818,424). Refundable security deposits on hand with the Government of Newfoundland were $11,000 (April 30, 2021 – $11,800).

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Accounts payable and accrued liabilities were $111,877 at April 30, 2022 (April 30, 2021 - $122,802) includes accruals for expenditures on mineral properties, legal and audit fees, consultants and other amounts. These were incurred in the normal course of business. The Company also had a deferred premium on flow-through shares in the amount of $71,855 (April 30, 2021 – nil) related to the flow-through private placement completed in December 2021.

Working capital inclusive of restricted cash at April 30, 2021 was $2,334,206 (April 30, 2021 - $3,762,195).

At this time the Company does not own or operate any revenue producing mineral properties, and accordingly, does not have cash flow from operations. The Company raises funds for exploration, development and general overhead and other expenses through the issuance of shares from treasury. This method has been the principal source of funding for the Company since inception.

The Company also funds exploration at certain of its other properties through option agreements with other companies who have agreed to fund exploration in exchange for the right to earn an interest in the properties.

In addition to the funds in the Company’s treasury, the Company intends to continue raising funds for future exploration and general overhead and other working capital through the continuation of issuances of shares from treasury and through earn-in or option agreements with other mineral exploration and mining companies.

The Company funds its project expenditures by raising equity financing. If in the event that future private placement financing cannot be completed, the Company would have to review its budgeted project expenditures and revise where necessary including reviewing property option agreements to determine if continuation in such agreements on their anniversary dates is feasible. Management continues to seek out capital required to undertake its exploration work commitments and for working capital to meet project work commitments.

Exploration and Evaluation assets

Tower Mountain Gold Project, Ontario

The Tower Mountain Gold Project (“Tower Mountain”) consists of 115 single cell mining claims, 64 optioned claims, 11 boundary claims, 1 owned patent and 5 patents held under option, totalling 2,038 hectares. Tower Mountain is located in Conmee Township approximately 50 km west-northwest of the port city of Thunder Bay, Ontario. Underlying agreements (outlined fully in the corresponding consolidated financial statements for the year ended April 30, 2022) related to the Property, comprise the following (Figure 1):

• Melvin Stewart Option

• Lee Patent

• Nichols Patent

• Anderson Patent

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Figure 1. Tower Mountain property map showing principal gold targets and zones.

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Mineralization on the Property has been described as syenite-associated disseminated gold and similar to that found in the Kirkland Lake and Malartic gold camps and at the Young-Davidson Mine (Alamos Gold). Mineralization hosted by established operations is not necessarily indicative of mineralization hosted on the Company’s Property. More recent geochemical analysis has shown that the Tower Mountain Intrusive Complex (“TMIC”) is a monzonite. Pyrite, the main sulphide mineral, is generally associated with anomalous concentrations of gold and typically occurs mostly as disseminations in volcanic flows and breccias, hydrothermal breccias, and feldspar porphyries, microsyenite and trachytic dykes associated with the TMIC. Historical exploration work defined three principal gold zones; the UV Zone, 04-36 Zone, and the Bench Zone. The 04/36 and Bench zones are located about 500 m southwest and 800 m southeast of the U-V Zone, respectively. It is important to note that a multitude of historical drill holes ended in gold mineralization.

Historical Mineral Resource Estimate

Historical mineral resource estimates, completed using the National Instrument 43-101, Standards of Disclosure for Mineral Projects (“NI 43-101”) at the time of their publication, were reported for the U-V Zone (Caracle Creek International Consulting, 2006 - published) and the Bench Zone (Revolver Resources, 2013 - unpublished). In 2006, Caracle Creek International Consulting Inc. completed an NI 43-101 Maiden Mineral Resource Estimate and Technical Report on the U-V Zone (Table 1). Historical reports, modelling and interpretation suggest numerous opportunities to expand areas of low- and high-grade gold at the U-V and Bench zones and for expansion of the 04/36 Zone. The Company is also reviewing other exploration opportunities around the TMIC and in the region.

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Table 1. Inferred Mineral Resource Estimate at 0.3 g/t Au cut-off, Caracle Creek (2006).

Zone	Tonnes	Au(ppb)	Au(g/t)	Contained Grams	Contained Ounces
U	2,353,902	770	0.77	1,811,412	58,238
V	1,617,681	539	0.54	872,750	28,059
Total:	3,971,583		0.68	2,684,162	86,297

source: Independent Mineral Resource Estimation, Tower Mountain Gold Deposit, ValGold Resources Ltd.; Prepared by Caracle Creek International Consulting Inc. and Clark Exploration Consulting Inc., Effective February 9, 2006.

The Company is treating the tonnages and grades reported in Table 1 as historical mineral resources. This historical estimate was prepared using categories and definitions consistent with CIM Definition Standards of Mineral Resources and Mineral Reserves at the time of completion of the resource estimate, as outlined in NI 43-101, Standards of Disclosure for Mineral Projects. A QP has not done sufficient work to classify the historical estimates as current mineral resources and therefore the Company is not treating the historical estimates as current mineral resources. Investors are cautioned that the historical estimates do not mean or imply that economic deposits exist on the Property. The Company has not undertaken any independent investigation of the historical estimates or other information contained in this press release nor has it independently analyzed the results of the previous exploration work in order to verify the accuracy of the information.

Exploration

Diamond Drilling

To date, the Company has completed 10,813 m of drilling in 48 holes in three phases of diamond drilling at Tower Mountain.

Phase 1 Diamond Drilling: 2,468.11 m in 10 Holes

This first phase of drilling was designed to (1) test the depth potential of some of the historical gold showings located throughout the Property, (2) test for down-dip extensions based on historical drilling, and (3) test new areas discovered as a result of the fall 2020 prospecting program, such as the newly discovered Ellen Zone. Phase 1 drill holes were also widely spaced, with some as much as 500 metres apart.

Of particular interest in the Phase 1 diamond drilling program was the discovery of a new gold zone in diamond drill hole TM-21-94, which returned 1.7 g/t Au over 82.5 m, including 3 g/t Au over 45.0 metres. The new gold discovery, named the Ellen Zone, is located about 340 m south of the U-V Zone and about 300 m north of the Bench Zone. The area of the new discovery has seen no historical drilling and is open in all directions. In addition to the new Ellen Zone discovery, the Company also reported on results from a further six (6) diamond drill holes targeting expansion of historical zones and new target areas determined from the fall 2020 prospecting program. Additional highlights from the 2021 Phase 1 drilling program and completed IP geophysical survey include:

• Confirmation of low-grade gold mineralization within an intense and pervasive alteration zone, extending over 2 km along strike;

• Excellent correlation between the Ellen Zone discovery and priority anomaly “TS-02” from the DasVision 3D-IP survey;

• DasVision 3D-IP survey outlined numerous new targets for follow-up prospecting, trenching and drilling;

• Drill hole TM-21-95 extended the historical Bench Zone to the south by a minimum of 75 metres;

• Compilation of all historical data and completion of the DasVision 3D-IP survey provide excellent drill targets within “gaps” between gold zones that are up to 500 m in strike; and

• The highly prospective H Zone requires re-mapping and additional drilling to test the new interpretation that this zone dips to the southeast at 50-60 degrees.

A summary of Phase 1 drill core assays is presented in Table 2.

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Table 2. Summary of Phase 1 diamond drill core assay results, Tower Mountain Gold Project.

Drill Hole	From (m)	To (m)	*Interval (m)	Au (g/t)
TM-21-88	no significant assays
TM-21-89	no significant assays
TM-21-90	373.5	390.0	16.5	0.90
TM-21-91	no significant assays
TM-21-92 and	50.5	53.5	3.0	0.96
	61.0	71.5	10.5	0.25
TM-21-93	8.0	18.5	10.5	0.39
and	32.0	89.0	57.0	0.23
TM-21-95 and incl.	21.0	51.0	30.0	0.33
	112.5	174.0	61.5	0.51
	117.0	120.0	3.0	1.50
TM-21-94	10.0	92.5	82.5	1.75
incl.	10.0	55.0	45.0	3.00
TM-21-95	no significant assays
TM-21-96	no significant assays
TM-21-97 and incl. and	95.5	148.0	52.5	0.32
	232.0	268.0	36.0	0.62
	248.5	262.0	13.5	1.04
	289.0	311.5	22.5	0.50
incl.	308.5	311.5	3.0	1.15

*drill hole intervals are not true widths and are being reported as drill core lengths.

Phase 2 Diamond Drilling: 3,760 m in 19 Holes

Objectives of the Phase 2 program included:

• Tracing the Ellen Zone to the northwest, to the southeast and down dip;

• Extending the Bench Zone down dip to the southwest including a step out hole to follow up on drill hole TM-21-97, which intersected anomalous gold mineralization over nearly its entire 347.71 m length (47% of 229 samples >100 ppb Au, to maximum 2.16 g/t Au) and supported the interpretation that the Bench Zone dips 50 to 60 degrees southwest;

• Infill drilling at T Zone to test historical drill mineralization intercepts over a strike length of 200 m;

• Test for extension of mineralization at bottom of a hole at S Zone;

• Confirm high grade intercepts from historical drilling at A Zone;

• Test for down dip extension at 04-36 Zone;

• Testing across a chargeability low and resistivity high which underlies the majority of the Ellen Zone; and,

• • Testing three chargeability highs; 1) E Zone at south edge of property 2) newly named Centre Zone which lies between the UV and Bench zones, and 3) 04-36 Zone. All three IP anomalies are untested by drilling.

Highlights of final results from the Phase 2 drilling program are provided in Table 3.

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Table 3. Summary of Phase 2 diamond drill core assay results, Tower Mountain Gold Project.

Drill Hole	From (m)	To (m)	*Interval (m)	Au (g/t)	Zone
TM-21-98	72.50	107.00	34.50	1.11	Ellen T
incl	86.00	93.50	7.50	2.33
and	159.50	165.50	6.00	1.02
TM-21-99	anomalousgold from 4 to 197 metres
TM-21-100	23.00	113.00	90.00	1.23
incl	23.00	33.50	10.50	3.68
incl	51.50	65.00	13.50	1.56
incl TM-21-101	92.00 68.00	113.00 138.50	21.00 70.50	2.75 0.27
incl	71.00	77.00	6.00	0.51
TM-21-102	47.00	60.50	13.50	0.73
TM-21-103	81.50	129.50	48.00	0.61
Incl	105.50 188.00	116.00 210.50	10.50 22.50	1.52 0.75
TM-21-105					Bench
incl	200.00	210.50	10.50	1.11
TM-21-106	80.00	230.00	150.00	0.56
incl	171.50	230.00	58.50	1.01
incl	215.00	230.00	15.00	1.74
TM-21-107	143.00	192.50	49.50	0.84
incl	143.00	164.00	21.00	1.29
TM-21-108	3.70	59.00	55.40	1.81	A
incl	3.70	27.50	23.80	3.94
incl	8.00	15.50	7.50	8.77
TM-21-109	116.50	140.50	24.00	1.02
TM-21-110	2.50	54.50	52.00	0.75	110 IP#1
incl	47.00	54.50	7.50	1.02
TM-21-111	89.00	96.50	7.50	0.73	Central
and	194.00	209.00	15.00	0.32	IP#3
TM-21-112	56.00	81.50	25.50	0.68	Ellen
and	120.50	144.50	24.00	0.62
TM-21-113	164.00	239.00	75.00	0.53
incl	164.00	170.00	6.00	1.31
incl	204.50	221.00	16.50	1.01
incl	228.50	239.00	10.50	0.77
TM-21-114	281.00	317.00	36.00	0.21
incl	281.00	287.00	6.00	0.38
TM-21-115	57.50	62.00	4.50	1.40
TM-21-116	93.50	170.00	76.50	0.29	04-36
incl	125.00	170.00	45.00	0.37	IP#5
incl	137.00	146.00	9.00	0.65

*drill hole intervals are not true widths and are being reported as drill core lengths.

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Phase 3 Diamond Drilling: 4,066 m in 19 Holes

The Phase 3 drilling program utilized oriented core to gain a better understanding of the vein/fracture system and general structures. Additionally, the drilling tested new areas of prospective gold mineralization uncovered during the 2021 mapping and prospecting program. Highlights from the Phase 3 drilling program are provided in Table 4.

Table 4. Summary of Phase 3 diamond drill core assay results, Tower Mountain Gold Project.

Drill Hole	From(m)	To(m)	*Interval(m)	Au(g/t)	Zone
TM-21-117	5.0	35.0	30.0	1.31	A Zone
incl.	5.0	11.0	6.0	2.68
TM-21-118	5.0	38.0	33.0	1.43
and	26.0	30.5	4.5	5.12
TM-21-119	6.5	27.5	21.0	4.05
TM-21-120	186.5	287.0	100.5	0.94	Bench
incl.	225.5	233.0	7.5	5.19
TM-21-121	125.0	293.0	168.0	0.61
incl.	125.0	162.5	37.5	0.77
incl.	182.0	186.5	4.5	2.67
incl.	249.5	263.0	13.5	0.91
TM-21-123	149.0	194.0	45.0	0.47	D Zone
and	221.0	222.5	1.5	10.90
TM-21-125	63.5	96.5	33.0	0.39	110 Zone
TM-22-126	42.5	182.0	139.5	0.49	110 Zone
incl.	66.5	69.5	7.5	1.48
incl.	117.5	167.0	49.5	0.75
and	156.5	165.5	9.0	2.09
TM-22-127	119.0	150.5	31.5	0.40	C&M Zone
	119.0	128.0	9.0	0.73
TM-22-128	9.5	66.5	57.0	0.60
and	30.5	47.0	16.5	1.17
TM-22-129	62.0	63.5	1.5	5.30	A Zone
TM-22-130	3.5	15.5	12.0	3.72
incl.	12.5	15.5	3.0	14.12
TM-22-131	2.7	20.0	17.3	0.60
TM-22-132	3.7	80.0	76.3	0.60
incl.	14.0	24.5	10.5	1.14
Incl.	47.0	56.0	9.0	1.40
TM-22-134	53	74	21	0.579
and	129.5	149	19.5	0.935
and	182	242	60	0.733
and	258.5	293	34.5	0.731
and	339.5	369.5	30	0.709
TM-22-135	122	485	363	0.595
including	123.5	390.5	267	0.708
and	477.5	485	7.5	0.64

*drill hole intervals are not true widths and are being reported as drill core lengths.

The Phase 3 drilling program was very successful in expanding the Bench Zone to the west and demonstrating the continuity of its down-dip extension. It should also be noted that diamond drill holes TM-21-120 and 121 ended in

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gold mineralization, with TM-21-120 returning 0.67 g/t Au from 285.5-287.0 m (End of Hole) and TM-21-121 returning 0.48 g/t Au from 291.5-293.0 m (End of Hole).

Trenching and Sampling

A Zone Trenching

Assay results from A Zone trenching at Tower Mountain are provided in Table 5. The Company is very encouraged with the results of the channel sample assays which correlate well with similar results reported from drill hole TM21-108 that assayed 3.94 g/t Au over 23.8 m (from near-surface).

Table 5. Channel samples and assay intervals, A Zone.

Channel Label	Channel Sample #	Length (m)	Au (g/t)	Average Au (g/t)	Interval (m)
J	658305	1.45	0.21	0.52	2.90
	658306	1.45	0.86
I	658222	1.03	0.45	1.04	5.15
	658223	1.04	1.08
	658224	1.11	0.85
	658225	1.08	1.77
	658226	0.89	1.04
H H	658227	0.90	1.04	0.97	5.60
	658228	0.80	0.42
	658229	1.00	0.58
	658230	1.07	1.31
	658231	0.89	0.98
	658232	0.94	1.37
G	658206	0.90	0.28	1.87	3.70
	658207	1.05	0.24
	658208	0.90	3.09
	658209	0.85	4.27
F	658201	0.50	0.92	2.81	20.74
	658202	1.00	1.92
	658203	1.00	6.55
	658204	0.75	5.03
	658205	0.75	5.85

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Channel Label	Channel Sample #	Length (m)	Au (g/t)	Average Au (g/t)	Interval (m)
	658210	0.90	2.85
	658211	1.05	2.38
	658212	1.06	3.79
	658213	1.17	4.87
	658214	1.06	3.76
	658215	1.04	7.09
	658216	1.20	1.00
	658217	0.96	0.50
	658218	1.10	1.03
	658219	1.40	3.92
	658220	1.30	2.94
	658234	1.40	0.63
	658233	1.40	1.94
	658235	1.70	1.34
E	658247	1.30	6.43	3.60	4.00
	658248	1.20	3.69
	658249	1.50	1.07
D	658243	1.00	1.06	1.45	2.00
	658244	1.00	1.84
C	658240	0.65	8.55	12.32	3.65
	658241	1.30	1.20
	658242	1.50	23.60
B	658238	1.05	2.64	2.00	2.50
	658239	1.45	1.47
A	658236	0.75	7.13	3.26	4.15
	658237	1.30	4.36
	658245	1.00	0.99
	658246	1.10	1.40
Single channels	658307	0.80	0.07	0.07	0.80
Single channels	658308	2.00	1.04	1.04	2.00
Single channels	658221	0.75	0.56	0.56	0.75
Single channels	658250	1.80	1.27	1.27	1.80
Single channels	658304	1.80	0.42	0.42	1.80

Note: channel sample intervals are not true widths and are being reported as sample lengths.

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Taranis (Okohongo) Copper-Silver Project, Namibia

History

The Taranis (Okohongo) Copper-Silver Project is located in the Kaoko Copperbelt in northwest Namibia. This belt has many similarities to the Central African Copperbelt (CACB) of the DRC and Zambia which is hosts worldclass deposits that individually contain greater than 10 million tonnes of copper. Namibia is one of the most stable and pro-mining jurisdictions in Sub-Saharan Africa.

During fiscal 2020, the Company incorporated a wholly-owned Namibian subsidiary, Aloe Investments Two Hundred and Thirty Eight (Proprietary) Limited (“Aloe 238”) and executed a binding letter of intent to acquire a 100% interest in the Taranis (Okohongo) Copper-Silver Project (the “Okohongo LOI”) located in northwest Namibia from Taranis Resources and Investments CC (“Taranis”), a private Namibian company. The Property comprises one Exclusive Prospecting Licence (EPL7071) encompassing approximately 13,825 hectares.

Pursuant to the Okohongo LOI, White Metal committed to the following:

• Pay Taranis $12,500 USD upon closing (paid);

• Issue 4.5 million common shares of the Company to Taranis upon closing (issued); and,

• Issue a sufficient number of shares of Aloe 238 to provide Taranis a 5% equity interest in Aloe 238, leaving the Company with a 95% interest in Aloe 238 (completed).

EPL7071 has no associated royalties. Closing of the Okohongo LOI was subject to TSX Venture Exchange approval which was received during fiscal 2020.

The Taranis (Okohongo) Copper-Silver Project includes the Okohongo Copper-Silver Deposit which is known to extend over 600 m in strike length and up to 400 m down-dip (see INV Metals news release dated August 3, 2011). Situated within the Kaoko Belt and hosted by metasedimentary strata, the Okohongo Deposit is considered analogous with the stratiform sediment-hosted Central African Copperbelt deposits of Zambia and the Democratic Republic of the Congo. The Okohongo Deposit contains Inferred Mineral Resources of 10.2 million tonnes grading 1.12% Cu and 17.75 g/t Ag, using a 0.3% Cu cut-off (Table 6; INV Metals Inc. NI 43-101 Technical Report, Effective Date March 31, 2011).

Table 6. Grade sensitivity analysis, historical Inferred Mineral Resources, Okohongo Cu-Ag Deposit, Namibia.

Cu (%) Cut-off	SG	Tonnes	Cu (%)	Ag (g/t)	Cu (tonnes)	Ag (ounces)	CATEGORY
0.0	2.45	11,691,539	1.01	15.85	117,645	5,957,874	Inferred
0.1	2.45	11,682,796	1.01	15.86	117,640	5,957,640	Inferred
0.2	2.45	11,453,414	1.02	16.13	117,219	5,940,047	Inferred
0.3	2.45	10,196,456	1.12	17.75	114,046	5,818,534	Inferred
0.4	2.45	9,535,538	1.17	18.66	111,731	5,719,226	Inferred
0.5	2.45	8,705,239	1.24	19.73	107,993	5,522,454	Inferred
0.6	2.45	8,142,684	1.29	20.50	104,877	5,366,572	Inferred
0.7	2.45	7,366,110	1.35	21.61	99,810	5,116,714	Inferred
0.8	2.45	6,379,793	1.45	23.16	92,402	4,750,190	Inferred

Prepared By: Caracle Creek International Consulting Inc., Effective March 31, 2011.

The Company is treating the tonnages and grades reported in Table 6 as historical mineral resources. A qualified person has not done sufficient work to classify the historical estimates as current mineral resources and the Company is not treating the historical estimates as current mineral resources. Investors are cautioned that the historical estimates do not mean or imply that economic deposits exist on the properties. The Company has not undertaken

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any independent investigation of the historical estimates or other information contained in this press release nor has it independently analyzed the results of the previous exploration work in order to verify the accuracy of the information. The Company believes that these historical estimates and other information contained in this news release are relevant to continuing exploration on the properties.

Exploration

During the year ended April 30, 2022, the Company reported final assay results from the 28-hole, 3,226 m reverse circulation (RC) drilling program. The drilling program (OK20-P series holes) on the Property was aimed at twinning, as close as possible and as reflected in the table below, many of the RC drill holes that were used to calculate the 2011 historical mineral resource estimate but did include some newly located holes (Table 7).

Table 7: Summary of RC chip sample assays from the 2021 Phase 1 RC drilling program.

Historical Drill Hole	Phase 1 Drill Hole (2020)	From (m)	To (m)	Interval (m)	Ag (g/t)	Cu (%)	Pb (ppm)	Zn (ppm)
INVR-004	OK20-P001	no significant assays
INVR-005	OK20-P002	no significant assays
INVR-020	OK20-P003	no significant assays
New Hole	**OK20-P004 **	138.00	142.00	4.00	2.4	0.16	3443	111
	and	145.00	171.00	26.00	45.2	1.60	326	115
	incl.	151.00	157.00	6.00	151.8	5.47	426	124
	incl.	153.00	154.00	1.00	137.0	12.40	71	105
INVR-006	OK20-P005	21.00	66.00	45.00	33.0	2.02	511	91
	incl.	23.00	35.00	12.00	18.0	2.20	1202	71
	incl.	26.00	35.00	9.00	23.0	2.46	1409	62
	incl.	30.00	33.00	3.00	46.0	3.64	329	41
	incl.	36.00	40.00	4.00	43.0	2.38	322	76
	incl.	41.00	44.00	3.00	91.0	3.60	291	92
	incl.	42.00	44.00	2.00	114.0	4.25	236	75
	incl.	45.00	52.00	7.00	44.0	2.27	313	93
	incl.	54.00	65.00	11.00	39.0	2.20	137	112
INVR-007	OK20-P006	72.00	75.00	3.00	9.0	0.32	19	53
Historical Drill Hole	Phase 1 Drill Hole (2020)	From (m)	To (m)	Interval (m)	Ag (g/t)	Cu (%)	Pb (ppm)	Zn (ppm)
	and	80.00	85.00	5.00	12.0	0.60	13	60
	incl.	82.00	83.00	1.00	47.0	1.98	10	79
INVR-035	OK20-P007	175.00	183.00	8.00	14.0	0.77	260	183
	incl.	178.00	182.00	4.00	20.0	1.22	263	168
	incl.	180.00	181.00	1.00	34.0	2.39	546	183
INVR-072	OK20-P008	no significant assays
New Hole	OK20-P009	no significant assays
INVR-008	OK20-P010	no significant assays
INVR-009	OK20-P011	54.00	58.00	4.00	5.0	0.33	140	183
INVR-037	OK20-P012	12.00	51.00	39.00	5.0	0.58	315	50
	incl.	37.00	49.00	12.00	14.0	1.68	748	114
	and	78.00	87.00	9.00	10.0	0.60	21	111
	incl.	84.00	85.00	1.00	29.0	1.43	7	124
New Hole	OK20-P013	no significant assays
INVR-010	OK20-P014	no significant assays

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Historical Drill Hole	Phase 1 Drill Hole (2020)	From (m)	To (m)	Interval (m)	Ag (g/t)	Cu (%)	Pb (ppm)	Zn (ppm)
INVR-034	OK20-P015			no significant assays
New Hole	OK20-P016			no significant assays
New Hole	OK20-P017	40.00	41.00	1.00	2.6	1.25	20	65
	and	57.00	63.00	6.00	31.6	2.18	526	99
INVR-036	OK20-P018			no significant assays
INVR-012	OK20-P019	68.00	101.00	33.00	14.1	0.92	955	101
	incl.	75.00	92.00	17.00	19.2	1.18	1694	106
INVR-011	OK20-P020	28.00	31.00	3.00	1.7	0.16	13	66
	and	39.00	48.00	9.00	13.1	1.05	26	76
	incl.	44.00	46.00	2.00	41.3	2.88	16	117
	and	56.00	70.00	14.00	15.4	0.70	1024	106
	incl.	63.00	66.00	3.00	17.0	1.35	959	119
--	OK20-P021			notcompleted
INVR-067	OK20-P022			no significant assays
INVR-017	OK20-P023	42.00	57.00	15.00	8.0	0.71	50	86
	incl.	44.00	45.00	1.00	15.0	2.35	186	57
	incl.	51.00	56.00	5.00	17.0	1.41	18	113
INVR-013	OK20-P024	43.00	47.00	4.00	8.3	1.23	119	94
	incl.	43.00	45.00	2.00	13.5	2.03	211	75
	and	73.00	94.00	21.00	28.2	1.77	145	97
	incl.	79.00	91.00	12.00	44.2	2.85	142	93
	incl.	79.00	87.00	8.00	60.6	3.95	193	98
INVR-001	OK20-P025	36.00	38.00	2.00	3.1	0.56	149	67
	and	47.00	70.00	23.00	46.3	2.31	1108	110
	incl.	57.00	61.00	4.00	65.1	4.74	2113	98
INVR-066	OK20-P026	123.00	126.00	3.00	32.3	2.42	100	94
INVR-014	OK20-P027	40.00	47.00	7.00	2.9	0.19	104	135
	and	55.00	60.00	5.00	1.2	0.15	21	30
	and	63.00	70.00	7.00	2.9	0.27	19	62
	and	74.00	98.00	24.00	16.6	1.11	19	101
	incl.	81.00	90.00	9.00	32.8	2.09	22	110
Historical Drill Hole	Phase 1 Drill Hole (2020)	From (m)	To (m)	Interval (m)	Ag (g/t)	Cu (%)	Pb (ppm)	Zn (ppm)
INVR-018	OK20-P028	45.00	48.00	3.00	5.0	0.44	48	33
INVR-008	OK20-P029	22.00	30.00	8.00	4.5	0.27	55	86
	and	88.00	104.00	16.00	18.7	1.25	21	140
	incl.	99.00	102.00	3.00	73.0	4.96	17	122

Note: drill hole intervals are not representative of true width.

New Mineral Resource Estimate: Okohongo Copper-Silver Deposit

During 2021, the Company announced a new mineral resource estimate (“MRE”) on the Okohongo Cu-Ag Deposit. A total of 3,226 m of RC drilling in 28 drill holes (518 chip samples in resource) and 781.70 m of historical diamond drill core in 4 holes (63 core samples in resource) were used to calculate the Mineral Resources in the Inferred category (Table 7). The area covered by the resource is about 740 m (east-west) and 720 m (north-

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south). Using a cut-off grade of 0.30% Cu and assuming 10% geological loss, the study reported approximately 7.7 million tonnes grading 1.55% Cu and 26.77 g/t Ag with a calculated copper equivalent (CuEq) of 1.82% Cu. The MRE was prepared by Caracle Creek International Consulting MINRES (Pty) Ltd. (“CCIC MINRES”), South Africa, in accordance with current CIM Definition Standards on Mineral Resources and Reserves. A Technical Report in support of the MRE will be filed on SEDAR (www.sedar.com) by October 1, 2021. The MRE is effective as at August 11, 2021.

Table 7. Mineral Resource Estimate Statement for the Okohongo Cu-Ag Deposit, Namibia (0.30% Cu cut-off).

Classification	Tonnes5	Cu (%)	Ag (g/t)	CuEq3 (%)	Cu (t)	Ag (oz)	CuEq (t)
Inferred	7,706,732	1.55	26.77	1.82	119,256	6,634,133	139,891

Notes to Table 7:

1. The independent Qualified Person for the Mineral Resource Estimate, as defined by NI 43-101, is Mr. Sivanesan (Desmond) Subramani (Pri. Sci. Nat - 400184/06), Caracle Creek International Consulting MINRES (Pty) Ltd. (CCIC MINRES), South Africa. The effective date of the Mineral Resource Estimate is August 11, 2021.

2. These Mineral Resources are not Mineral Reserves as they do not have demonstrated economic viability. The quantity and grade of reported Inferred Resources in this Mineral Resource Estimate are uncertain in nature and there has been insufficient exploration to define these Inferred Resources as Indicated or Measured, however it is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.

3. Copper equivalent (CuEq) was calculated using a copper price of US$3.75/lb and a silver price of US$25.00/oz and applying the formula: CuEq = Cu% + (Ag g/t * 0.01).

4. A cut-off grade of 0.30% Cu was used for the low- and high-grade domains. The cut-off grade was determined on the basis of core assay geostatistics and drill core lithologies for the deposit, and by comparison to analogous deposit types.

5. Tonnages are reported applying a geological loss of 10%, to account for unknown geological discontinuities; 10% is based on experience of other deposits in similar geological settings.

6. Geological and block models for the Mineral Resource Estimate used data from a total of 24 surface reverse circulation drill holes, completed by White Metal in January-February 2021, and four re-sampled historical diamond drill holes (completed by Teck in 2008 and INV Metals in 2011). The drill hole database was validated prior to resource estimation and QA/QC checks were made using industry-standard control charts for blanks, RC chips sample duplicates, and commercial certified reference material (standards and blanks) inserted into assay batches by White Metal and by comparison of umpire RC chip sample assays performed at a second laboratory.

7. Estimates in Table 15 have been rounded to two significant figures.

8. The Inferred Mineral Resources were constrained by a Lerchs-Grossmann conceptual open pit envelope that was developed using the following optimization parameters: i) metal prices of US$3.75/lb copper and $25/oz silver; ii) an overall pit slope of 55 degrees; iii) bulk mining costs of US$2/t (ore) and US$1/t (waste), derived from other comparative copper projects in African copper belts; iv) processing costs and G&A estimated at US$7.80/t; and v) plant recoveries assumed to be 80% copper and 80% silver.

9. The Mineral Resource Estimate was prepared following the CIM Estimation of Mineral Resources & Mineral Reserves Best Practice Guidelines (November 29, 2019).

10. The geological model as applied to the Mineral Resource Estimate comprises eight Individual wireframes that were created for each grade domain.

11. The block model was prepared using Datamine Studio RM software. A 50 m x 50 m x 5 m block model was created, and samples were composited at 1.0 m intervals. Grade estimation from drill hole data was carried out for Cu and Ag using the Ordinary Kriging interpolation method.

12. Grade estimation was validated by comparison of input and output statistics, swath plot analysis, and by visual inspection of the assay data, block model, and grade shells in cross-sections.

13. The applied average specific gravity (2.45 t/m3) was determined on the basis of CCIC MINRES’s in-house library of SG and bulk density measurements from similar deposits in the African copper belts.

Readers are encouraged to view the full NI 43-101 Technical Report and Mineral Resource Estimate at: - - https://www.whitemetalres.com/uploads/4/6/2/1/46218215/whm_okohongo_ni43 101_tr mre_final_oct01_2021_reduced.pdf

During the year ended April 30, 2022, the Company optioned its interest in the Property to Himba Metals (Pty) (“Himba”), a privately held company incorporated pursuant to the laws of Namibia, by way of letter of intent (“Himba LOI”) among the Company, Himba and P&C Ventures Inc. (“P&C”). Pursuant to the Himba LOI, Himba or its assigns has the option to acquire the Company’s 95% interest in Aloe 238 by completing the following:

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• Pay to the Company $50,000 USD as a non-refundable deposit upon execution of the Himba LOI (received $61,915 CAD);

• Pay to the Company $50,000 USD upon completion of a 45-day due diligence period in favour of Himba (subsequently received $64,100 CAD);

• Pay to the Company $400,000 USD on or before May 31, 2022;

• Cause a public company, which Himba intends on assigning its interest in the Option to (“Pubco”), to issue to the Company US$1,000,000 worth of shares of Pubco (the “Pubco Shares”) by May 31, 2022, subject to the Company consenting to an extension to that date if required by Himba or Pubco, such consent not to be unreasonably

withheld but subject to the Company’s right to require that exploration work be commenced on the Okohongo. In the event that the Pubco shares are not issued by August 31, 2022 (the “Outside Date”), P & C has agreed, pursuant to a limited guarantee, to pay to the Company US$1 million in cash within 15 days of the Outside Date in lieu of the Pubco Shares. If, within 3 months of the Outside Date, Pubco is in a position to issue the Pubco Shares, the Company will have the option of exchanging the US$1.0 million in cash for US$1.0 million of shares of Pubco;

• Pay to the Company $500,000 USD by November 30, 2022;

• Grant to the Company a 1.0% Net Smelter Return royalty (“NSR”) over Himba’s or its assign’s interest in the Okohongo with the right of Himba or its assigns to purchase 0.25% of the NSR for US$1.0 million; and

• Pay to the Company US$1.0 million and cause Pubco to issue US$1.0 million of shares if a NI 43-101 compliant mineral resource estimate is outlined on the Okohongo exceeding 50 million tonnes of copper at greater than or equal to 1.0% Cu equivalent.

DorWit Copper-Silver Project , Namibia

History

During 2020, the Company incorporated a wholly-owned Namibian subsidiary, Aloe Investments Two Hundred and Thirty Seven (Proprietary) Limited (“Aloe 237”) and executed a binding letter of intent (the “DorWit LOI”) whereby Aloe 237 would acquire a 100% interest in the DorWit Copper-Silver Project, located approximately 150 km from Windhoek, Namibia, from Altan Minerals and Investments CC (“Altan”), a private Namibian company. The DorWit Copper-Silver Property comprises three Exclusive Prospecting Licenses EPL7028, 7029 and 7030, encompassing approximately 78,865 hectares.

Pursuant to the DorWit LOI, White Metal committed to the following:

• Pay Altan $75,000 USD upon closing (paid);

• Issue 7 million common shares of the Company to Altan upon closing (issued); and

• Issue a sufficient number of shares of Aloe 237 to provide Altan a 5% equity interest in Aloe 237, leaving the Company with a 95% interest in Aloe 237 (completed).

EPL7028, 7029 and 7030 have no associated royalties. Closing of the DorWit LOI was subject to TSX Venture Exchange approval which was received during fiscal 2020.

The DorWit project covers about 65 km of prospective stratigraphy in the Kalahari Copper Belt which extends eastward into Botswana where several major copper deposits occur and have been successfully financed (e.g., Cupric Canyon Capital news release dated February 25[th] , 2019). Six historical copper deposits occur within these three licences along with other zones with anomalous copper in historical drill core intercepts which the Company believes can be expanded upon through future exploration. Historical mineral resources (Table 8) are contained within these three mining licenses and were published by the Geological Survey of Namibia (Resources of Namibia, 1999).

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Table 8. Historical Mineral Resources from the Witvlei-Dordabis Areas, Namibia.

Deposit	Tonnes	Cu(%)	Ag (g/t)	EPL
Dordabis98	290,000	1.70	-	7030
	200,000	0.50	-	7030
Gemsbokvley214	447,000	1.75	-	7028
Christiadore104	1,200,000	2.27	-	7028

Highlight drill holes: 2.5% Cu over 9m; 2.9% Cu over 7m; 3.7% Cu over 5m

Deposit	Tonnes	Cu(%)	Ag (g/t)	EPL
Okasewa	6,000,000	1.85	7.00	7028
Malachite Pan	2,625,300	1.36	7.47	7029
	2,368,400	1.11	6.19	7029
Witvlei Pos	2,850,000	1.52	-	7029

The Company is treating the tonnages and grades reported in Table 8 as historical mineral resource estimates. These historical estimates do not use categories that conform to current CIM Definition Standards on Mineral Resources and Mineral Reserves as outlined in NI 43-101, Standards of Disclosure for Mineral Projects, and have not been redefined to conform to current CIM Definition Standards. A qualified person has not done sufficient work to classify the historical estimates as current mineral resources and the Company is not treating the historical estimates as current mineral resources. Investors are cautioned that the historical estimates do not mean or imply that economic deposits exist on the properties. The Company has not undertaken any independent investigation of the historical estimates or other information contained in this press release nor has it independently analyzed the results of the previous exploration work in order to verify the accuracy of the information. The Company believes that these historical estimates and other information contained in this news release are relevant to continuing exploration on the properties.

During the year ended April 30, 2020, the Company and RZJ Capital Management (“RZJ”) signed a binding letter of agreement (“LOA”) pursuant to which RZJ has the option to purchase 70% of the common shares of Aloe 237. RZJ assigned the LOA to Noronex Ltd. (“Noronex”) (formerly Lustrum Minerals Limited) during the current year. The terms of the LOA outlined in the corresponding consolidated financial statements for the year ended April 30, 2022.

Exploration

White Metal will be working with Noronex on its maiden exploration program in Namibia, aiming to build on the extensive 150,000 metre historical drill hole database which defines numerous historical Kalahari Copper Belt deposits.

In March 2021, Noronex engaged The MSA Group (Pty) Ltd. to report the Mineral Resources for the DorWit copper deposits in accordance with the JORC Code, 2012 Edition. The consolidated Mineral Resource for the DorWit Project, in accordance with the guidelines of the JORC Code (2012), is shown in Table 9.

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Table 9. Dorwit Consolidated Mineral Resources at a cut-off grade of 0.5%, effective March 1, 2021.

==> picture [455 x 672] intentionally omitted <==

19

For full details of the JORC 2012 Mineral Resource and for up-to-date exploration activities on this prospective copper-silver project readers are encouraged to visit https://noronexlimited.com.au/.

Other Properties - Canada

The Company also retains certain other early-stage mineral property interests as detailed in the table below. Readers are encouraged to visit https://www.whitemetalres.com/ for more detailed information about these projects.

Project Name	Mineral(s) Sought	Location	Status	Partner	Ownership Retained
Shebandowan	Base Metal, Gold	Ontario	Owned	N/A	100%
Far Lake	Copper, Silver	Ontario	Optioned	Benton Resources	30-40%
Tesup Lake	Polymetallic	Ontario	Owned	N/A	100%
Seagull Lake	Palladium, Platinum	Ontario	Owned	N/A	100% subject to underlying NSR
Startrek	Gold, Antimony	Newfoundland	Optioned	Leocor Gold	30% subject to underlying NSR

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Contractual Obligations

The Company has commitments as described in Note 6 of the April 30, 2022 consolidated financial statements with respect to certain agreements on its mineral property interests.

Related Party Transactions

Key management personnel compensation:

ey management personnel compensation:
	April 30,	April 30,
	2022	2021
	$	$
Salaries and benefits	119,379	123,282
Share–based payments	224,319	85,856
Consulting, property contracting services, equipment rentals and
office rent	64,400	57,286
Total keymanagementpersonnel compensation	363,475	266,424

All transactions with related parties have occurred in the normal course of operations and management represents that they have occurred on a basis consistent with those involving unrelated parties, and accordingly that they are measured at fair value. Details of the balances in the table above are more fully described below.

During the year ended April 30, 2022 , Michael Stares, interim President and CEO of the Company, earned $119,379 in salary and statutory benefits (April 30, 2021 – $123,282) for exploration property management and administrative services. Michael resigned effective March 1, 2022. At April 30, 2022 the Company owed Michael Stares $1,754 for property consulting fees and expense reimbursements (April 30, 2021 - nil). In addition, during the year ended April 30, 2022, the Company was billed $14,300 plus HST by Stares Contracting Corp., a company

20

co-owned by Michael Stares, for equipment rentals capitalized in exploration and evaluation assets as well as for the purchase of an exploration camp structure capitalized in property and equipment (April 30, 2021 - $3,250).

During the year ended April 30, 2022, Benton Resources Inc. (“Benton”), a company Michael Stares is a director and former employee of, billed $12,000 (April 30, 2021 - $12,000) to the Company for office rent. At April 30, 2022, the Company owed Benton $nil (April 30, 2021 - $1,130) inclusive of HST. In addition, the Company purchased equipment from Benton during the year ended April 30, 2021 for $5,000 that was capitalized in property and equipment.

During the year ended April 30, 2022, Dr. Scott Jobin-Bevans, VP Exploration for the Company and a director as well as Interim President and CEO, billed the Company nil (April 30, 2021 - $10,000) for monthly consulting fees related to his duties at a rate of $2,000 per month. During the year ended April 30, 2022, Caracle Creek International Consulting Inc. (“Caracle Creek”), a company of which Dr. Jobin-Bevans is President/CEO and a director of, billed the Company $27,750 (April 30, 2021 - $27,071) for monthly consulting fees related to his duties. In addition, during the year ended April 30, 2022, the Company was billed $5,350 (April 30, 2021 - $13,071) excluding HST by Caracle Creek for project management services at the Okohongo and DorWit projects in Namibia. At April 30, 2022, the Company owed Caracle Creek $3,955 (April 30, 2021 - $2,260) inclusive of HST.

During the year ended April 30, 2022, 2803923 Ontario Inc., a company controlled by David Speck, billed the Company $5,000 plus HST (April 30, 2021 – nil) for corporate development consulting services and services related his newly appointed role as CFO for the Company in March 2022. At April 30, 2022, the Company owed 2803923 Ontario Inc. $5,650 (April 30, 2021 – nil) inclusive of HST.

Subsequent Events

The following events occurred after the reporting date of April 30, 2022:

• The Company granted 2.8 million incentive stock options to directors and officers at $0.10 expiring 5 years from the date of grant.

Current and Future Changes in Accounting Policy Including Initial Adoption of International Financial Reporting Standards (“IFRS”)

Statement of Compliance

The consolidated financial statements, including comparatives for the year ended April 30, 2022, have been prepared using accounting policies in compliance with IFRS as issued by the International Accounting Standards Board (“IASB”).

New standards, amendments and interpretations to existing standards not adopted by the Company

There are currently no new standards issued but not yet effective that are expected to have a material impact on the Company. f

Risk Management

The Company’s financial instruments are comprised of cash and cash equivalents, receivables, investments and accounts payable and accrued liabilities.

The Company’s financial instruments are exposed to certain risks, including credit risk, liquidity risk, interest rate risk and market risk.

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Credit risk

Counterparty credit risk is the risk that the financial benefits of contracts with a specific counterparty will be lost if a counterparty defaults on its obligations under the contract. This includes any cash amounts owed to the Company by those counterparties, less any amounts owed to the counterparty by the Company where a legal right of offset exists and also includes the fair values of contracts with individual counterparties which are recorded in the consolidated financial statements.

i. Trade credit risk

The Company is in the exploration stage and has not yet commenced commercial production or sales. Therefore, the Company is not exposed to significant credit risk and overall the Company’s credit risk has not changed significantly from the prior year.

• ii. Cash and cash equivalents

In order to manage credit and liquidity risk the Company’s cash and short-term investments are held through large Canadian Financial Institutions.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet is financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure. The Company monitors and reviews current and future cash requirements and matches the maturity profile of financial assets and liabilities.

Accounts payable and accrued liabilities are due within the current operating year.

Interest Rate Risk

The Company’s interest revenue earned on cash and or short-term investments is exposed to interest rate risk. The Company does not enter into derivative contracts to manage this risk. The Company’s exposure to interest rate risk is very low as the Company’s short-term investments are either fully liquid or bear short staggered maturity dates to mitigate the risk of fluctuating interest rates.

The Company limits its exposure to interest rate risk as it invests only in short-term investments at major Canadian Financial Institutions.

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices and is comprised of currency risk, interest rate risk, and other price risk. The Company currently does not have any financial instruments that would be impacted by changes in market prices.

Other MD&A Requirements

Additional Disclosure for Venture Issuers without Significant Revenues:

As of April 30, 2022, the Company has incurred and capitalized $4,856,205 (April 30, 2021 - $2,321,023) as exploration and evaluation assets since inception of the Company, net of write-downs, recoveries and dispositions.

Outstanding Share Data

At the date of this management’s discussion and analysis, there are 147,000,750 common shares outstanding as well as: (a) stock options to purchase an aggregate of 13,505,000 common shares expiring between August 29, 2022 and June 20, 2027 and exercisable between $0.10 and $0.15 per share; and (b) share purchase warrants to purchase

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an aggregate of 47,549,757 common shares expiring between August 19, 2022 and December 15, 2023, exercisable at $0.09 to $0.20. For additional details of share data, please refer to Note 7 of the April 30, 2022 consolidated financial statements.

The Company is authorized to issue an unlimited number of voting shares and an unlimited number of preferred shares issuable in series.

On July 10, 2020, the Company issued 300,000 shares valued at $0.07 per share to complete the on-signing option payment on the Tower Mountain Gold Project detailed in note 6(a) above.

On August 19, 2020, the Company closed a non-brokered private placement, issuing 2,753,571 flow-through units at a price of $0.07 per flow-through unit for gross proceeds of $192,750, and 20,650,000 non-flow-through units at a price of $0.05 per unit for gross proceeds of $1,032,500. Each flow-through unit consists of one flow-through common share of the Company and one-half of one common share purchase warrant, with each full warrant exercisable at a price of $0.10 per share for 24 months after closing. Each non-flow-through unit consists of one common share of the Company and one common share purchase warrant exercisable at a price of $0.10 per share for 24 months after closing. In conjunction with the closing of the private placement, the Company paid net cash commissions of $17,412 and issued 80,700 finders’ warrants exercisable at a price of $0.10 per share for a period of 24 months after the date of issuance.

On September 11, 2020, the Company issued 750,000 shares valued at $0.055 per share to complete the purchase of the Startrek property from Sokoman Minerals Corp. pursuant to an amended agreement.

On February 8, 2021, the Company issued 250,000 shares pursuant to the exercise of warrants at a price of $0.10.

On February 22, 2021, the Company closed a non-brokered private placement financing of flow-through and non-flow through units for gross proceeds of $2,273,000 (the “Private Placement”).

The Company issued 4,711,539 flow-through units at a price of $0.13 per unit, with each unit consisting of one flow-through common share and one common share purchase warrant, each full warrant entitling the holder thereof to purchase an additional common share of the Company at a price of $0.20 for a period of 24 months following the date of issuance.

The Company also issued 18,450,000 non-flow-through units in the Private Placement at a price of $0.09 per unit, with each unit consisting of one common share of the Company and one common share purchase warrant, and each warrant entitling the holder thereof to purchase an additional common share of the Company at a price of $0.20 for a period of 24 months following the date of issuance. The Company paid cash finders’ totalling $115,034 and issued 869,050 finders’ warrants exercisable at $0.09 per share and 235,033 finders’ warrants exercisable at $0.13 per share, all exercisable for 24 months from the date of issuance.

On February 22, 2021, the Company issued 300,000 shares valued at $0.135 related to the acquisition of the Anderson Patent.

On March 5, 2021, the Company issued 500,000 shares pursuant to the exercise of warrants at a price of $0.10.

On March 23, 2021, the Company issued 300,000 shares valued at $0.13 related to the acquisition of the Nicols Patent.

On March 31, 2021, the Company issued 4 million shares pursuant to the exercise of warrants at a price of $0.10.

On April 22, 2021, the Company issued 285,000 shares pursuant to the exercise of warrants at a price of $0.10.

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On June 3, 2021, the Company issued 500,000 shares pursuant to the exercise of warrants at a price of $0.10.

On June 14, 2021, the Company issued 600,000 shares pursuant to the exercise of warrants at a price of $0.10. In addition the Company issued 300,000 shares valued at $0.11 pursuant to the first anniversary payment on the Tower Mountain project.

On June 17, 2021, the Company issued 500,000 shares pursuant to the exercise of warrants at a price of $0.10.

On December 15, 2021, the Company closed a non-brokered private placement financing of flow-through shares and non-flow through units for gross proceeds of $1,749,990 (the “Private Placement”).

The Company issued 16,500,000 flow-through shares at a price of $0.10 per share and issued 1,111,000 nonflow-through units in the Private Placement at a price of $0.09 per unit, with each unit consisting of one common share of the Company and one-half of one common share purchase warrant, and each whole warrant entitling the holder thereof to purchase an additional common share of the Company at a price of $0.18 until December 15, 2023. The Company paid cash finders’ totalling $67,800 and issued 660,000 finders’ warrants exercisable at $0.10 per share until December 15, 2023.

The deferred premium on the issuance of the flow-through shares issued during year ended April 30, 2022, described above, was $165,000 (April 30, 2021 - $188,462). The cash proceeds of the placements in excess of the fair value of the Company’s shares issued is treated as a liability in accordance with IFRS. This liability is reversed into earnings as the Company incurs flow-through eligible exploration and evaluation expenditures. During the year ended April 30, 2022, $93,145 in flow-through share premiums was recognized as income during the year ended April 30, 2022 (April 30, 2021 – $188,462) resulting in a remaining deferred premium balance of $71,855 (April 30, 2021 - nil).

On January 19, 2022, the Company issued 400,000 shares valued at $0.085 pursuant to the first anniversary option payment related to the Anderson Patent.

On March 4, 2022, the Company issued 400,000 shares valued at $0.085 pursuant to the first anniversary option payment related to the Nichols Patent.

Dividend Policy

No dividends have been paid on any shares of the Company since the date of incorporation, and it is not contemplated that any dividends will be paid in the immediate or foreseeable future.

Legal Proceedings

To the knowledge of the Company, there are no actual or pending legal proceedings to which the Company is or is likely to be a party or of which any of its assets are likely to be subject.

Indebtedness of Directors, Officers, Promoters and Others

No director, officer, or promoter or other member of management of the Company, or any Associate or Affiliate of any such person, is or has been indebted to the Company.

Conflicts of Interest

There are potential conflicts of interest to which the directors and officers of the Company will be subject in connection with the operations of the Company. Some of the directors and officers have been and will continue to be engaged in the identification and evaluation, with a view to potential acquisition of interests in businesses and corporations on their own behalf and on behalf of other corporations, and situation may arise where the directors

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and officers will be in direct competition with the Company. Conflicts, if any, will be subject to the procedures and remedies under the British Columbia Business Corporations Act.

Risk Factors

Mining Industry

The exploration for and development of mineral deposits involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to establish ore reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the current exploration programs planned by the Applicant will result in a profitable commercial mining operation.

Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are the particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as metal prices which are highly cyclical and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Applicant not receiving an adequate return on invested capital.

Mining operations generally involve a high degree of risk. The Applicant’s operations are subject to all the hazards and risks normally encountered in the exploration, development and production of ore, including unusual and unexpected geology formations, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Although adequate precautions to minimize risk will be taken, milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas, which may result in environmental pollution and consequent liability.

The Applicant’s mineral exploration activities are directed towards the search, evaluation and development of mineral deposits. There is no certainty that the expenditures to be made by the Applicant as described herein will result in discoveries of commercial quantities of ore. There is aggressive competition within the mining industry for the discovery and acquisition of properties considered to have commercial potential. The Applicant will compete with other interests, many of which have greater financial resources than it will have for the opportunity to participate in promising projects. Significant capital investment is required to achieve commercial production from successful exploration efforts.

Government Regulation

The exploration activities of the Applicant are subject to various federal, provincial and local laws governing prospecting, development, production, taxes, labour standards and occupational health, mine safety, toxic substance and other matters. Exploration activities are also subject to various federal, provincial and local laws and regulations relating to the protection of the environment. These laws mandate, among other things, the maintenance of air and water quality standards, and land reclamation. These laws also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Although the Applicant’s exploration activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail production or development. Amendments to current laws and regulations governing operations and activities of exploration, mining and milling or more stringent implementation thereof could have a substantial adverse impact on the Applicant.

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Permits and Licenses

The exploitation and development of mineral properties may require the Applicant to obtain regulatory or other permits and licenses from various governmental licensing bodies. There can be no assurance that the Applicant will be able to obtain all necessary permits and licenses that may be required to carry out exploration, development and mining operations on its properties.

Environmental Risks and Hazards

All phases of the Applicant’s mineral exploration operations are subject to environmental regulation in the various jurisdictions in which it operates. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Applicant’s operations. Environmental hazards may exist on the properties on which the Applicant holds interests which are unknown to the Applicant at present, which have been caused, by previous or existing owners or operators of the properties. The Applicant may become liable for such environmental hazards caused by previous owners and operators of the properties even where it has attempted to contractually limit its liability.

Government approvals and permits are currently, and may in the future be, required in connection with the Applicant’s operations. To the extent such approvals are required and not obtained; the Applicant may be curtailed or prohibited from proceeding with planned exploration or development of mineral properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Applicant and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

Production of mineral properties may involve the use of dangerous and hazardous substances such as sodium cyanide. While all steps will be taken to prevent discharges of pollutants into the ground water the environment, the Applicant may become subject to liability for hazards that cannot be insured against.

Commodity Prices

The profitability of mining operations is significantly affected by changes in the market price of gold and other minerals. The level of interest rates, the rate of inflation, world supply of these minerals and stability of exchange rates can all cause significant fluctuations in base metal prices. Such external economic factors are in turn influenced by changes in international investment patterns and monetary systems and political developments. The price of gold and other minerals has fluctuated widely in recent years, and future serious price declines could cause continued commercial production to be impracticable. Depending on the price of gold and other minerals, cash flow from mining operations may not be sufficient. Any figures for reserves presented by the Applicant will be estimates and no assurance can be given that the anticipated tonnages and grades will be achieved or that the indicated level of recovery will be realized. Market fluctuations and the price of gold and other minerals may render reserves uneconomical. Moreover, short-term operating factors relating to the reserves, such as the need for orderly development of the ore bodies or the processing of new or different grades of ore, may cause a mining operation to be unprofitable in any particular accounting period.

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Uninsured Risks

The Applicant carries insurance to protect against certain risks in such amounts as it considers adequate. Risks not insured against include environmental pollution or other hazards against which such corporations cannot insure or against which they may elect not to insure.

Conflicts of Interest

Certain of the directors of the Applicant also serve as directors and/or officers of other companies involved in natural resource exploration and development. Consequently, there exists the possibility for such directors to be in a position of conflict. Any decision made by such directors involving the Applicant will be made in accordance with their duties and obligations to deal fairly and in good faith with the Applicant and such other companies. In addition, such directors will declare, and refrain from voting on, any matter in which such directors may have a conflict of interest.

Land Title

Although the Applicant has obtained title opinions with respect to certain of its properties, there may still be undetected title defects affecting such properties. Accordingly, such properties may be subject to prior unregistered liens, agreements, transfers or claims, and title may be affected by, among other things, undetected defects which could have a material adverse impact on the Applicant's operations.

Aboriginal Land Claims

No assurance can be given that aboriginal land claims will not be asserted in the future in which event the Company's operations and title to its properties may potentially be seriously adversely affected.

Political and other risks

The Company’s DorWit and Okohongo properties located in Namibia expose the Company to different considerations and other risks not typically associated with companies in Canada. Such risks are associated with the political, economic and legal environments. The Company’s results may be adversely affected by changes in the political and social conditions in Namibia and by changes in government policies with respect to laws and regulations.

Auditors, Transfer Agents and Investor Relations

The auditor of the Company is Wasserman Ramsay Chartered Accountants of Markham, Ontario.

The Transfer Agent and Registrar for the Common Shares of the Company is Computershare of Vancouver, British Columbia.

Investor relations duties are carried out by directors, officers, and employees of the Company.

Commitments and Contingencies

Except as otherwise discussed, the Company is in compliance with commitments required by contractual obligations in the normal course of business.

Forward Looking Statements

This management discussion and analysis contains certain forward-looking statements relating but not limited to the Company’s expectations, intentions, plans and beliefs. Forward-looking information can often be identified by

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forward-looking words such as “anticipate”, "believe”, “expect”, “goal”, ”plan”, “intend”, “estimate”, “may”, and “will” or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking information may include reserve and resource estimates, estimates of future production, unit costs, costs of capital projects and timing of commencement of operations, and is based on current expectations that involve a number of business risks and uncertainties. Factors that could cause actual results to differ materially from any forward-looking statement include, but are not limited to, failure to establish estimated resources and reserves, the grade and recovery of ore which is mined varying from estimates, capital and operating costs varying significantly from estimates, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and other factors. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from expected results.

Potential shareholders and prospective investors should be aware that these statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. Shareholders are cautioned not to place undue reliance on forwardlooking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific that contributes to the possibility that the predictions, forecasts, projections, and various future events will not occur. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other such factors which affect this information, except as required by law.

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