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Trifecta Gold Ltd. Management Reports 2023

Feb 23, 2023

47419_rns_2023-02-23_518697eb-c362-40fb-b33e-fb8d20be9978.pdf

Management Reports

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Management’s Discussion and Analysis for the Three and Twelve Months ended December 31, 2022 (including Subsequent Events to February 23, 2023)

The following discussion and analysis of the results of operations and financial condition of Trifecta Gold Ltd. (“Trifecta” or the “Company”) for the three and twelve months ended December 31, 2022 should be read in conjunction with the Trifecta audited financial statements and related notes as at and for the years ended December 31, 2022 and December 31, 2021, which are prepared in accordance with the International Financial Reporting Standards (“IFRS”).

Management is responsible for the preparation and integrity of the financial statements, including the maintenance of appropriate information systems, procedures and internal controls. Management is also responsible for ensuring that information disclosed externally, including the financial statements and Management Discussion and Analysis (“MD&A”), is complete and reliable.

The Trifecta financial statements, MD&A and all other continuous disclosure documents are filed with Canadian securities regulators and are available for review under the Trifecta profile at www.sedar.com.

FORWARD-LOOKING STATEMENTS

Except for statements of historical fact, certain information contained herein constitutes forwardlooking statements. Forward-looking statements are usually identified by use of certain terminology, including “will”, “believes”, “may”, “expects”, “should”, “seeks”, “anticipates” or “intends” or by discussions of strategy or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results or achievements to be materially different from any future results or achievements expressed or implied by such forward-looking statements.

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

Forward-looking statements used in this MD&A are subject to various risks and uncertainties, most of which are difficult to predict and generally beyond the control of Trifecta. If risks or uncertainties materialize, or if underlying assumptions prove incorrect, the actual results may vary materially from those expected, estimated or projected. Trifecta undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. There can be no assurance that such statements will prove to be accurate, and future events and actual results could differ materially from those anticipated in such statements. Given these uncertainties, the reader of the information included herein is cautioned not to place undue reliance on such forward-looking statements.

DESCRIPTION OF BUSINESS

Trifecta is in the business of exploring for precious metals and minerals with a particular emphasis on gold and silver. It does not own interests in any producing operations. As of February 23, 2023, Trifecta had interests in four mineral exploration projects, three in the Yukon, and one in Nevada, and two royalty interests, one in British Columbia and one in the Yukon. See “Property Transactions and Exploration” for additional information.

OVERALL PERFORMANCE

As of February 23, 2023, Trifecta had no debt and sufficient working capital to cover its anticipated administration costs beyond twelve months, based largely on an increase to its working capital by private placements totaling $2,000,000 in aggregate during the 2021 year. The Company will continue to seek the funding necessary to enable it to continue as a going concern, but management cannot provide assurance that the Company will be able to raise additional debt and/or equity capital or conclude a corporate transaction. Furthermore, the Company continues to undertake cost saving measures where available.

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SELECTED ANNUAL INFORMATION

The financial information presented below has been derived from the Trifecta audited financial statements for the years ended December 31, 2022, December 31, 2021, and December 31, 2020. Copies of these financial statements were filed on SEDAR under the Trifecta profile (www.sedar.com).

December 31,
2022
December 31,
2021
December 31,
2020
Revenues Nil Nil Nil
Net Loss ($682,612) ($432,964) ($210,013)
Net Loss per Share-Basic and Diluted ($0.01) ($0.01) ($0.00)
Total Assets $4,343,606 $4,983,427 $3,157,108
Total Long-term Financial Liabilities Nil Nil Nil
Cash Dividends DeclaredperShare Nil Nil Nil

Total assets decreased from 2021 to 2022 mainly due to a decrease in current assets (namely, cash raised through private placements) as the Company continues to expend funds on working capital requirements and exploration expenditures. Further, the Company’s capitalized mineral property additions were partially offset by impairments totaling approximately $415,000 as at December 31, 2022.

SUMMARY OF QUARTERLY RESULTS

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

Period Ending Revenues Net Loss Net Loss
per Share
December 31,2022 Nil ($481,698) ($0.01)
September 30,2022 Nil ($38,519) ($0.00)
June 30,2022 Nil ($86,220) ($0.00)
March 31,2022 Nil ($76,175) ($0.00)
December 31,2021 Nil ($122,828) ($0.00)
September 30,2021 Nil ($82,729) ($0.00)
June 30,2021 Nil ($136,764) ($0.00)
March 31,2021 Nil ($90,643) ($0.00)

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RESULTS OF OPERATIONS AND FOURTH QUARTER RESULTS

Trifecta is an exploration stage company and has no operating revenues. Most of its expenditures are exploration related and are capitalized (not accounted as operating expenses).

The net loss for the three months ended December 31, 2022 compared to the net loss for the three months ended December 31, 2021 increased by approximately $359,000. This was caused, by the most part, by an increase in mineral property impairments of approximately $415,000 (from $nil in 2021 to approximately $415,000 in 2022), and an increase in administrative expenses of approximately $5,000.

This overall increase was partially offset by a decrease in management, administrative, and corporate development fees of approximately $37,000, a decrease in share-based payments expense of approximately $23,000, and an increase in interest income of approximately $7,000. All other amounts remained consistent between periods.

LIQUIDITY AND CAPITAL RESOURCES

1. Working Capital

Working capital totaled $1,030,801 as at December 31, 2022 compared to $1,776,198 as at December 31, 2021.

2. Private Placements

On June 30, 2021, the Company completed a private placement consisting of the issue of 20,000,000 units at a price of $0.10 per unit for gross proceeds of $2,000,000. Each unit is comprised of one common share and one share purchase warrant exercisable into an additional common share at an exercise price of $0.20 until June 30, 2023.

There were no private placements completed during the year ended December 31, 2022.

OFF-BALANCE SHEET ARRANGEMENTS

Trifecta does not utilize off-balance sheet arrangements.

ROYALTY INTERESTS

Trifecta currently holds a 1% net smelter return royalty (“NSR”) in all future production from the Handsome Jack property, located in British Columbia. The Handsome Jack property is owned by Strikepoint Gold Inc. (“Strikepoint”) as part of the Porter silver property. Strikepoint can at any time purchase one-half of the NSR from Trifecta for $500,000.

The Company also holds a 0.5% NSR in all future production from the Triple Crown property, located in Yukon and owned by Strategic Metals Ltd. (“Strategic”). Strategic can at any time purchase the full NSR from Trifecta for $500,000.

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TRANSACTIONS WITH RELATED PARTIES

1. Management

During the three months ended December 31, 2022, legal fees and disbursements totalling $5,940 were incurred with a personal law corporation controlled by Glenn R. Yeadon (“Yeadon”), Secretary of Trifecta, compared to $7,554 incurred with Yeadon in the three months ended December 31, 2021. During the year ended December 31, 2022, legal fees and disbursements of $21,692 were incurred with Yeadon, compared to $57,873 for the year ended December 31, 2021. The decrease was related to private placement and share issuance costs incurred in 2021.

During the three months ended December 31, 2022, $8,000 in accounting and taxation fees were incurred with Donaldson Brohman Martin, Chartered Professional Accountants (“DBM CPA”), compared to $8,000 in accounting fees incurred with DBM CPA during the three months ended December 31, 2021. During the year ended December 31, 2022, $23,750 were incurred with DBM CPA, compared to $24,750 for the year ended December 31, 2021. Quinn Martin, Trifecta’s Chief Financial Officer, is a principal of DBM CPA.

During the three months ended December 31, 2022, $8,100 in management, administrative and corporate development fees were incurred with Drechsler Consulting Ltd. (“Drechsler Consulting”), compared to $15,075 in management, administrative and corporate development fees incurred with Drechsler Consulting during the three months ended December 31, 2021. During the year ended December 31, 2022, $50,220 were incurred with Drechsler Consulting, compared to $62,595 for the year ended December 31, 2021. Richard Drechsler, Trifecta’s President and Chief Executive Officer, controls Drechsler Consulting.

2. Archer Cathro & Associates (1981) Limited (“Archer Cathro”)

During the three months ended December 31, 2022, a recovery of $5,512 in property management and administration costs were billed by Archer Cathro, compared to an amount of $17,109 billed by Archer Cathro for the three months ended December 31, 2021. The decrease was mainly related to a reduced level of exploration activity during the fourth quarter of 2022. During the year ended December 31, 2022, $240,680 was billed by Archer Cathro, compared to $229,004 during the year ended December 31, 2021. The increase was related to second quarter exploration activity at the Company’s Yuge, Eureka, and Treble Properties.

Archer Cathro is a geological consulting firm with offices in Vancouver and Squamish, British Columbia and Whitehorse, Yukon.

Archer Cathro does not: (i) own any Trifecta shares or warrants; or (ii) hold any interests or royalties relating to any of Trifecta’s mineral properties. Some of Trifecta’s mineral properties registered in the name of Archer Cathro are held by Archer Cathro as bare trustee for Trifecta under the terms of a trust indenture.

In addition to holding legal title to mineral properties for Trifecta, Archer Cathro provides the following services related to the Trifecta mineral properties: (i) mineral tenure management; (ii) the filing of annual assessment reports; and (iii) the management of land use (exploration) permits.

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Although it is anticipated that any exploration work done by Trifecta will be conducted by Archer Cathro, there is no contractual obligation that Archer Cathro be used. Management will continue to monitor Archer Cathro’s involvement with the Company’s activities and their Related Party status.

RISKS AND UNCERTAINTIES

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

(a) Future Financings

Trifecta’s continued operations are dependent upon its ability to attract project partners, complete M&As or obtain additional financing. To date, Trifecta has done so through equity financing and project sales.

Fluctuations of global equity markets can have a direct effect on the ability of exploration companies, including Trifecta, to finance project acquisition and development through the equity markets. There can be no assurance that funds from Trifecta’s properties can be generated or that financing can be obtained at a future date.

Failure to obtain additional financing on a timely basis may cause Trifecta to postpone exploration plans, abandon option agreements, sell properties and reduce operating costs.

(b) Title Risks

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

(c) Exploration and Development

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

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(d) Environmental Regulations, Permits and Licenses

Trifecta’s exploration activities are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas that would result in environmental pollution.

A violation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner that means standards are becoming stricter, and enforcement, fines and penalties for noncompliance are more stringent.

(e) Competition

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

(f) Fluctuating Metal Prices

Factors beyond the control of Trifecta have a direct effect on global metal prices, which can fluctuate widely. Consequently, the economic viability of any of Trifecta’s exploration projects and Trifecta’s ability to finance the development of its projects cannot be accurately predicted and may be adversely affected by fluctuations in metal prices.

(g) Price Volatility of Publicly Traded Securities

During recent years, global investors have shifted more attention to precious metals and metal prices have risen, however, share prices continue to be volatile. There can be no assurance that market prices for securities of mineral exploration companies will improve in the short or intermediate term.

CRITICAL ACCOUNTING ESTIMATES AND FINANCIAL INSTRUMENTS

Trifecta prepares its financial statements in conformity with IFRS. Trifecta lists its significant accounting policies and its financial instruments in Notes 2 and 11, respectively, to its annual audited financial statements for the year ended December 31, 2022. Of the accounting policies, Trifecta considers the following policy to be the most critical to the reader’s full understanding and evaluation of Trifecta’s reported financial results.

Mineral property interests

Trifecta is in the exploration stage with respect to its investments in mineral properties and accordingly follows the practice of capitalizing all costs related to the acquisition of mineral property interests and any subsequent exploration and evaluation costs until the property to which they relate is placed into production, sold, allowed to lapse or abandoned.

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Management reviews its mineral property interests at each reporting period for signs of impairment and annually after each exploration season to consider if there is impairment in value taking into consideration current year exploration results and management’s assessment of the future probability of profitable operations from the property, or likely gains from the disposition or option of the property. If a property is abandoned or inactive for a prolonged period, or considered to have no future economic potential, the acquisition and deferred exploration and evaluation costs are written-off.

MANAGEMENT AND BOARD OF DIRECTORS

On January 25, 2022, the Company appointed Rachele Gordon, CPA, CA to its board of directors.

On March 16, 2022, the Company announced the resignation of Bruce Kenway from its board of directors, and Larry Donaldson as its CFO. Quinn Martin, CPA, CA was concurrently appointed as the Company’s CFO.

There were no other changes to Trifecta management or board of directors during the year ended December 31, 2022.

INVESTOR RELATIONS

All investor relations activities are performed by Trifecta management.

PROPERTY TRANSACTIONS AND EXPLORATION

Trifecta is focused on advancing mineral exploration projects in mining friendly jurisdictions with the goal of identifying one or more precious metals resources that are of sufficient size and quality to be of interest to a major mining company.

As of February 23, 2023, Trifecta had four projects. The current focus is the Yuge gold project, which is located in Nevada and was acquired pursuant to a property purchase agreement entered into with Silver Range Resources Ltd. (“Silver Range”) on July 7, 2020. There are three other wholly owned projects, namely the Eureka, Treble and Trident.

The following are summaries of Trifecta’s current property interests.

(a) Yuge Property

The Yuge Property is a high-grade gold prospect located in Humboldt County, approximately 55 kilometres south of Denio in the Varyville Mining District of Nevada. The property covers the Columbia and Juanita Mines which produced on a small scale between 1870 and 1937. The most recent reported production was 2,350 tons of oxide ore in 1936-37 from the Columbia Mine. Documented run-of-mine sorted ore assayed greater than 34 g/t Au and reported sampling of a crown pillar returned 2.4 m @ 16.8 g/t Au including 0.6 m @ 50.7 g/t Au. Sulphide mineralization occurs at depths greater than 30 m with arsenopyrite-rich material reportedly assaying greater than 17.4 g/t Au.

On July 7, 2020, the Company entered into a Property Purchase Agreement (the “PP Agreement”) with Silver Range in respect of the Yuge Property. The PP Agreement replaced a prior Option

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Agreement in respect of the Property. Pursuant to the terms of the PP Agreement, Trifecta acquired a 100% interest in the Yuge Property by:

  • Issuing to Silver Range that number of common shares equal to 9.9% of the total number of issued and outstanding common shares of the Company immediately following the closing of a financing (issued 4,797,611 shares at a fair value of $359,821);

  • Reimbursing Silver Range for property maintenance payments, rentals and filing fees made to maintain the property in good standing until September 1, 2021 (paid, $15,734); and

  • Paying Silver Range $250,000 in cash or deemed value in shares on or before July 7, 2021 (issued 2,212,389 common shares at a fair value of $250,000).

On completion of the PP Agreement, Silver Range retained a 2% NSR from the commercial production of any mineral products on the property. The Company has the right to purchase onehalf of the NSR for $1,000,000. Additionally, Silver Range is entitled to receive a one-time cash payment of US$2 per ounce of gold or equivalent identified in NI 43-101 compliant technical report of a measured or indicated mineral resource, or proven or probable mineral reserve, as applicable, to the property.

Gold on the Yuge Property occurs with arsenopyrite in mesothermal quartz veins and adjacent wall rock.

Trifecta’s maiden RC (“Reverse Circulation”) drill program commenced mid-January and finished in February 2021. Results from the first two holes at Columbia were announced March 18, 2021. Highlights from surface samples and near surface drilling include:

  • 3.63 grams per tonne gold (g/t Au) over 15.24 m (including 15.5 g/t Au over 1.53 m and 6.38 g/t Au over 1.52 m) from hole YU-21-02;

  • 2.89 g/t Au over 9.14 m (including 6.74 g/t Au over 1.52 m) also from hole YU-21-02; and,

  • grab samples grading 57.7 g/t Au and 21.2 g/t Au from new showings.

Results from holes 3-7 were announced April 19, 2021 with broad intersections of gold mineralization encountered at all three targets, including:

  • 0.99 g/t gold over 30.48 m (including 3.4 g/t gold over 6.1 m) from hole YU-21-07 at Juanita;

  • 0.61 g/t gold over 9.14 m (including 2.48 g/t gold over 1.52 m) from hole YU-21-05 at Josie; and,

  • 0.53 g/t gold over 6.1 m from surface in hole YU-21-04 at Josie.

The Company announced the acquisition of a 100% interest in Yuge on April 22, 2021 with closing on May 4, 2021.

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Results from a trenching program were announced November 2, 2021 which included the discovery of a new zone that returned 17.7 m of 2.34 g/t gold (including 2 m of 6.49 g/t gold).

Results from the Q1 2022 RC drill program at the Yuge Property were announced April 11 and May 3, 2022. Highlights include:

  • 3.03 g/t gold over 25.91 m from 79.25 m downhole (including 13.57 g/t gold over 4.57 m) in hole YU-22-09,

  • [4.2 g/t gold over 10.67 m from 77.72 m downhole (including 13.26 g/t gold over 3.05 m) ] in hole YU-22-11, and;

  • [11.96 g/t gold over 3.05 m from 105.16 m downhole also in hole YU-22-11. ]

These results further confirm that a broad envelope of gold mineralization flanks the high-grade vein identified by historical miners at Columbia and that a second high-grade vein parallels the historical structure.

A more detailed description of the Yuge property is available on Trifecta’s website (www.trifectagold.com).

(b) Eureka and Treble Properties

By agreement dated December 9, 2016, and amended April 25, 2017 (the “Strategic Agreement”), Trifecta purchased a 100% interest in each of the Eureka, Triple Crown (formerly known as the OOO) and Treble (formerly known as the LLL) properties from Strategic. Consideration for the sale was 14,500,000 Trifecta shares at a deemed price of $0.10 per share.

By agreement dated September 16, 2019, the Company sold its Triple Crown project back to Strategic for cash consideration of $100,000. The Company retains a 0.5% NSR on the claims, which Strategic can purchase at any time for $500,000.

Eureka

Trifecta’s road accessible Eureka property is located in the legendary Klondike Goldfields, 110 km by road south of Dawson City. It lies directly on the proposed haulage road for Newmont’s recently permitted Coffee Deposit, between Klondike Gold Corp.’s Klondike project and White Gold Corp.’s Black Hills property. Eureka is underlain by metasedimentary rocks belonging to the Yukon-Tanana Terrane and has never been glaciated.

The property straddles the headwaters of Black Hills and Eureka Creeks, two of the most productive placer creeks in the southern part of the Klondike Goldfields with reported gold production totalling more than 200,000 ounces between 1978 and 2017.

There are five known mineral showings on the Eureka property, three of which are drill-ready targets, and all of which appear to host gold in a series of gently to moderately dipping breccia zones that have been partially delineated by mineralized trenches and drill holes.

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The Eureka property is favorably located but has received surprisingly little drilling and trenching considering the size and strength of its soil geochemical anomaly and the abundance of placer gold in creeks draining the property. Placer mining is ongoing in the area, and gold recovered from the upper reaches of both Eureka and Black Hills creeks is described as a mixture of coarse and fine, generally angular grains, with some grains containing inclusions of dark quartz while others are attached to larger white quartz fragments. All of these attributes suggest the gold is near source. Future work should include additional grid soil sampling followed by excavator trenching and/or track-mounted RC or rotary air blast drilling and diamond drilling.

The Company conducted a surface exploration program in Summer 2021 that was partially funded by a grant from the Yukon Government under its Yukon Mining Exploration Program (YMEP). The results from this program and the granting of a new 10-year Class 3 Land Use Approval were announced on February 24, 2022. The new approval allows for up to 100 diamond drill holes, 100 RC holes and significant trenching and road construction in order to define areas of economic mineralization on the property.

During 2022 the Company digitized historical data to create a comprehensive 3D model in anticipation of future drilling and trenching programs. Trifecta continues to seek investment and/or partnership to advance the Eureka project which is ideally located in a district active with exploration by both major and junior mining companies.

Treble

The Treble property lies in the centre of the Dawson Range Gold Belt in western Yukon, about 55 km southeast of Newmont’s Coffee deposit, near the proposed Casino Project access road and 8 km northwest of Triple Crown. The Treble property is underlain by Late Devonian to Mississippian Nasina Assemblage metasediments, which were intruded by Pelly Gneiss Suite plutons prior to regional deformation. Together, these units form the basal package that was intruded by Middle to Late Cretaceous granites and cut by Late Cretaceous to Tertiary felsic dykes belonging to the Prospector Mountain Suite. The Treble property hosts multi-element soil geochemical anomalies and vein- and breccia-style mineralization.

Pre-2017 work included prospecting, soil sampling and airborne magnetic and radiometric geophysical surveys. Trifecta’s 2017 exploration program focused on the northeastern part of the property, within and west of Anomaly A, while minor prospecting was completed within Anomaly C. The program comprised closely spaced grid soil sampling, prospecting and 31 m of hand trenching.

During June 2022 Trifecta conducted detailed mapping and prospecting within three zones of anomalous soil geochemistry on the property (Anomalies A-C). The Company was awarded a Yukon Mineral Exploration Program (YMEP) grant for Target Evaluation at the Treble project.

Anomaly A, in the eastern part of the property, is marked by elevated soil response over a 2200 m by 800 m area, up to 502 ppb gold, 810 ppm arsenic and 346 ppm copper. This anomaly coincides with a magnetic high that is spatially associated with the Casino Suite dyke. To date, limited prospecting within Anomaly A has identified a 100 by 120 m zone of breccia float which appears to be oriented sub-parallel to a geological contact between quartzite and gneiss in an area cut by a large porphyry dyke. Samples of this breccia have returned highlight gold values including 14.15 g/t and 1.125 g/t.

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Anomaly B, in the western part of the property, is underlain by Whitehorse Suite plutonic rock that has been intruded by a nearby Casino Suite dyke. The 700 m by 500 m geochemical signature for Anomaly B includes moderately to strongly anomalous gold (up to 391 ppb), copper (up to 219 ppm) and lead (up to 401 ppm).

Anomaly C, in the central part of the property, hosts a 600 m x 500 m area with elevated soil response for gold (up to 191 ppb), arsenic (up to 301 ppm) and copper (up to 95 ppm). This anomaly lies within a 3- by 4-kilometre zone of argillic alteration hosting disseminated tourmaline.

Results from 2022 exploration were announced November 21, 2022.

(c) Trident Property

By agreement dated December 8, 2016 and amended on April 27, 2017, December 3, 2020, and December 7, 2021, Trifecta entered into an option agreement with Coureur Des Bois Ltee Ltd. entitling it to acquire a 100% interest in the CH 1-182 quartz mining claims (the “CH Option”) located in the Dawson Mining District, Yukon Territory.

On December 14, 2016, Trifecta staked 195 quartz mining claims (the “wholly owned Squid claims”) in the Dawson Mining District, Yukon Territory, to cover placer drainages and to expand on the CH Option claims.

On July 6, 2017, Trifecta announced that it had added 193 contiguous Squid claims to the property. During summer 2017 Trifecta conducted road surveys, prospecting, geological mapping, soil sampling and diamond drilling at the Trident property. See Trifecta News Release dated November 13, 2017 for results.

The Trident property currently consists of the 388 wholly owned Squid claims and 182 optioned CH claims.

There have been no significant exploration programs on the property since 2017. During the year ended December 31, 2022, the Company provided a termination notice with respect to the CH Option and accordingly, recorded an impairment charge of $112,075 on these claims. Further, during the year ended December 31, 2022, the Company recorded an impairment charge of $303,117 on the Squid claims, as management has no current or future budgeted exploration programs in place.

SUBSEQUENT EVENTS

There are no reportable subsequent events.

TECHNICAL REVIEW

Historical data cited for the Yuge Property is based on reports by Homestake Mining Company, Westamerica Enterprises and Extension Energy Inc. This data has not been independently verified by Trifecta but has been checked for internal consistency and against Nevada Bureau of Mines and U.S. Bureau of Mines public domain data. Technical information disclosed in this MD&A has been reviewed by Jackson Morton, P.Geo., a geologist with Archer Cathro and a qualified person for the purposes of National Instrument 43-101.

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SHARE CAPITAL

The authorized share capital of Trifecta consists of an unlimited number of common shares. As of February 23, 2023, there were 80,099,286 issued and outstanding common shares. Stock Options

As of February 23, 2023, Trifecta had the following stock options outstanding:

Options
Exercise
outstanding
price
Expiry date
#
$ 2,325,000
0.08
November 17, 2025
400,000
0.10
July 6, 2026
250,000
0.08
January 25, 2027
250,000
0.08
March 16,2027
3,225,000
0.14
Warrants
As of February 23, 2023, Trifecta had the following warrants outstanding:
Options
Exercise
outstanding
price
Expiry date
#
$ 2,325,000
0.08
November 17, 2025
400,000
0.10
July 6, 2026
250,000
0.08
January 25, 2027
250,000
0.08
March 16,2027
3,225,000
0.14
Warrants
As of February 23, 2023, Trifecta had the following warrants outstanding:
(1) Warrants
Exercise
Weighted average
outstanding
price
remaining life
Expiry date
#
$ (years)
20,000,000
0.20
0.50
June 30, 2023
397,600
0.10
0.50
June 30,2023
20,397,600
0.20

(1) Exercisable into units comprising one common share and one share purchase w arrant.

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TRIFECTA GOLD LTD. 510 – 1100 Melville Street Vancouver, B.C. V6E 4A6 Tel: 604-687-2522 Web Site: www.trifectagold.com

CORPORATE INFORMATION

Richard M. Drechsler, Squamish, B.C.

President and Chief Executive Officer, Director

Quinn L. Martin, Port Moody, B.C. Glenn R. Yeadon, Vancouver, B.C.

Chief Financial Officer Secretary

Graham N. Downs, Squamish, B.C. Rosie Moore, Park City, Utah Bradley J. Shisler, Dallas, Texas Rachele Gordon, Vancouver, B.C.

Independent Director Independent Director Independent Director Independent Director

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

Transfer Agent Computershare Investor Services Inc. 2nd Floor - 510 Burrard Vancouver, B.C. V6C 3B9

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

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