Transition Metals Corp. - Management Reports 2020

. Transition Metals Corp Management Discussion & Analysis For the Quarter Ended November 30, 2019

This Management‟s Discussion and Analysis (“MD&A”) has been prepared based on information available to Transition Metals Corp. (“we”, “our”, “us”, “Transition Metals”, “TMC”, “Transition” or the “Company”) as of November 30, 2019 unless otherwise noted. The MD&A provides a detailed analysis of the Company‟s operations for the quarter ended November 30, 2019 and should be read in conjunction with the audited financial statements and related notes for Transition Metals as at and for the year ended August 31, 2019. This MD&A was prepared as of January 27, 2020.

The financial statements and related notes of Transition Metals have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The Company‟s reporting currency is the Canadian dollar, and all monetary amounts in this MD&A are expressed in Canadian dollars unless otherwise stated.

Transition Metals is a publicly traded mineral exploration Company. The Company‟s projects and their history are disclosed in press releases, technical reports and other continuous disclosure filings which may be viewed on the internet on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com and on the Company‟s website at www.transitionmetalscorp.com.

Transition Metals Corp. (“TMC” or the “Company”) is engaged in the acquisition and exploration of mineral exploration properties in Canada and the United States. The Company‟s registered office is 100 King Street West, 1 First Canadian Place, Suite 6200, Toronto, Ontario, M5X 1B8.

INTERNAL QUALIFIED PERSON AND QUALITY CONTROL/QUALITY ASSURANCE

Greg Collins, P.Geo., Chief Operating Officer of the Company, is a Qualified Person as defined under National Instrument 43-101 and has reviewed and approved the technical information contained in this MD&A.

OVERVIEW OF THE COMPANY

Transition Metals (XTM-TSX.V) is a multi-commodity exploration company using the project-generator business model. This approach maximizes shareholder exposure to discoveries and capital gain while minimizing shareholder equity dilution by selling interest in the projects rather than ownership in the Company. The Company has established funding partnerships with a number of companies that are earning an interest in a Transition Metals property by providing a blend of cash, shares and royalties, and committing exploration expenditures to advance the projects. The Company has developed a portfolio of base and precious metals projects in Ontario, British Columbia, New Brunswick, Nova Scotia, Newfoundland & Labrador Saskatchewan with direct property ownership interest in approximately 1,0183 km² mining land and share ownership interests in partner companies.

Key projects for the Company include: the Sunday Lake PGM discovery near Thunder Bay now being advanced through a Joint Venture with Impala Platinum Holdings Limited and Implats Canada., the Janice Lake project which is being advanced under an option agreement with Forum Energy Metals Corp. (Forum) and Option Agreement with Rio Tinto Exploration Canada Inc, and the Highland Gold project in Cape Breton Nova Scotia for which the Company is seeking a joint venture partner. Key investments for the Company include the Company‟s shareholdings in: Canadian Gold Miner Corp. (CGM) a private company which is focused on advancing the South Kirkland gold project, and Sudbury Platinum Corporation (SPC) a private company which is focused on advancing the Aer-Kidd Ni-Cu-PGM project in Sudbury. In addition, the company holds shares of public companies including YSS Corp. (formerly Solo Growth Corp and Aldershot Resources Ltd.) and Forum.

The business of exploration and mining involves a high degree of risk and there can be no assurance that the Company‟s exploration programs will result in profitable mining operations. The Company‟s business is dependent upon the discovery of economically recoverable mineral deposits, securing and maintaining

title and beneficial interest in the properties, the ability to obtain the necessary financing to complete exploration, development and construction of a mine and processing facilities, obtaining certain government approvals to monetize its assets or generate profitable revenue from mining production. There can be no assurance that the Company will be able to raise sufficient funds as and when required.

The Company‟s consolidated financial statements are prepared on a going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of the Company‟s business. The application of the going concern concept is dependent on the Company‟s ability to obtain financing to continue its operations.

The Company presently has no known quantifiable mineral deposits that justify exploitation, and activities completed by the Company constitute exploratory searches for economic mineral deposits.

MINERAL PROPERTIES, ACTIVITY AND PLANS

CORPORATE ACTIVITIES

During the reporting period the Company was actively engaged in project generative research, property acquisitions and sourcing partners for its projects.

On November 14, 2019, the Company announced that it had acquired a 100% interest in the Fostung property located near the town of Espanola approximately 70 kilometres southwest of Sudbury, Ontario subject to regulatory aproval. The property hosts an historical tungsten trioxide (WO3) skarn resource that in 2007 was stated to contain an Inferred Mineral Resource of 12.4 million tonnes (Mt) grading 0.213 weight percent (“wt %”) WO3. The property was acquired by staking and 2 separate purchase and sale agreements, the CJP Purchase, consisting of a 100% interest in 16 staked mining claims for 356 hectares was secured by issuing $20,000 in cash and $20,000 in shares to the Vendor. The Vendor retains a 1% Net Smelter Return royalty (NSR) on the property with Transition retaining the right to buy back 0.5% NSR for $500,000. The Daxl purchase of a 100% interest in 3 mining claims was purchased for $5,000.

On December 20, 2019 the Company announced an over-subscribed closing resulting in the Issuance of 1,932,667 units at a price of $0.15 per unit, for proceeds of $289,900 and 994,500 flow-through common shares at a price of $0.18 per flow-through share, for proceeds of $179,010. Each unit consisted of one common share of the Corporation and one share purchase warrant. Each warrant entitles the holder to purchase one additional Common Share for a period of 24 months from closing at a price of $0.25. A finder's fee was paid in connection with the Offering that consisted of a cash fee in the aggregate amount of $21,387.60, representing an aggregate commission of 6% of the units and flow-through shares sold to investors introduced by finders. Proceeds from the placement will be used for exploration and working capital purposes. All securities issued in connection with the private placement, including any common shares issued upon the exercise of the warrants, are subject to a four month restricted resale period that expires on April 21, 2020 and applicable securities legislation hold periods outside of Canada from the closing date.

On December 23, 2019 the Company announced that it had optioned the Aylmer IOCG property, located north of Lake Wanapitei near Sudbury Ontario. The property, consisting of 43 mining claims for 1,455 hectares covers occurrences of gold and copper-bearing quartz veins associated with widespread soda alteration. Grab samples collected by the Company at outcropping exposures of quartz veining, quartz and or carbonate breccias hosting variable amounts of disseminated sulphides returned copper values ranging from <0.05 ppm Cu to 5.93% Cu representing an average of 0.4% Cu from 19 samples.

Under the terms of the option agreement, Transition has the right to earn a 100% interest in the Aylmer IOCG property by making aggregate cash payments of $100,000; aggregate share issuances worth $125,000; and incurring exploration work expenditures totalling $900,000 by October 25, 2023. If the Company exercises its option the vendors will retain a 2.0% Net Smelter Return Royalty (NSR) from any Commercial Production from the property for which Transition may purchase 1.0% of the NSR for $1,000,000 at any time.

EXPLORATION HIGHLIGHTS

On September 18, 2019, the Company released results from drilling completed in June at the Highland Gold project in Cape Breton Nova Scotia confirming strike and dip extensions to mineralization identified at Zone 6A and intersecting significant grades and thicknesses of gold at Zone 6B (located approximately 250 metres southwest of Zone 6A. Testing Zone 6B, hole 19-TMC-RC-11 intersected 9.0 metres grading 6.14 g/t Au including 2.0 metres grading 25.46 g/t Au. Zones 6A and 6B are respectively located approximately 2 kilometres east of the Main Zone where RAB drilling completed by the Company in late 2018 returned a 9.14 metre interval grading 23.22 g/t Au. Table 1 presents highlight length weighted averages compiled from one metre intervals submitted for assay from drilling completed as part of the summer 2019 RC drilling program.

Table 1.

Hole	From (m)	To (m)	Length (m)	Au (g/t)	Zone
19-TMC-RC-01	10.00	19.00	9.00	6.88	6A
including	10.00	14.00	4.00	16.44	6A
19-TMC-RC-02	3.00	4.00	1.00	0.80	6A
and	11.00	15.00	4.00	2.03	6A
including	12.00	14.00	2.00	3.57	6A
19-TMC-RC-03	5.00	7.00	2.00	1.54	6A
19-TMC-RC-04	1.00	6.00	5.00	1.61	6A
including	2.00	4.00	2.00	3.75	6A
19-TMC-RC-05		No sig. results
19-TMC-RC-06	18.00	23.00	5.00	2.61	6A
including	22.00	23.00	1.00	7.39	6A
19-TMC-RC-07	16.00	24.00	8.00	1.31	6A
including	18.00	19.00	1.00	4.92	6A
19-TMC-RC-08		No sig. results
19-TMC-RC-09	3.00	4.00	1.00	1.09	6A
19-TMC-RC-10	0.00	6.50	6.50	1.01	6B
including	0.00	1.50	1.50	3.32	6B
19-TMC-RC-11	0.00	9.00	9.00	6.14	6B
including	0.00	2.00	2.00	25.46	6B
19-TMC-RC-12		No sig. results
19-TMC-RC-13	6.00	9.00	3.00	0.90	6B
19-TMC-RC-14	13.00	19.00	6.00	6.17	6B
including	13.00	15.00	2.00	11.53	6B
19-TMC-RC-15	7.00	12.00	5.00	2.62	6B
including	11.00	12.00	1.00	4.30	6B
19-TMC-RC-16	17.00	27.00	10.00	2.58	6B
including	17.00	20.00	3.00	5.67	6B
19-TMC-RC-17		No sig. results			Other
19-TMC-RC-18		No sig. results			Other
19-TMC-RC-19		No sig. results			Other
19-TMC-RC-20		Did not reach target depth			Main

	19-TMC-RC-21	15.00	Main
	19-TMC-RC-22	Did not reach target depth	Main
	19-TMC-RC-23	Did not reach target depth	Main
	19-TMC-RC-24	No sig. results	Other
	19-TMC-RC-25	No sig. results	6C
	19-TMC-RC-26	No sig. results	6C
	19-TMC-RC-27	No sig. results	Other
	19-TMC-RC-28	No sig. results	Other
*Note:	length represents downhole interval. Insufficient information exists to estimate true thickness

On September 23, 2019, the Company announced commencement of a program of stripping and channel sampling on the Cryderman Gold property located near Shining Tree, Ontario. The property consists of mining leases covering a historical high-grade lode gold showing where grab samples collected by the Company in 2018 returned values from trace up to 34.5 g Au/t.

On October 1, 2019, the Company reported that it has received positive assay results from the first two holes drilled by Rio Tinto Exploration Canada (“RTEC”) on behalf of option partner Forum Energy Metals Corp. (TSX.V: FMC) (“Forum”) at Janice Lake. Highlights from the first two holes included: JANL0002 - 0.38% Cu and 2.1g/t Ag over 44.78 metres from 45.22 m to 90 m, including 0.71% Cu and 4.2g/t Ag over 18 metres from 72 m to 90 m. and JANL0001 – 0.18% Cu over 63 metres from 19 m to 82 m. Forum reports that copper mineralization has been significantly expanded along strike and down dip from the initial drilling success by Forum on the Jansem showing last year. On October 10, 2019 additional results including 13m of 0.95% Cu and 9.7g/t Ag within a broader 57.1 m mineralized zone grading 0.41% Cu and 4.2 g/t Ag at shallow depths were disclosed from hole JANL0005.

On October 15, 2019, the Company disclosed channel sample assay results at its 100% owned Maude Lake Ni-Cu-Co-PGM property located near Schreiber, Ontario. Results included: 2.09 % Ni, 0.64 % Cu and 0.32 g/t PGM (Pt+Pd+Au) over 4.0 metres, 2.11 % Ni, 1.30% Cu and 0.45 g/t PGM over 1.4 metres and 1.15 % Ni, 0.93% Cu and 0.49 g/t PGM over 2.0 metres.

On November 19, 2019 the Company reported additional drilling results completed by Rio Tinto Exploration Canada Inc. ("RTEC") on the Janice Lake project. Results included 18.0 metres grading 0.71% Cu, 4.2 g/t Ag in hole JANL0002 from the Jansem target area and 57.1 metres grading 0.41% Cu, 4.2 g/t Ag including 13.0 metres grading 0.95% Cu, 9.7 g/t Ag from the Janice target area.

On November 27, 2019 the Company disclosed assay results from channel sampling completed on veining exposed by trenching completed on the Cryderman Gold property near Shining Tree, Ontario. Samples of quartz vein returned up to 15.70 g/t Au over 0.5 metres along 100 metres of the newlyexposed Queen Elizabeth Vein. Sampling of peripheral zones of alteration and quartz stringers returned up to 3.44 g/t Au over 1.63 metres and two additional undocumented veins located to the north of a historical shaft were identified returning up to 3.05 g/t Au over 0.88 metres and 4.11 g/t Au over 0.61 metres.

On December 3, 2019 the Company disclosed more results from RTEC‟s drilling activities at Janice Lake including a new intersection returning 1.09% Cu over 9.1 Metres and 1.32% Cu over 5 Metres Within 51.8 Metres Grading 0.57% Cu. Forum has reported the intersection of multiple, thick, flat lying chalcocite mineralized horizons at each of the Jansem and Janice target areas, confirming and extending copper mineralization at the Jansem and Janice targets.

Canadian Gold Miner Corp.

On January 9, 2019, Canadian Gold Miner announced the discovery of a new gold zone dubbed “Behold Zone” located approximately 10 km south of Kirkland Lake, Ontario. The zone is located near the northwest edge of a recently identified 800 metre long, Induced Polarization (IP) chargeability and resistivity anomaly occurring within a favourable structure and alteration corridor that the Company has

been able to trace for more than 1.5 km along strike. Channel sampling at the Behold Zone conducted in late 2018 returned assays ranging from nil to 8.6 g/t Au over 0.30 metres and 5.42 g/t Au over 0.67 metres from select channel samples.

SPC Metals (a division of Sudbury Platinum Corporation).

On December 12, 2019 the Company announced that SPC had entered into a definitive arms length amalgamation agreement dated November 18, 2019 (the "Agreement") with Edison Cobalt Corp (TSXV: "EDDY"). The contemplated transaction will result in a reverse-take over of EDDY by SPC. The resulting issuer will be renamed "SPC Metals Corp" ("SPC Metals" or the "Resulting Issuer"). It is anticipated that existing shareholders of SPC will hold approximately 77% of the Resulting Issuer prior to giving effect to a Concurrent Financing. This will result in Transition owning approximately 23% of Resulting Issuer through the conversion of its SPC shares to SPC Metals shares. Following a planned concurrent financing (target of $3.5M), Transition's ownership will be approximately 19.7%. SPC Metals intends to establish itself as an energy metals exploration company with a specific focus on nickel. Its vision is to explore and develop its existing properties and acquire additional assets within the existing nickel mining districts in Canada.

Transition Property Holdings

The Company owns properties in several jurisdictions in Canada and is currently registered to conduct business in Ontario, New Brunswick, Newfoundland, Nova Scotia, British Columbia, Saskatchewan, Nunavut, and Northwest Territories. As of November 30, 2019, Company owned or held under option an ownership interest in mining properties totaling approximately 101,757 hectares (ha) (1,018 km²) for purposes of conducting exploration and development activities. Individual projects expenditures for the period are summarized in the table at the end of this section.

Table 2. Property Summary


operty Summary
Projects	Properties as of Nov 30, 2019	Hectares Nov 30, 2019	Properties as of Aug 31, 2019	Hectares Aug 31, 2019
Thunder Bay- Ni-Cu-PGM's	660	15,095	664	15,181
Nunavut NRC Alliance	-	-	-	-
Saskatchewan Copper - Janice Lake	33	53,395	33	53,395
Abitibi Gold - Ontario	555	8,373	555	8,373
Other	504	24,895	365	21,327
Totals	1,752	101,757	1,617	98,275

The Company‟s properties have been grouped into the following major project categories based on a number of factors including geographic location, commodity focus and partnership agreements. An overview of the projects is presented below.

OVERVIEW OF PROJECTS

The Company has developed a portfolio of gold, copper, nickel and PGM projects with ownership interest in approximately 1,018 km[2] of property interest in 3 main focus areas as defined by region or partnership structure. These include: Thunder Bay Ni-Cu-PGM‟s, Saskatchewan Copper and Abitibi Gold. The Company seeks to advance exploration work in these projects by attracting funding partners through the sale of project ownership, as opposed to share capital. The Company has been successful in attracting and creating a number of key partnerships through which the Company continues to advance its interests, some of which are highlighted below.

ABITIBI GOLD, ONTARIO

Transition Metals directly holds interest in mining lands in the Abitibi Greenstone belt of Ontario totaling approximately 8,373 hectares that are considered prospective for hosting deposits of gold. Projects include: Gowganda Gold (optioned to Battery Metals), Pipestone (60% Gowest and 40% Transition Joint Venture) and Sunrise Lake (both available for option). Details of each project area are provided below.

GOWGANDA GOLD PROJECT

The Gowganda Gold Project is located adjacent to the town of Gowganda, Ontario in Nicol, Haultain, and Van Hise townships, in the Larder Lake Mining District. The center of the project is located approximately 34 kms west of Elk Lake (population 350) and 33 kms southwest of Matachewan (population 450). Following conversion from historical mining claims to new map-based mining claims under the modernized mining act in Ontario, the project now consists of 286 mining tenures totaling an estimated 4,341 hectares.

Since acquiring the property in 2010 and the subsequent discovery of multiple high grade gold occurrences over a 2 km long structural corridor, work on the property has included the completion of Induced Polarization (IP) geophysics surveys, Soil surveying, mapping, 10 mechanically stripped trenches and channel sampling leading to the completion of 21 shallow diamond drill holes for a total of 2,258m.

The claims host widespread visible gold mineralization within stockwork quartz veining in altered syenite ranging from nil to 3.5 g/t over significant widths in channel samples and drilling as well as up to 97 g/t Au over short channel widths (0.4 metres) within quartz veins (see Transition news release of September 8, 2011). Significant drill intercepts from work by Transition include 2.37 g/t Au over 7.06 metres, up to 82.5 g/t Au over 0.4 metres (see Transition Metals news release of December 1, 2011) and 1.63 g/t Au over 11.52 m (see Transition Metals news release of April 6, 2017).

In addition to the prospective gold mineralization, cobalt-silver mineralization occurs across the property within the overlying Cobalt Embayment rocks. The Big Four showing includes a series of trenches, pits, and a 7.6 m deep shaft located on the Property. Grab samples collected by the Company from the waste dump included cobaltite-rich carbonate material that returned up to 3.04% Co and 31.6 g/t Ag (see Transition Metals news release of August 21, 2018).

On March 12, 2019, the Company announced that it had executed an option and joint venture agreement with Battery Minerals Resources Limited (“Battery”) whereby Battery can earn a up to an 80% interest in the Gowganda Gold project located 75 kms southwest of Kirkland Lake. To earn a 60% interest, Battery must provide option payments totaling $600,000 over 3 years that includes a $75,000 payment upon execution of the Agreement and $25,000 that was received earlier by the Company upon execution of a binding term sheet. In addition, Battery must complete $3.4 million of exploration expenditures over 3 years including a commitment of $400,000 during the first year. Upon vesting a 60% interest, Battery may increase its interest to 80% by delivering a Feasibility Study within three years subject to certain time extension provisions. After earning its 60% or 80% interest in the Property as the case may be, a Joint Venture would be formed, with each party funding its proportionate share of future work programs or suffering dilution of interest.

PIPESTONE PROJECT – (40% TRANSITION METALS CORP)

The Pipestone Project consists of 237 converted map-based mining claims (approximately 3,363 ha) located in Wark, Prosser, Gowan, Little and Evelyn townships, Porcupine Mining District, near Timmins, Ontario. The claims were acquired to cover approximately 13 km of the interpreted strike extension of the Pipestone structure. The Pipestone structure is an under-explored gold-bearing regional fault in the Timmins Gold camp that runs sub-parallel to the Destor-Porcupine fault (>60 million oz of historic production – Ontario Geological Survey - Gold production in the Timmins Regional Resident Geologist’s District to the end of 2006) . The Destor-Porcupine fault bounds the Porcupine sedimentary basin to the south while the Pipestone fault bounds the basin to the north. Previous work has identified gold mineralization in basal till samples in the section of the fault covered by the Company‟s claims as well as in core samples located in close proximity to the property.

On April 27, 2011, the Company entered into an option and joint venture agreement ("JV") with Gowest Gold Ltd. ("Gowest") (TSX Venture: GWA). The terms of the agreement provided an option for Gowest to acquire a 60% or 75% interest in the claims owned by the Company, collectively referred to as the Pipestone Property. Gowest may earn a 60% in the Pipestone Property by making cash payments of $100,000 (received), issuing 1,000,000 (1,000,000 received) common shares of Gowest and incurring exploration expenditures of $1,000,000 by the 36-month anniversary of the agreement. Furthermore,

Gowest retains a one-time option upon vesting to increase its ownership from 60% to 75% by issuing an additional 150,000 common shares and incurring an additional $2,000,000 in exploration expenditures within 2 years. The Company disposed of all Gowest shares during the year ended August 31, 2016.

On April 25, 2016, Gowest provided notice that it had completed expenditures in excess of $1.0 million and fulfilled all share and payment requirements to vest a 60% interest in the Pipestone project. Furthermore, Gowest advised that it did not want to exercise its right to increase its interest in the property to 75% subject to the bump-up option provided for within the Agreement. As such, both parties confirm that a joint venture on the project was formed on a 60% Gowest, 40% Transition ownership basis, effective May 25, 2016. On December 19, 2016 Gowest proposed a $500,000 exploration program to the joint venture. Gowest has proposed an approximate $500,000 exploration program which includes diamond drilling in 2020. Transition has declined its right to participate in this program and as such, its interest may be diluted to approximately 30% if the programs are fully executed by Gowest.

SUNRISE LAKE PROPERTY (100% TRANSITION METALS CORP.)

The Sunrise Lake property was acquired in April, 018 and consists of 32 map staked cells for approximately 669 hectares located in Ossian and Pontiac townships of the Larder Lake Mining District to cover series of historic Au showings located along the prominent NE-SW trending Mist Lake – Misema Lake Fault within the Blake River Group of the prolific Abitibi greenstone belt. No work was completed on the property during the reporting period.

THUNDER BAY – PGM’S – SUNDAY LAKE JV

THUNDER BAY PGM PROJECTS

During the reporting period, a significant level of exploration activity occurred on the Sunday Lake project funded by Palladium producer North American Palladium (NAP) to further define the extent of high-grade sulphide PGM enriched mineralization identified on the property. On April 29, 2019, significant and encouraging drill results were disclosed by NAP which are described in greater detail below. During the reporting period some additional claims were staked to secure target areas identified near the Saturday Night Project area.

As at the end of the reporting period, the Company maintains an interest in 11 property groupings totaling 14,969 hectares consisting of the Sunday Lake (25% carried), Saturday Night (100%), Owl Lake (100%), Fraser Lake (100%), Hele (100%), Empire Lake (100%), Revell (100%), Garden Lake (100%), Nabish Lake (100%), Wagner (100%) and Maude Lake (100%). The Owl Lake and Hele projects are subject to a 1.5% NSR held by Impala Platinum Holdings Ltd (Implats). This total is 786 hectares lower than reported in Q3 to reflect a correction to the size of the Nabish lake property. The Sunday Lake is a joint venture project between the Company and Implats where North American Palladium Corp. (NAP) is currently working towards earning interest in the project from Implats.

SUNDAY LAKE

The Sunday Lake property is located in northwestern Ontario, 25 km northeast of Thunder Bay and 25 km to the west of Panoramic Resources Limited, Thunder Bay North project (formerly known as Current Lake) . The property consists of 179 converted map-based claims and optioned property totaling 3,117 ha covering a 3.5 km diameter circular magnetic anomaly associated with a large layered mafic-ultramafic intrusion. The intrusion is considered prospective for hosting platinum group metals or PGM's (platinum, palladium, and gold) as well as nickel and copper.

The Sunday Lake Property is subject to a Joint Venture agreement between the Company and Impala Platinum Holdings Limited (Implats) and Implats Canada. Under the terms of the agreement, Implats and Implats Canada hold a 75% interest in the project and Transition holds a 25% free carried interest until the completion of a Feasibility Study at which time it will hold a 25% participating interest. Once a participating Joint Venture is formed, a party‟s interest would be diluted for non-participation in any program. If either party dilutes 10% its interest would be converted to a 1.5% net smelter return royalty.

On June 21, 2017, the Company announced a definitive option agreement with joint venture partner Implats and North American Palladium Ltd. (NAP) whereby NAP has the right to acquire Implats‟ 75%

ownership in the Sunday Lake Project by completing work commitments totaling $4.5 million and making cash payments of $3.5 million over a five year period according to the following schedule:

Stage 1: NAP may acquire a 51% controlling interest in the property by completing $1.5M of exploration expenditures within a two-year period and making cash payments of $75,000 to XTM and $675,000 to Implats;
Stage 2: NAP may increase its interest from 51% to 65% by completing an additional $2.5M of exploration expenditures within a subsequent two-year period and making further cash payments of $125,000 to XTM and $1.125M to Implats; and
Stage 3: NAP may further increase its interest from 65% to 75% by completing an additional $0.5M of exploration expenditures within a one-year period and making final cash payments of $150,000 to XTM and $1,350,000 to Implats.

To date a total of 22,515m have been completed on the property targeting sulphide mineralization associated with the basal Marginal Zone. Highlights of the drilling include:

Table 3: Selected assay results from the previous Sunday Lake drill programs.

Hole	From	To	Length	3Eg/t	Ptg/t	Pdg/t	Aug/t	Cu %	Ni %	Ref
SL-13-002	395.00	415.20	20.20	3.22	2.11	0.95	0.16	0.26	0.11	1
incl.	410.00	413.00	3.00	3.31	1.73	1.43	0.15	0.86	0.24
SL-15-013	849.70	892.60	42.90	3.43	1.92	1.4	0.11	0.44	0.17	2
incl.	871.40	881.50	10.10	5.62	3.18	2.28	0.16	0.71	0.28
SL-17-018B	684.50	703.15	18.65	4.05	2.43	1.49	0.13	0.48	0.17	3
incl.	692.25	697.15	4.90	6.16	3.89	2.07	0.20	0.64	0.24
SL-18-021	875.05	898.35	23.30	5.43	3.34	1.83	0.26	0.60	0.21	3
incl.	890.85	897.35	6.50	8.34	5.17	2.62	0.55	1.08	0.36
SL-18-022	1056.00	1066.90	10.90	4.98	3.08	1.65	0.25	0.51	0.14	3
incl.	1061.00	1066.90	5.90	6.87	4.3	2.22	0.35	0.67	0.16

For the period spanning February 2019 to April 2019, NAP disclosed that it had completed a total of 7,300m in six holes on the Sunday Lake Project. Results from the six holes were disclosed by the Company on April 29, 2019 and are summarized below in Table 3.

Hole #	From (m)	To (m)	Length (m)	Pt g/t	Pd g/t	Au g/t	Cu wt%	Ni wt%	3E g/t
SL-19-025	1013.00	1027.80	14.80	1.33	0.90	0.10	0.29	0.10	2.33
including	1020.00	1022.30	2.30	2.47	1.48	0.16	0.48	0.15	4.11
and	1026.20	1027.80	1.60	2.95	1.93	0.30	0.70	0.06	5.18
SL-19-026	1392.00	1433.20	41.20	3.22	2.08	0.21	0.57	0.19	5.51
including	1417.40	1433.20	15.80	5.42	3.35	0.34	0.88	0.24	9.11
with	1418.85	1427.15	8.30	7.67	4.97	0.42	1.23	0.32	13.06
and	1425.24	1427.15	1.91	9.29	7.12	0.58	1.56	0.36	16.98
and	1425.24	1425.90	0.66	9.90	9.30	0.63	1.66	0.42	19.80
SL-19-027	857.00	875.55	18.55	0.36	0.21	0.04	0.11	0.06	0.61
SL-19-028		Drilled in t	he footwall and did not		encounter the Sunday Lake intrusion
SL-19-029	1405.00	1466.00	61.00	1.20	0.80	0.15	0.22	0.15	2.20
including	1433.00	1465.00	32.00	1.90	1.20	0.23	0.33	0.18	3.35
including	1443.00	1449.00	6.00	2.90	1.90	0.34	0.55	0.28	5.15
and	1454.00	1465.00	11.00	2.70	1.70	0.30	0.46	0.18	4.75
including	1455.46	1463.63	8.17	3.20	2.00	0.33	0.51	0.20	5.44
and	1461.00	1463.00	2.00	3.50	2.20	0.35	0.64	0.19	5.97
SL-19-030	1067.39	1088.00	20.61	1.04	0.76	0.07	0.33	0.11	1.87
including	1067.39	1079.00	11.61	0.79	0.59	0.06	0.18	0.10	1.45
and	1082.5	1088.00	5.50	2.05	1.50	0.12	0.83	0.17	3.67

Note: Reported interval length are estimated as being between 80% and 90% of true width of the intersected sulphide mineralization.

During the reporting period NAP completed a plan of arrangement under the Canada Business Corporations Act with Impala Platinum Holdings Limited (“Implats”). Pursuant to the Arrangement, Implats has acquired 100% of the outstanding common shares of the Company for a total cash consideration of approximately C$1.0 billion and forming a new company called Impala Canada Ltd. As at the date of this report Impala Canada has assumed all rights and operating agreements held by NAP including its option on the Sunday Lake project. All claims and optioned properties associated with the Sunday Lake project remain in good standing.

SATURDAY NIGHT

In April 2015, the Company staked a magnetic target comparable to other „Early Rift‟ intrusions in this area located approximately 16 km west of its Sunday Lake discovery near Thunder Bay, Ontario. A new target, named “Saturday Night”, was highlighted by an airborne survey recently flown by the Ontario Geological Survey (OGS).

In November 2016, the Company completed one drill hole to test targets defined by the summer geophysical program. On January 23, 2017, the Company announced that it had intersected a platinum group element enriched mid-continental rift intrusion. Assays returned 6.25 metres averaging 1.07 g/t PGM‟s including a higher-grade section of 4.0 g/t PGM and 0.56% Cu over a core length of 0.30 metres near the interpreted base of a greater than 200 metre thick sequence of early-rift intrusive rocks.

In December 2018, the Company covered the property with an AMT/MT ground geophysical survey, similar to the approach taken by NAP at the nearby Sunday Lake project, to better define the extent and morphology of the Saturday Night intrusion. On May 6, 2019, the Company announced the staking of an additional 235 hectares expanding its 100% owned land holdings to 1,414 hectares.

MAUDE LAKE

On December 3, 2018, the Company entered into an option agreement to acquire a 100% interest in the Maude Lake Ni-Cu-Co-PGM property located near Schreiber, Ontario. The property, approximately 15 km² in size covers a known high-grade magmatic Ni-Cu-Co-PGM showing where grab samples collected by Novawest Resources Inc. in 2002 were reported to have returned values of up to 6.23 % Ni and up to 2.48 % Cu. Base metal sulphides occur as massive to vein-like and net-textured aggregates along the contact between a mafic-ultramafic intrusion to the south and granite to the north. The property also hosts a Cu-Zn-Ag surface showing measuring 120m by 180 m that returned historic assays including 14.3 m @ 1.06% Cu (channel sample).

Pursuant to the terms of the option agreement, Transition retains the right and option to earn a 100% interest in the property by issuing $25,000 in cash (paid) and $25,000 in shares (issued) to the Vendor over a 6-month period. If the Company vests its interest, the Vendor would retain a 2% Net Smelter Return royalty (NSR) with Transition retaining the right to buy back 1.5% NSR for $2.0 million.

The Company is considering completing additional sampling and conducting geophysical surveys on the property.

EVA KITTO

During the reporting period the last 4 minining tenures associated with this claim grouping were allowed to lapse.

EMPIRE LAKE (V-Fe-Ti)

The Empire Lake property consists of 95 mining tenures for approximately 2,005 hectares located in the Empire Lake Area of the Thunder Bay Mining District to cover a large (4 by 12 km) regional magnetic anomaly associated with an under-explored mafic intrusion containing widespread V-Fe-Ti mineralization. Previous work on the property has included preliminary mapping and sampling programs to determine the grade and extent of the main vanadium-bearing magnetite zone. Mapping outlined a zone extending for up 1.8 km in strike length with a width that varied between 50 to 170 metres. Grab and channel samples returned values of up to 0.63 wt % V2O5, 5.84 weight % TiO2 and 65.1 wt % Fe2O3. No work was completed on the property during the reporting period.

REVELL (Ni-Cu-PGM)

The Revell property consists of 68 map staked cells for approximately 3,120 hectares located in Revell and Hyndman townships of the Kenora Mining District to cover series of historic Ni-Cu-PGM showings around the margin of the Revell Batholith. Mineralization occurs as Ni-Cu-PGM bearing disseminated sulphides hosted within a marginal dioritic phase of the Revell Batholith. Historic drilling completed on the Pidgeon showing in 1967 encountered two shallow zones of Ni-Cu mineralization returning values of 10 feet @ 0.64% Ni, 0.77% Cu and 12 feet @ 0.68% Ni, 0.90% Cu all above 100 feet (30.48 m) vertical. No PGM or Co values were reported with the drilling, although a grab sample collected by Inco at the Pidgeon showing was reported to contain 1.28g/t Pt+Pd+Au. Assay values from prospecting samples collected on the Revell property obtained during the reporting period while locating and re-sampling historical showings returned up to 0.64% Cu, 0.11% Ni and 1.0 g/t Pt+Pd+Au at the Tache West showing and up to 0.29% Cu, 0.14% Ni and 0.44 g/t Pt+Pd+Au from grab samples at the Tache East showing.

GARDEN LAKE (Ni-Cu-PGM)

The Garden Lake property consists of 9 map staked cells for approximately 188 hectares located in the Garden Lake Area of the Thunder Bay Mining District to cover an isolated mafic-ultramafic intrusion within the Garden Lake greenstone belt that may be related to Proterozoic Midcontinental Rift (MCR) event and therefore prospective for PGM-Cu-Ni mineralization. During the reporting period some work was done to review the geochemical characteristics of this intrusion.

NUNAVUT - GOLD, BASE METALS AND DIAMONDS – NRC ALLIANCE

NUNAVUT RESOURCES CORP ALLIANCE

On March 5, 2012, the Company and Nunavut Resources Corp (NRC) executed a strategic alliance agreement (“Alliance”) to jointly generate and explore mineral properties in the Kitikmeot Region of Nunavut. During the term of the Alliance, approximately 76,956 hectares of mineral rights were secured.

On August 12, 2019, the NRC Alliance was formally terminated and all projects generated under the Alliance were assigned to West Kitikmeot Gold, a private subsidiary of Nunavut Resources Corporation. Transition‟s wholly owned subsidiary, HTX converted its interest in the projects for 1,000,000 shares of WKG that represents 10% of the seed shares of WKG.

SEDIMENTARY COPPER - SASKATCHEWAN

JANICE LAKE PROPERTY

The property is located approximately 50 kilometers southeast of Key Lake and 190 kilometers north of La Ronge, in north-central Saskatchewan. The property is located within the Wollaston Domain, a Proterozoic-aged, northeast trending package of tightly folded amphibolite grade metasediments. The area was highlighted by the Saskatchewan Geological survey in 1995 and contains the most significant concentration of sediment-hosted copper showings in the Wollaston Domain. The property has been worked periodically since the 1950s with most of the exploration work being done by Great Plains Development Co. in the 1960s and 1970s and Noranda Exploration Company Ltd. in the 1990s and by Phelps Dodge Corporation of Canada Ltd where drilling returned encouraging intercepts of copper mineralization including 0.77% Cu over 33.0 metres (hole PL93-11 – Government of Saskatchewan Assessment records) and 0.81% Cu over 17.83 metres (hole JL03-38 – Government of Saskatchewan Assessment records). The property also hosts a radioactive showing known as the Joe Uranium Occurrence. One hole drilled in the vicinity of this showing by Noranda in 1992 is reported to have intersected 0.98% U3O8 over 3.5 metres.

Since acquiring the project, Transition has conducted field work that returned grab samples containing up to 9.35% Cu and 61.7 g/t Ag, completed a Soil Gas Hydrocarbon (SGH) orientation survey and acquired 525 line km² of regional airborne geophysical data (EM, Mag, Gamma) as well as historical magnetic and Induced Polarization (“IP”) data. In 2014 the Company completed a 700 line-km versatile time domain electromagnetic (VTEM) and horizontal magnetic gradiometer airborne survey that identified extensive anomalies. Follow-up ground work identified a number of new potential targets that correlate with areas of interest identified by the magnetic and EM responses of the VTEM survey.

On February 5 2018, the Company entered into an option agreement with Forum Energy Metals Corp. (“Forum”) that provides Forum with the option to acquire a 100% interest in the Janice Lake Property. To earn 100%, Forum would be required to make cash payments of $250,000 over four years ($50,000 received), issue 8,000,000 common shares of Forum to the Company over three years and incur exploration expenditures of $250,000 in six months of the agreement. The agreement also provides for a payment to the Company of $1,000,000 on completion of a Feasibility Study and a $5,000,000 payment within twelve months of commercial production. Upon exercise of the option the property is subject to a 2% NSR to the Company of which Forum can purchase 0.75% of the NSR for $1,500,000.

On February 15, 2018, the Company announced that working together with Forum it had been able to secure an additional 15,331 hectares of claims covering extensions of the prospective copper trend identified in the Janice Lake area.

On October 10, 2018, Forum disclosed results from a four hole, 447 m diamond drill program completed on the Janice Lake sedimentary hosted copper project in Saskatchewan by option partner Forum. All four holes encountered copper mineralization within 80 metres of surface with Hole FEM-01 intersecting 19.0 m grading 1.0% Cu, including 5.7 metres of 2.18% Cu within a 50.5 metre interval grading 0.45% Cu.

On May 9, 2019 Forum announced that it had entered into a $30 million dollar option agreement with Rio Tinto Exploration Canada (RTEC) to explore the Janice Lake project. Under the terms of the Forum – RTEC agreement, RTEC will commit to spending $3 Million within 18 months on the Property with the

option to vest a 51% interest by spending $10 Million over 4 years. Upon vesting its interest, RTEC can, at its option, earn a further 29% interest (for a total 80% interest) by spending a further $20 million over 3 years.

In 2019 RTEC flew a total of 4,318 line kilometres of high resolution airborne magnetic geophysics and completed 21 diamond drill holes for a total of 5,209 metres of drilling. A complete listing of results and drill hole locations can be found on the Forum Web site at:

https://forumenergymetals.com

Highlights include:

At the Jansem Target Area:

JANL0016 intersected 51.8 metres grading 0.57% Cu and 1.50 g/t Ag (116.2 to 168.0 metres), including 9.1 metres of 1.09% Cu and 1.39 g/t Ag (118.9m to 128.0 metres) and 5.0 metres grading 1.32% Cu and 3.42 g/t Ag (139.0 to 144.0 metres). Nine holes have now delineated copper mineralization across a 650 metre long by 200 metre wide by up to 66 metre thick zone. The Jansem Target remains open along strike and at depth.

At the Janice Target Area

JANL0007 intersected 22 metres grading 0.37% Cu and 2.82 g/t Ag (185.0 to 207.0 metres). Nine holes have delineated copper mineralization over a 1.2 kilometre long by 400 metre wide area to depth of up to 57 metres. The Janice Target remains open along strike and at depth.

Subsequent to the end of the reporting period Forum announced on January 21, 2020, that construction is planned for this winter to support drilling programs in 2020 and 2021 (see Forum news release; January 21, 2020). Janice Lake is under option from Transition to Forum which subsequently optioned a portion of its potential interest to RTEC whereby RTEC can earn up to 80% interest in the project by spending $30M (see XTM news release; May 9, 2019). If Forum earns its interest in the project Transition will hold a 2% Net Smelter Return royalty and will be eligible for $6M in milestone payments downstream (see XTM news release of February 6, 2018).

WOLLASTON COPPER

On May 22, 2019, the Company announced that it had staked approximately 15,144 hectares in the Wollaston Basin Copper Belt, northern Saskatchewan. The Fannon and Porcupine properties (now collectively referred to as the Wollaston Copper project) are located approximately 100 kilometres south of Key Lake and about 30 kilometres southwest along trend with the company‟s Janice Lake Property currently under option from the Company to Forum Energy Metals and to Rio Tinto Exploration Canada (RTEC). The new claims were staked to cover known copper showings and on-strike equivalents that are interpreted to have potential to host sedimentary-hosted copper mineralization similar to that at Janice Lake. The property is located within the Wollaston Domain, a Proterozoic-aged, northeast trending package of tightly folded amphibolite grade metasediments.

The Fannon occurrence area is reported to host mineralization consisting of chalcocite in fractures and parallel to the foliations, minor chalcopyrite in fractures, pyrite and pyrrhotite as minor disseminations, and locally minor molybdenite. malachite, chalcocite, covellite, chrysocola, and azurite are common in fractures. Grab samples collected by the Saskatchewan Geological Survey from trench 2 averaged 0.24% Cu over 12.8 metres, and historical drill assays from FN-94-1 returned between 0.33% Cu and 0.74% Cu over widths of 0.5 to 1.5 m.. The Tosi Cu Showing mineralization consists of shear-hosted disseminations, blebs, stringers, and veinlets of up to 5% pyrite-chalcopyrite-bornite (or chalcocite) within graphitic quartzite and intercalated garnetiferous graphitic pelitic gneisses over a 1 to 2 meters wide by 12 metre long area. Grab samples reported by the Saskatchewan Geological Survey returned from 1.73 to 4.52 % Cu, 0.17 to 0.42 oz Ag/t, and 0.01 to 0.03 oz Au/t.

HIGHLAND GOLD - GOLD – CAPE BRETON, NOVA SCOTIA

On August 20, 2018, the Company announced that it had entered into an option agreement to acquire a 100% interest in the >45 km[2] Highland Gold property located in the Cape Breton Highlands of Nova Scotia and announced work plans for the fall of 2018 that included till and soil sampling, a high resolution airborne magnetic/conductivity survey, and drilling. The Highland Gold property covers an extensive cluster of high grade gold occurrences that have seen very limited exploration. Under the terms of the option agreement, Transition retains the right and option to earn a 100% interest in the property by completing $1.5 million of expenditures and issuing $170,000 in cash and $175,000 in shares to the Vendor over a 5-year period. If the Company vests its interest, the Vendor would retain a 2% Net Smelter Return royalty (NSR) with Transition retaining the right to buy back 1% NSR for $1.25 million.

On September 27, 2018, the Company announced that it had staked additional claims and initiated a high resolution airborne geophysical survey over its Highland Gold property located in the Cape Breton Highlands of Nova Scotia to assist with targeting in preparation for a program of reverse circulation (RC) drilling.

On November 10, 2018, the Company announced that it had initiated a program reverse air blast (RAB) drilling on the Highland project to test targets highlighted from mapping, sampling and airborne geophysical surveys completed earlier in the fall.

On January 14, 2019, the Company announced that this drilling had intersected 9.14 metres grading 23.22 g/t au including 3.05 metres grading 49.54 g/t Au. Table 5 presents a summary of drilling results obtained from this program.

On June 5, 2019 the Company announced that it had resumed exploration drilling on the property with plans to complete approximate 1,000 metres of percussion Reverse Circulation (RC) drilling to test a cluster of high-grade showings within a roughly 5 square kilometer portion of the property to follow up on targets highlighted by previous work.

On September 18, 2019, the Company disclosed assay results from this program completed by a mobile skidder mounted percussion RC rig capable of penetrating between 70-100 feet (30 metres) into bedrock drilling vertically.

The results from this program confirmed strike and dip extensions to mineralization identified at Zone 6A and indicate significant grades and thicknesses of gold at Zone 6B which is located approximately 250 metres southwest of Zone 6A. Testing Zone 6B, hole 19-TMC-RC-11 intersected 9.0 metres grading 6.14 g/t Au including 2.0 metres grading 25.46 g/t Au. Zones 6A and 6B are respectively located approximately 2 kilometres east of Main Zone where RAB drilling completed by the Company in late 2018 returned a 9.14 metre interval grading 23.22 g/t Au. In total 28 holes for 568 metres were completed in May and June of 2019 the results of which are summarized in Table 1 below.

Table 1: Highlight Results from Drilling at Highland Gold

Hole	From (m)	To (m)	Length (m)	Au (g/t)	Zone
19-TMC-RC-01	10.00	19.00	9.00	6.88	6A
including	10.00	14.00	4.00	16.44	6A
19-TMC-RC-02	3.00	4.00	1.00	0.80	6A
and	11.00	15.00	4.00	2.03	6A
including	12.00	14.00	2.00	3.57	6A
19-TMC-RC-03	5.00	7.00	2.00	1.54	6A
19-TMC-RC-04	1.00	6.00	5.00	1.61	6A
including	2.00	4.00	2.00	3.75	6A
19-TMC-RC-05		No sig. results
19-TMC-RC-06	18.00	23.00	5.00	2.61	6A
including	22.00	23.00	1.00	7.39	6A
19-TMC-RC-07	16.00	24.00	8.00	1.31	6A
including	18.00	19.00	1.00	4.92	6A
19-TMC-RC-08		No sig. results
19-TMC-RC-09	3.00	4.00	1.00	1.09	6A
19-TMC-RC-10	0.00	6.50	6.50	1.01	6B
including	0.00	1.50	1.50	3.32	6B
19-TMC-RC-11	0.00	9.00	9.00	6.14	6B
including	0.00	2.00	2.00	25.46	6B
19-TMC-RC-12		No sig. results
19-TMC-RC-13	6.00	9.00	3.00	0.90	6B
19-TMC-RC-14	13.00	19.00	6.00	6.17	6B
including	13.00	15.00	2.00	11.53	6B
19-TMC-RC-15	7.00	12.00	5.00	2.62	6B
including	11.00	12.00	1.00	4.30	6B
19-TMC-RC-16	17.00	27.00	10.00	2.58	6B
including	17.00	20.00	3.00	5.67	6B
19-TMC-RC-17		No sig. results			Other
19-TMC-RC-18		No sig. results			Other
19-TMC-RC-19		No sig. results			Other
19-TMC-RC-20		Did not reach target depth			Main
19-TMC-RC-21	14.00	15.00	1.00	1.97	Main
19-TMC-RC-22		Did not reach target depth			Main
19-TMC-RC-23		Did not reach target depth			Main
19-TMC-RC-24		No sig. results			Other
19-TMC-RC-25		No sig. results			6C
19-TMC-RC-26		No sig. results			6C
19-TMC-RC-27		No sig. results			Other
19-TMC-RC-28		No sig. results			Other

OTHER PROJECTS

DUNDONALD PROPERTY (NI-CU-PGM’s and CU-ZN)

The Dundonald property near Timmins consists of approximately 950 hectares of freehold patents, mining leases and claims and hosts an inferred resource totaling 116,000 tonnes grading 3.16% nickel⁵ (First Nickel Inc.; NI 43-101 Report, 2009) which remains open at depth. The Company cautions reader that it has not done sufficient work to confirm this historical resource and it should not be relied upon. Nickel mineralization is associated with a similar depositional setting to the recently discovered Grasset Nickel deposit in Quebec. The Dundonald property also hosts a copper-zinc occurrence known as the Terminus zone. Drilling by Falconbridge in the 1990‟s on the Terminus Zone is reported to have intersected a 10.1 m core length of 1.37% Cu, 7.53% Zn, 0.13% Co, 1.1 g/t Au, and 2.9 g/t Ag.

On August 27, 2018, the Company announced that it had signed a binding Letter of Intent with VaniCom Limited of Perth, Western Australia for the sale of a 100% interest in the Dundonald Nickel Project located near Iroquois Falls, Ontario. The purchase terms include a payment of $50,000 by Vanicom to the Company on signing the Binding Letter of Intent (received) with a further payment of $100,000 (received) to the Company in cash on closing of the definitive Purchase Agreement. In addition, Vanicom issued to the Company Vanicom shares with a value of $350,000. Transition will receive a 2.5% Net Smelter Return Royalty on any future production from the Property. The Letter of Intent also includes a requirement that Vanicom incur expenditures of at least $750,000 on exploration and development on the Property over a 36-month period or at its option, Transition can purchase back the property for one dollar. On April 15, 2019, the Company announced that it had closed the purchase and sale agreement.

On August 2, 2019, Vanicon converted its shares to Legendary Ore Mining Corporation (Legendary”) on the basis of 1 Legendary share for each 1.14 Vanicom shares held). Subsequently, Legendary completed a reverse take-over of Lakefield Marketing Corp which was renamed Class 1 Nickel and Technologies Inc. (“Class 1”) on a basis of 1 Legendary shares for 1 Class 1 share.

Subsequent to August 31, 2019 the Company received 1,529,720 Class 1 shares. These shares currently do not trade on a prescribed stock market.

BANCROFT (NI-CU-PGM’s)

The Bancroft project consists of approximately 2,621 hectares of mining claims located in the Southern Mining district near Bancroft, Ontario. In 2009 First Nickel announced the discovery of a new zone of PGM mineralization at Raglan Hills upon intersecting 5.05 metres grading 0.762 g/t Pt and 1.216 g/t Pd.

HOMATHKO PROPERTY – GOLD – BRITISH COLUMBIA

The Homathko Property consists of 3 claims totaling 202 hectares located in the Caribou Regional District, British Columbia, approximately 200 km west of Williams Lake in the western portion of the Chilcotin region. The properties were staked to secure a land package around a high grade gold showing discovered by Falconbridge in the 1960‟s which returned assays up to 342 g/t Au.

DOHERTY LAKE PROPERTY – GOLD AND BASE METALS - ONTARIO

The Doherty Lake Property consists of 48 converted map-based mining claims for 1,056 hectareslocated in central Demorest Township, Sudbury Mining District, Ontario. The property is located approximately 65 km northeast of the town of Capreol. The property hosts occurrences of elevated Au-Ag-Cu-Pb mineralization associated with a flat lying shear zone occurring within a Nipissing Gabbro sill. The Company owns a 100% interest in the property subject to a 1% NSR, which can be purchased at any time for $500,000.

NORTH VERMILION – SUDBURY BASIN VMS CU-ZN - ONTARIO

During the reporting period, this property was allowed to lapse.

BASS LAKE – GOLD - ONTARIO

The mining rights only of three patents located on the south shore of Bass Lake totaling 48 hectares are 100% owned by Transition Metals. The property is known to host a gold occurrence described as gold mineralization in a quartz carbonate stockwork developed in brecciated and albitized Huronian sediments located approximately 4 kms north of the past producing McMillan gold mine in Mongowin Township.

PORTERVILLE AND LEWISPORTE – GOLD – NEWFOUNDLAND

The Porterville Property consists of 19 staked claims (475 hectares) acquired during the reporting period in the Exploits Subzone of the Dunnage Zone along the south shore of the Bay of Exploits, Newfoundland. The property is underlain by phases of the Thwart Island Gabbro and Porterville Gabbro which intruded the Dunnage Melange. To the south, the gabbros are in contact with mafic volcanics with minor chert and sandstone intervals. The Porterville occurrence is hosted by pyrite and arsenopyrite in strongly carbonated shears within the Porterville Gabbro where channel sampling by Inco Gold returned 0.35 metres grading 17.3 g/t Au in 1990. The Red Cliff occurrence, located 1.0 km to the south, consists of carbonatized shears hosting quartz veins where grab samples by Cornerstone Resources in 2005 returned up to 2.26 g/t Au from grab sampling.

The Lewisporte Property consists of 37 staked claims (925 hectares) located to the east of the Porterville Property extending from the Bay of Exploits south to Burnt Bay. The Crooked Line occurrence within the Lewisporte Property consists of semi-massive to massive arsenopyrite hosted by silicified fractures and shears in leucogabbro. Sampling by Cornerstone Resources in 2005 returned 6.02 g/t Au from grab samples. The Burnt Bay occurrence is hosted by sheared gabbro containing quartz veins with associated arsenopyrite and pyrite which returned up to 8.06 g/t Au.

DUNGARVON – TIN – NEW BRUNSWICK

The Dungarvon Property consists of 37 map staked units covering approximately 819 hectares located in central New Brunswick approximately 15 km northwest of the Burnthill Tungsten Mine. The property is underlain by the Dungarvon granite which is part of the Burnthill suite of high-level peraluminous, A-type post-orogenic granites. More than 10 mineralized vein sets have been identified and diamond drilling by Kidd Creek Mines in 1985 and 1989 returned 0.324% Sn over 2.38 metres (including 1.62% Sn over 0.16 metres) and 0.114% Sn over 1.15 metres in DUN89-8 from Vein 6.

NEW PROJECTS

DUNTARA COPPER - NEWFOUNDLAND

On May 28, 2019, the Company announced that it had staked a new copper property known as the Duntara Copper Property covering 2,440 hectares along the northwestern tip of the Bonavista Peninsula in Eastern Newfoundland. The new claims were staked to cover a series of known copper showings including the Blue Point Prospect where shallow drilling completed by Noranda Inc. in 2001 returned 1.0 % Cu and 12.1 g/t Ag over 14.25 metres including 1.98 % Cu and 23.10 g/t Ag over 6.0 metres. The showings occur within the Crown Hill Formation of the Neoproterozoic Musgravetown Group that has been shown to have excellent potential to host sedimentary-hosted copper mineralization.

CRYDERMAN

On April 18, 2019, the Company entered into an option agreement to acquire a 100% interest in the Cryderman Gold property located near Shining Tree, Ontario. Pursuant to the terms of the option agreement, Transition retains the right and option to earn a 100% interest in the property by issuing $10,000 in cash (paid) signing and an additional $50,000 in cash over a 3-year period and incurring work commitments of 445,000 over a 3-year. Further Transition must issue $110,000 in shares to the Vendor over a 3-year period. If the Company vests its interest, the Vendor would retain a 2% Net Smelter Return royalty (NSR) with Transition retaining the right to buy back 1.0% NSR for $1.0 million. The property consists of 6 contiguous mining leases cover a historical high-grade lode gold showing where grab samples collected by the Company in 2018 returned values from trace up to 34.5 g Au/t.

The following table lists detailed company project expenditures during the reporting period.

Interest in Exploration and Evaluation Properties
	Project Generation Expenditures	Gowganda	Janice Lake	SaturdayNight	SundayLake	Hele	Eva Kitto	Bear Lake	Highland Gold	Maude Lake	Cryderman	Duntara	Fostung	Other	Former Projects	Total
	$	$	$	$	$	$	$	$	$	$	$	$	$	$	$	$
*Acquisition costs*
Balance August 31,2018	149,231	65,268	5,236	5,176	739,319	101,880	24,873	-	13,000	-	-	-	-	116,451	2,638,047	3,858,481
Additions for theyear	1,400	-	-	-	-	-	-	-	15,000	-	-	-	-	810	-	17,210
Write down of mineral exploration property acquisition costs	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-
Recoveryof acquisition costs	-	(25,000)	-	-	-	-	-	-	-	-	-	-	-	-	-	(25,000)
Balance November 30, 2018	150,631	40,268	5,236	5,176	739,319	101,880	24,873	-	28,000	-	-	-	-	117,261	2,638,047	3,850,691

Balance August 31,2018	150,631	15,268	5,236	5,176	739,319	101,880	24,873	-	28,000	-	-	-	-	117,261	2,638,047	3,825,691
Additions for theyear	-	-	-	-	-	-	-	-	580	-	1,036	-	25,000	-	-	26,616
Write down of mineral exploration property acquisition costs	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Recoveryof acquisition costs	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Balance November 30, 2019	150,631	15,268	5,236	5,176	739,319	101,880	24,873	-	28,580	-	1,036	-	25,000	117,261	2,638,047	3,852,307
																-
*Exploration Costs*																-
Balance August 31,2018	3,217,081	485,489	348,909	132,739	1,810,141	1,080,118	48,031	-	24,821	-	-	-	-	246,213	4,220,879	11,614,421
Assays,core loggingand sampling	10,332	-	-	-	-	-	-	-	14,097	-	-	-	-	-	-	24,429
Camps,accommodations,meals,travel	2,905	-	1,738	-	-	-	-	2,000	19,393	-	-	-	-	653	-	26,689
Drillingand Trenching	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Geophysical, geochemical andgeological	39,197	-	-	-	-	-	-	1,352	92,061	-	-	-	-	3,205	-	135,815
General and Administrative	620	-	-	-	-	-	-	-	-	-	-	-	-	48	`	668
Recoveryof exploration costs	-	-	-	-	-	-	-	-	(56,879)	-	-	-	-	0	-	(56,879)
Additions for theyear	53,054	0	1,738	-	-	-	-	3,352	68,672	-	-	-	-	3,906	-	130,722
Balance November 30,2019	3,270,135	485,489	350,647	132,739	1,810,141	1,080,118	48,031	3,352	93,493	-	-	-	-	250,119	4,220,879	11,745,143

Balance August 31,2019	3,217,081	485,489	348,909	132,739	1,810,141	1,080,118	48,031	-	24,821	-	-	-	-	246,213	4,220,879	11,614,421
Assays,core loggingand sampling	1,774	-	-	-	-	-	-	-	3,103	-	12,929	-	-	-	-	17,806
Camps,accommodations,meals,travel	4,779	-	-	-	-	-	-	-	2,908	-	0	-	558	407	-	8,652
Drillingand Trenching	-		-	-	-	-	-	-	-	-	20,000	-	-	-	-	20,000
Geophysical, geochemical andgeological	27,323	630	-	-	-	-	223	-	82,328	223	11,683	6,535	4,942	2,473	-	136,360
General and Administrative	584	-	-	-	10	-	-	-	-	-	6,993	-	-	4,392	-	11,979
Recoveryof exploration costs	-	-	-	-	-	-	-	-	(20,000)	-	-	-	-	-	-	(20,000)
Additions for theperiod	34,460	630	-	-	10	-	223	-	68,339	223	51,605	6,535	5,500	7,272	-	174,797
Balance November 30,2019	3,251,541	486,119	348,909	132,739	1,810,151	1,080,118	48,254	-	93,160	223	51,605	6,535	5,500	253,485	4,220,879	11,789,218

Total additions for the period ended november 30, 2018	54,454	(25,000)	1,738	-	-	-	-	3,352	83,672	-	-	-	-	4,716	-	122,932
Total additions for the period ended November 30, 2019	34,460	630	0	-	10	-	223	-	68,919	223	52,641	6,535	30,500	7,272	-	201,413

ASSOCIATE COMPANIES

CANADIAN GOLD MINER CORP.:

The Company owns 15,000,100 common shares in Canadian Gold Miner Corp. (“CGM”) being approximately 37% of the issued and outstanding shares. CGM is a private corporation exploring for gold in the Larder Lake Mining District near Kirkland Lake. The Company has assembled an exceptional land position totaling approximately 229 km[2] around the Cadillac Larder, Lincoln-Nipissing and Ridout structures in the southwestern part of the prolific Abitibi Greenstone belt in Ontario.

The Company continues to provide shared technical and management services to CGM under a memorandum of understanding and service agreement. Subject to accounting and disclosure regulations, Transition no longer controls CGM and no longer consolidates CGM‟s financial information. Additional information regarding Canadian Gold Miner Corp. can be obtained at www.canadiangoldminer.com

SPC METALS (A DIVISION OF SUDBURY PLATINUM CORP):

The Company owns 15,000,000 common shares in Sudbury Platinum Corporation (“SPC”). During the previous year ended August 31, 2018 SPC created a new business division called SPC Metals and completed a financing for gross proceeds of $1,910,714. This financing has reduced Transition‟s ownership interest to 30%. SPC is an associated private company founded in 2013 to advance the AerKidd project. The Company continues to provide shared technical and management services to SPC under a memorandum of understanding and service agreement. Subject to accounting and disclosure regulations, Transition no longer controls SPC and no longer consolidates SPC‟s financial information. Additional financial information regarding Sudbury Platinum Corporation. can be obtained at www.sudburyplatinum.com

DISCUSSION OF OPERATIONS

SELECTED ANNUAL FINANCIAL INFORMATION

Operating expenses for the period ended November 30, 2019 were $341,868 compared to $305,123 for the period ended November 30, 2018. The difference is mainly due to a decrease in exploration and evaluation expenditures of $78,481. Exploration and evaluation recoveries totalling $20,000 (November 30, 2018 – 61,968) were lower than the comparative period which resulted in higher net exploration and evaluation expenditures. The recovery for the period was a $20,000 government refund of exploration expenditures on the Highland gold property. During the period $34,460 was spent on new project generation, $68,919 was spent on the Highland Gold property and $52,641 was spent on the Cryderman property. A breakdown of all exploration expenditures incurred by property is presented in the table above. Consulting fees were slightly higher at $44,940 for the period compared to $37,207 in 2018 due to more consulting fees not being directly attributable to individual projects. Investor relations expense decreased to $10,495 for the period as compared to $36,873 in 2018. This decrease is due to fewer trade shows and events being attended in the quarter. Professional fees decreased slightly to $28,784 as there was less legal work in the quarter as compared to the prior year‟s quarter. Office and general and rent expense remained materially unchanged. There was no share based compensation incurred in the quarter or the comparative quarter. All other operating expenses remained materially unchanged from the comparative period.

A summary of selected unaudited financial information for the past eight quarters is presented below:

Three Months Ending (Unaudited)	November 30, 2019	August 31, 2019	May 31, 2019	February 28, 2019
OperatingExpenses	9341,8680	(272,288)	(97,803)	(403,974)
Income(Loss)from Operations	(495,846)	(254,878)	(189,564)	(547,250)
NetIncome (Loss)forthe period	(495,846)	(254,878)	(189,564)	(547,250)
Income (Loss) per share – basic andfully diluted	(0.01)	(0.00)	(0.00)	(0.01)
Total Assets	5,143,160	5,505,973	5,752,429	5,955,041
Total Liabilities	361,002	227,969	269,547	282,595

Three Months Ending (Unaudited)	November 30, 2018	August 31, 2018	May 31, 2018	February 28, 2018
Operating Expenses	(305,123)	(594,470)	(339,489)	(5,152)
Income(Loss)from Operations	(730,031)	(850,218)	(419,482)	(160,574)
NetIncome (Loss)forthe year	(730,031)	(850,218)	(419,482)	(160,574)
Income (Loss) per share – basic andfully diluted	(0.02)	(0.02)	(0.01)	0.00
Total Assets	1,642,299	6,935,580	7,800,132	8,071,298
Total Liabilities	337,869	275,169	289,503	301,481

LIQUIDITY AND CAPITAL RESOURCES

As at November 30, 2019, the Company had cash balances of $329,202 compared with $594,104 as at August 31, 2019. The Company had working capital of $714,808, which management believes is sufficient to satisfy current liabilities of $361,002 as at November 30, 2019. The following financing activities were completed as follows:

(i) Period ended November 30, 2019.

There were no financing activities completed in the period.

(ii) Year ended August 31, 2019.

On October 15, 2018 the Company issued 108,775 shares at $0.138 per share (total value of $15,000) in satisfaction of an exploration property option payment see Note 11(h) to the August 31, 2019 financial statements.

On December 28, 2018, the Company completed a flow through private placement for gross proceeds of $199,985. The Company issued 1,739,000 common shares at $0.12 Share issue costs related to the offering were $10,010.

On June 28, 2019 the Company issued 127,600 shares at $0.196 per share (total value of $25,000) in satisfaction of an exploration property option payment see Note 11(j) to the August 31, 2019 financial statements.

On August 14, 2019 the Company issued 132,550 shares at $0.189 per share (total value of $25,000) in satisfaction of an exploration property option payment see Note 11(h) to the August 31, 2019 financial statements.

DISCLOSURE OF OUTSTANDING SHARE DATA (AS AT JANUARY 27, 2020)

The capital structure of Transition Metals is

	Common Shares Issued	46,542,223
	Options	2,880,000
	Warrants	1,932,667
	Fully diluted	51,354,890

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

Cash and Cash Equivalents

The Company considers all highly liquid short-term investments with maturity of three months or less to be cash equivalents. As at November 30, 2019 the Company had $329,202 in cash and cash equivalents (August 31, 2019 - $594,104)

Financial Instruments

As at November 30, 2019 the Company held 325,167 common shares (August 31, 2018: 416,667) of YSS Corp. (formerly Solo Growth Corp.) pursuant to an option agreement. The YSS shares have been valued at $0.165 per share as at November 30, 2019 (August 31, 2019 - $0.335) based on their quoted market price. The Company holds 5,400,000 common shares (August 31, 2019: 5,400,000) of Forum Energy Metals Corp. ("Forum") pursuant to an option agreement. The Forum shares have been valued at $0.075 per share as at Novmeber 30, 2019 (August 31, 2019 – $0.065) based on their quoted market price.

Unrealized gains or losses are recorded in the statement of comprehensive loss. All financial instruments are initially recognized at fair value on the balance sheet. The Company has classified each financial instrument into one of the following categories: (1) financial assets or liabilities at fair value through profit or loss (“FVTPL”), (2) loans and receivables, (3) financial assets available-for-sale, (4) financial assets held-to-maturity, and (5) other financial liabilities. Subsequent measurement of financial instruments is based on their classification.

Financial assets and liabilities at FVTPL are subsequently measured at fair value with changes in those fair values recognized in net earnings. Financial assets “available-for-sale” are subsequently measured at fair value with changes in fair value recognized in other comprehensive income (loss), net of tax.

Financial assets “held-to-maturity”, “loans and receivables”, and “other financial liabilities” are subsequently measured at amortized cost using the effective interest method.

The Company‟s financial assets and liabilities are recorded and measured as follows:

Asset or Liability	Category	Measurement
Cash	Held for trading	Fair value
Investments	Held for trading	Fair value
Accounts receivable	Loans and receivables	Amortized cost
Accounts payables & accrued liabilities Other liabilities		Amortized cost
Due to related parties	Other liabilities	Amortized cost

The Company classifies the fair value of financial instruments according to the following hierarchy based on the amount of observable inputs used to value the instrument.

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs, including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace.

Level 3 – Valuations in this level are those with inputs for the asset or liability that are not based on observable market data.

The following table illustrates the classification of the Company‟s financial instruments, measured at fair value in the statements of financial position as at November 30, 2019 and August 31, 2019 categorized into the levels of the fair value hierarchy.

	Level 1	Level 2	Level 3
		(Valuation technique	(Valuation technique
	(Quoted market	observable	non-observable
	price)	market inputs)	market inputs)
	$	$	$
Investments	459,930	-	-
GIC's	-	49,579	-
August 31,2019	459,930	49,579	-
Investment in marketable securities	490,574	-	-
GIC's	-	49,574	-
November30,2019	490,574	49,574	-

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements such as guarantee contracts, contingent interests in assets transferred to unconsolidated entities or derivative financial obligations.

RISKS AND UNCERTAINTIES

Exploration for mineral resources involves a high degree of risk. The cost of conducting programs may be substantial and the likelihood of success is difficult to assess. In addition to exploration risk, the Company is faced with a number of other risk factors. See “Risk Factors” below.

TRANSACTIONS WITH RELATED PARTIES

Related party transactions conducted in the normal course of operations are measured at the exchange value (the amount established and agreed to by the related parties). The terms and conditions of the transactions with key management personnel and their related parties were no more favourable than those available, or which might reasonably be expected to be available, to similar transactions to non-key management personnel related entities on an arm‟s length basis.

Related parties include the Board of Directors, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions. The Company entered into the following transactions with related parties:

In accordance with IAS 24, key management personnel are those 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 management of the Company for the periods ended November 30, 2019 and 2018 was as follows:

Short term benefits Share based payments	2019 2018 $ $
	68,042 78,788 - -
	68,042 78,788

Short term benefits are included in: consultant fees and exploration and evaluation expenditures. Included in accounts payable and accrued liabilities as at November 30, 2019, is $79,973 (August 31, 2019 - $41,111) owing to officers and management of TMC. The amounts are unsecured, non-interest bearing, and are due on demand.

Included in amounts receivable as at November 30, 2019 is $84,016 (August 31, 2019 - $45,681) due from SPC and CGM in total. These amounts are unsecured, non-interest bearing and due on demand. Additionaly see also Notes 6, 7 and 9(c).to the November 302019 consolidated financial statements.

COMMITMENTS AND CONTINGENCIES

Environmental Contingencies

The Company‟s exploration activities are subject to various federal, state, provincial, and international laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

Flow-through Expenditures

The Company has indemnified the subscribers for any tax related amounts that become payable by the subscriber as a result of the Companies not meeting their expenditure commitments. As at November 30, 2019, there was no commitment to spend flow-through funds.

RISKS FACTORS

The operations of the Company are speculative due to the high-risk nature of its business, which are the acquisition, financing, exploration and development of mining properties. These risk factors could materially affect the Company‟s future operating results and could cause actual events to differ materially from those described in forward–looking information relating to the Company.

Liquidity Concerns and Future Financings

The Company will require significant capital and operating expenditures in connection with the development of its properties. There can be no assurance that the Company will be successful in obtaining required financing as and when needed. Volatile markets may make it difficult or impossible for the Company to obtain debt financing or equity financing on favorable terms, if at all. Failure to obtain additional financing on a timely basis may cause the Company to postpone or slow down its development plans, forfeit rights in some or all of its properties or reduce or terminate some or all of its activities.

Nature of Mining, Mineral Exploration and Development Projects

Mining operations generally involve a high degree of risk. The Company‟s operations are subject to the hazards and risks normally encountered in the mineral exploration, development and production, including environmental hazards, explosions, unusual or unexpected geological formations or pressures

and periodic interruptions in both production and transportation due to inclement or hazardous weather conditions. Such risks could result in damage to, or destruction of, mineral properties or producing facilities, personal injury, environmental damage, delays in mining, monetary losses and possible legal liability.

Mineral exploration is highly speculative in nature. There is no assurance that exploration efforts will be successful. Even when mineralization is discovered, it may take several years until production is possible, during which time the economic feasibility of production may change. Substantial expenditures are required to establish proven and probable mineral reserves through drilling. Because of these uncertainties, no assurance can be given that exploration programs will result in the establishment or expansion of mineral resources or mineral reserves. There is no certainty that the expenditures made by the Company towards the search and evaluation of mineral deposits will result in discoveries or development of commercial quantities of ore.

Development projects have no operating history upon which to base estimates of future cash operating costs. For development projects, reserve and resource estimates and estimates of cash operating costs are, to a large extent, based upon the interpretation of geologic data obtained from drill holes and other sampling techniques, and feasibility studies, which derive estimates of cash operating costs based upon anticipated tonnage and grades of ore to be mined and processed, ground conditions, the configuration of the ore body, expected recovery rates of minerals from the ore, estimated operating costs, anticipated climatic conditions and other factors. As a result, actual production, cash operating costs and economic returns could differ significantly from those estimated. Current market conditions are forcing many mining operations to increase capital and operating cost estimates. Indeed, there have been a number of mining operations that have ceased or been suspended or delayed because operation costs are estimated to be greater than projected prices of product. It is not unusual for new mining operations to experience problems during the start-up phase, and delays in the commencement of production often can occur.

No Revenues

To date the Company has recorded no revenues from exploration operations and the Company has not commenced commercial production or development on any property. There can be no assurance that significant losses will not occur in the near future or that the Company will be profitable in the future. The Company‟s operating expenses and capital expenditures may increase in subsequent years in relation to the engagement of consultants, personnel and equipment associated with advancing exploration, development and commercial production of the Company‟s properties. The Company expects to continue to incur losses for the foreseeable future. The development of the Company‟s properties will require the commitment of substantial resources to conduct time-consuming exploration. There can be no assurance that the Company will generate any revenues or achieve profitability.

Licenses and Permits, Laws and Regulations

The Company‟s exploration and development activities, including mine, mill, road, rail and other transportation facilities, require permits and approvals from various government authorities and are subject to extensive federal, provincial, state and local laws and regulations governing prospecting, development, production, exports, taxes, labour standards, occupational health and safety, mine safety and other matters. Such laws and regulations are subject to change, can become more stringent and compliance can therefore become more costly. In addition, the Company may be required to compensate those suffering loss or damage by reason of its activities. There can be no guarantee that Transition Metals will be able to maintain or obtain all necessary licenses, permits and approvals that may be required to explore and develop its properties, commence construction or operation of mining facilities.

Mineral Commodity Prices

The value of the Company‟s properties will be dependent upon the market price of mineral commodities. Mineral prices fluctuate widely and are affected by numerous factors beyond the control of the Company. The level of interest rates, the rate of inflation, the world supply of mineral commodities and the stability of exchange rates can all cause significant fluctuations in prices. Such external economic factors are in turn influenced by changes in international investment patterns, monetary systems and political developments.

The price of mineral commodities has fluctuated widely in recent years, and future price declines could cause commercial production to be impracticable, thereby having a material adverse effect on the Company‟s business, financial condition and result of operations.

Environmental

The Company‟s activities are subject to extensive federal, provincial state and local laws and regulations governing environmental protection and employee health and safety. Environmental legislation is evolving in a manner that is creating stricter standards, while enforcement, fines and penalties for non-compliance are also increasingly stringent. The cost of compliance with changes in governmental regulations has the potential to reduce the value of its properties. Further, any failure by the Company to comply fully with all applicable laws and regulations could have significant adverse effects on the Company, including the suspension or cessation of operations.

Title to Properties

The acquisition of title to resource properties is a very detailed and time-consuming process. The Company holds its interest in certain of its properties through mining claims. Title to, and the area of, the mining claims may be disputed. There is no guarantee that such title will not be challenged or impaired. There may be challenges to the title of the properties in which the Company may have an interest, which, if successful, could result in the loss or reduction of the Company‟s interest in the properties.

Uninsured Risks

The Company maintains insurance to cover normal business risks. In the course of exploration and development of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including explosions, rock bursts, cave-ins, fire and earthquakes may occur. It is not always possible to fully insure against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could result in significant liabilities to the Company and increase costs of projects.

Competition

Transition Metals competes with many other mining companies that have substantially greater resources than the Company. Such competition may result in the Company being unable to acquire desired properties, recruit or retain qualified employees or acquire the capital necessary to fund its operations and develop its properties. The Company‟s inability to compete with other mining companies for these resources would have a material adverse effect on the Company‟s results of operation and business.

Dependence on Outside Parties

Transition Metals has relied upon consultants, engineers and others and intends to rely on these parties for development, construction and operating expertise. Substantial expenditures are required to establish mineral reserves through drilling, to carry out environmental and social impact assessments, to develop processes to extract the commodity from the ore. If such parties‟ work is deficient or negligent or is not completed in a timely manner, it could have a material adverse effect on Transition Metals.

Conflicts of Interest

Certain of the Company‟s directors and officers serve or may agree to serve as directors or officers of other companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of Transition Metals may have a conflict of interest in negotiating and concluding terms respecting such participation.

Litigation

Transition Metals has entered into legally binding agreements with various third parties on a consulting and partnership basis. The interpretation of the rights and obligations that arise from such agreements is

open to interpretation and Transition Metals may disagree with the position taken by the various other parties resulting in a dispute that could potentially initiate litigation and cause Transition Metals to incur legal costs in the future. Given the speculative and unpredictable nature of litigation, the outcome of any such disputes could have a material adverse effect on Transition Metals.

CRITICAL ACCOUNTING ESTIMATES

The preparation of the Company‟s financial statements in conformity with International Financial Reporting Standards (IFRS) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reported period. Such estimates and assumptions affect the carrying value of assets, and impact decisions as to when exploration and development costs should be capitalized or expensed. The most significant estimates are the valuation of the interest in exploration properties and future income tax assets. The Company regularly reviews its estimates and assumption; however, actual results could differ from these estimates and these differences could be material.

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes to the Company‟s internal control over its financial reporting for the period ended November 30, 2019, which have materially affected, or are reasonably likely to materially affect, the Company‟s internal control over financial reporting.

As at November 29, 2019, the Company evaluated its disclosure controls and procedures and internal control over financial reporting. These evaluations were carried out under the supervision of the Company‟s Chief Executive Officer (CEO) and Chief Financial Officer (CFO). Based on these evaluations, the CEO and CFO concluded that the design and operation of these internal controls and procedures and internal control over financial reporting was effective.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

Except for statements of historical fact relating to Transition Metals certain information contained herein constitutes forward-looking information under Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the Company‟s proposed acquisitions and strategy, development potential and timetable of the Company‟s properties; the Company‟s ability to raise required funds; future mineral prices; mineralization projections; conclusions of economic evaluation; the timing and amount of estimated future exploration and development; costs of development; capital expenditures; success of exploration activities; mining or processing issues; currency exchange rates; government regulation of mining operations; and environmental risks. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Estimates regarding the anticipated timing, amount and cost of exploration activities are based on previous industry experience and regional political and economic stability. Capital and operating cost estimates are based on extensive research of the Company, recent estimates of exploration costs and other factors that are set out herein. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to risks related to: unexpected events and delays during exploration and development; acquisition risks; regulatory risks; revocation of government approvals; timing and availability of external financing on acceptable terms; actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of minerals; accidents, labour disputes and other risks of the mining industry. Although management of the Company has attempted to identify important factors that could cause

actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forwardlooking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.

Historical results of operations and trends that may be inferred from this MD&A may not necessarily indicate future results from current project properties. Please see Risk Factors section of this MD&A. In particular, the current state of the global securities markets may cause significant fluctuations and/or reductions in the price of the Company‟s securities and render it difficult or impossible for the Company to raise the funds necessary to continue operations.

Outlook

The Company will continue to follow the Project Generator business model which involves the acquisition and sale of the projects identified and generated by the Company. The Company intends to continue to develop and advance its portfolio projects with the objective of attracting new funding partners to further leverage the Company‟s exposure while retaining the upside value that can come from the discovery of new mineral deposits.

Partnered projects that the Company considers key to driving value into the next period include: the Highland Gold project in Nova Scotia (100% owned), the Sunday Lake PGM-Cu-Ni joint venture with Implats (under option to North American Palladium) near Thunder Bay, the Janice Lake sedimentary copper project which will be advanced by Forum Energy Metals Corp, and the development of its investment interest in gold projects in the Abitibi which are being advanced by CGM, and the Aer Kidd and Lockerby East projects being advanced by SPC in Sudbury. It is anticipated that Canadian Gold Miner and Sudbury Platinum may complete Initial Public Offerings in early 2020.

Responsibility for financial statements

The information provided in this report, including information from the related audited consolidated financial statements, is the responsibility of management. In the preparation of these statements, estimates are sometimes necessary to make a determination of future values for certain assets or liabilities. Management believes such estimates have been based on careful judgements and have been properly reflected in the financial statements.

As part of the oversight role of the Board of Directors to ensure the Company‟s disclosures contain no misrepresentations, the Audit Committee reviews the interim and annual financial statements and MD&A prepared by management, and the preparation process. The Audit Committee, once satisfied, recommends the statements and MD&A to the Board of Directors for approval. The Board as a whole considers the financial statements and MD&A before approving them for filing in the prescribed manner.

Internal controls

Management has established processes to provide them sufficient knowledge to support management representations that they have exercised reasonable diligence that (a) the audited consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the financial statements and (b) the audited consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of the date of and for the years presented by the financial statements.

In contrast to the certificate required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), the Company utilizes the Venture Issuer Basic Certificate which does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-

In particular, the certifying officers filing the Certificate are not making any representations relating to the establishment and maintenance of:
i. controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii. a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company‟s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.

Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.