Volt Carbon Technologies Inc. - Management Reports 2020

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FORM 51-102F1 SAINT JEAN CARBON INC. MANAGEMENT DISCUSSION & ANALYSIS

For the quarter ended October 31, 2019

This Management Discussion and Analysis (“MD&A) was prepared February 28, 2020.

This MD&A of the results of operations and the financial condition of Saint Jean Carbon Inc. (“St. Jean” or the “Company”) supplements but does not form part of the audited financial statements and accompanying notes of the Company for the year ended October 31, 2019. Consequently, the following discussion and analysis of the financial condition and results of operations of Saint Jean Carbon Inc. should be read in conjunction with the audited financial statements for the year ended October 31, 2019.

This MD&A contains certain forward-looking information. All information, other than historical facts included herein, including without limitation data regarding potential mineralization, exploration results and future plans and objectives of St. Jean is forward-looking information that involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate and actual results and future events could differ materially from those anticipated in the forward-looking information made as of the date of this MD&A.

With respect to timely disclosure by St. Jean of data and information in general, and especially in the MD&A, materiality and material information is considered by the Company as something that would be likely to affect the Company’s share price or influence an investor’s decision whether or not to buy, sell, or hold shares once it becomes known to the public.

Additional information can be found on St. Jean on the SEDAR website (www.sedar.com) and on the Company’s website (www.saintjeancarbon.com).

GOING CONCERN

These financial statements have been prepared on a going-concern basis which assumes that the Company will be able to realize assets and discharge liabilities in the normal course of business for the foreseeable future. Accordingly, it does not give effect to adjustments, if any, that would be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize its assets and

liquidate its liabilities in other than normal course of business and at amounts which may differ from those shown in the financial statements.

As at October 31, 2019, the Company has incurred a loss from operations of $831,744, has a working capital deficit of $1,053,673, negative cash flow from operations of $185,019 and an accumulated deficit of $19,436,691. The Company has increasing losses and negative cash flow from operations. The Company’s ability to continue as a going concern is contingent on its ability to obtain additional equity financing.

DESCRIPTION OF BUSINESS

St. Jean is a carbon sciences company involved in developing high tech applications through the use of graphite, graphene, lithium, cobalt, nickel and rare earths. This is accomplished by having the technology knowhow and the raw materials obtained through the acquisition and exploration of property interests that are considered potential sites of economic mineralization and the potential use of such mineralization in the production of graphite, graphene and the minerals necessary for the production of batteries and solar.

Throughout the last few years the Company has placed increasing attention to the design and build of green energy storage such as lithium-ion batteries. With green energy creation, the Company is working towards building materials that will allow the super-efficient transfer of the sun’s energy through graphene such as the photocell. Several patents have been filed and the Company has partnered with universities to develop improved technologies. A processing mill was completed to convert raw materials into technologically advanced materials. Continual work is being done on these processes to develop value in the technology area. The technology that has grown out of the work through the universities over the years, have grown to a point where the company is planning on the best way to have each technology stand on its own. The merits of each, management believes should possibly be spun out to be independent businesses to the benefit of each shareholder.

The Company holds multiple Quebec graphite properties and continues to add new tenures. The Company continues to hold historic molybdenum properties in British Columbia and gold properties in Manitoba.

Since 2013, the Company has concentrated on the acquisition of lump graphite properties in the province of Quebec and is in the process of evaluating and developing these graphite properties. St. Jean has NI 43-101 reports on three of the properties. It has not yet determined whether they contain reserves that are economically recoverable. Work continues to be performed on the properties with extensive work being done on the Bell, Clot and Walker properties. There is currently work in progress on a Preliminary Economic Assessment (“PEA”).

St. Jean is a reporting issuer in Alberta and British Columbia and is a listed Tier 2 issuer on the TSX Venture Exchange, trading under the symbol “SJL”. The Company has also registered to trade in the United States on the OTC-QB market under the symbol TORVF. The Company is a Venture issuer and is not required to file an Annual Information Form.

GENERAL DEVELOPMENT OF THE BUSINESS

Saint Jean Carbon Inc. (formerly Torch River Resources Inc. and previous to that Torch River Mines Ltd.) was incorporated on June 18, 1997, by Certificate of Incorporation issued pursuant to the provisions of the Companies Act (Alberta) and extraprovincially registered to carry on business in the provinces of Saskatchewan, Manitoba, British Columbia and Quebec. On March 26, 2004, the Company was officially formed from the amalgamation of Tael Capital Inc. and Torch River Mines Ltd. under the Business Corporations Act (Alberta) under the name Torch River Resources Ltd. The amalgamation was the Company’s Qualifying Transaction for listing on the TSX Venture Exchange. On October 30, 2013, the name of the Company was changed from Torch River Resources Ltd. to Saint Jean Carbon Inc.

On July 8, 2005, the Company signed an option agreement with Red Bird Resources Ltd. (the “Red Bird Option Agreement”) on a molybdenum mineral claim located in the central coastal region of British Columbia. The Company retains a 25% undivided interest in the property which was earned as at May 31, 2008.

On February 12, 2008, the Company signed an option agreement on (the “Mount Copeland Option Agreement”) a past producing molybdenum property located near Revelstoke, British Columbia (the “Mount Copeland property”). The Company through an amending agreement has acquired 100% of the property (subject only to a 2.75% Net Smelter Agreement).

In 2013, the Company moved into the graphite space by acquiring the Walker graphite property. The property is located in Quebec, 40 kilometers northeast of Ottawa. This is a past lump graphite producing property. Additional tenures were added in the area surrounding this property during the 2016 fiscal year.

On February 2, 2015, the Company announced that it had completed the acquisition of the Clot Property.

Since October, 2015, the Company has announced multiple Research Grants from the Natural Sciences and Engineering Research Council of Canada (“NSERC”) to cover work conducted at the University of Waterloo (“Waterloo”) Carbon Nanotechnologies Laboratory and the University of Western Ontario (“Western”) Chemical and Bio Chemical Engineering Department.

On June 8, 2016, the Company announced that it had acquired the Bell Hydrothermal lump/vein graphite mine. The Bell property comprises 13 claims (CDC) for a total area of 782.47 ha. It is located on Buckingham and Lochaber Townships in southwestern Québec. A drill program was completed with results published in August, 2017.

On August 10, 2016, the Company announced that they had acquired their first of two Lithium properties, the Whabouchi South Lithium Project located in the James Bay region of Quebec. On October 28, 2016, the Company announced that it had closed the transaction for an additional 27 lithium claims in south Whabouchi. These claims are contiguous with the claims acquired in August 2016 located in the James Bay region

of Quebec. An additional 34 graphite mining claims located in southwestern Quebec in the Buckingham district were acquired in August, 2016.

On July 19, 2018, the Company announced that they had acquired a 100% ownership of the historical mining property known as the Lochaber claims located in South Western Quebec (the “Lochaber Property”) in the same general region as the Company’s other flag ship properties from Great Lake Graphite Inc. (the “Vendor”) an arm’s length vendor. As consideration for the Lochaber Property, the Company: (i) issued 750,000 common shares (on a post-consolidation basis) of the Company at a deemed value of $0.20 per share to the Vendor; (ii) paid cash consideration of $425,000 to the Vendor by way of offset of an accounts receivable owing by the vendor; (iii) will pay a 1.75% net operational operating cost royalty to the Vendor for 10 years (the “Royalty”); and (iv) has entered into an offtake agreement with the Vendor providing the Vendor with a first right of refusal to purchase up to 10,000 metric tons per year for the life of the Lochaber mine. For clarity, the supply of the material under the offtake agreement will be at market value and the Royalty will not apply to purchases made pursuant to the offtake agreement.

SUMMARY OF PROPERTIES

Walker

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The Walker property is located 8 kilometers northwest of Buckingham, in Buckingham Township. The property comprises of 4 claims with a total area of 240 hectares.

The Walker property includes the Walker mine, a past graphite producer with about 816 tons of flaky and lump graphite extracted from the mine between 1876 and 1906. Main roads are located 2 kilometers away from the Walker Mine. A secondary or private road runs up to the property site which allows for easy access. The property is located in the Central Metasedimentary Belt of the Grenville geological Province,

which comprises north-northeast trending marble and quartzite domains that also include quartzo-feldspathic gneisses and tonalitic intrusions. In the area surrounding Walker Property, regional metamorphism is upper amphibolite grade and reaches the granulite facies, locally.

The Walker property was first worked by the Buckingham Mining and Dominion of Canada Plumbago Co. In 1876, Dominion of Canada Plumbago Co. erected a mill on lot 19 which was connected with the mine by 335 m of tramway. Graphite of the disseminated form was abundant on all the lots 19, 20 and 21 of the VIII range while the vein (or lump) graphite form was predominant on lot 21 of the VII and VIII ranges (Obalski 1889, Spence 1920).

In 1879, Mr. W. H. Walker of Ottawa purchased the mines from Dominion of Canada Plumbago Co. In 1889, about 100 t. of lump graphite were recorded to have been mined from 15 distinct veins. After some intermittent work between 1890 and 1896, operations ceased until 1906, when the Buckingham Graphite Co. partially remodeled the mill, installing a dry process of concentration, and mined some ore. This represents the last work on the property (Spence 1920).

Graphite from the disseminated forms was mined from several beds of 1 to 7.5 m in thickness, on a hill 30 to 60 m high, at the foot of which an opening was made followed by a drift running for 21 m into the ore. The carbon content was reported to average 15% and could reach 25% (Spence 1920). The mineralized horizon strikes northeast and dips 60°. The veins or pods are irregular, massive to semi massive and could reach up to four inches (0.1 m) in thickness and could be followed over length from 3 to 15.8 metres (Denis et al. 1913). Most of them adopt a NE trend and occur near the contact between crystalline marble and paragneiss. There are more than 30 pits reported in an area comprised within lots 19 to 21 in ranges VII, VII and IX of the Buckingham Township (Maurice, 1984). It has to be noted that these pits may not be entirely inside Walker’s property.

On October 15, 2013, the Company announced results of two test programs on its lump graphite, those being the combination of higher reagent concentration and longer retention times in the fifth test which provided the 99.1% C best result (see news release for details). The test work was carried out at Process Research Ortech in Mississauga, Ontario and lab analysis was done at Activation Laboratories in Ancaster, Ontario.

Also, in October 2013, a beep mat survey was undertaken in the west portion of the property, on a grid over old pits from which vein type graphite was extracted. The survey returned 20 conductive anomalies forming two distinct clusters. Small graphite veins were exposed below strongest beep mat anomalies at depths ranging from 0.3 to 0.6 m. During the summer of 2016, helicopter-borne magnetic and TDEM surveys were received from Prospectair Geoservice as they flew over the Walker property.

Bell Graphite

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The Bell property was acquired in June of 2016 and comprises of 13 claims (CDC) for a total area of 782.5 ha. It is located on Buckingham and Lochaber Townships in southwestern Québec, about 135 km west of Montréal, Quebec and 30 km northeast of Ottawa, Ontario, located on Buckingham and Lochaber townships in southwestern Quebec. An 43-101 report was published on this property in 2015. Helicopter-borne magnetic and TDEM surveys were also received from Prospectair Geoservice, as part of our work program when they flew over the Bell property in the summer of 2016. All previous drill holes (1951-1952) have been digitalized and drill sites have been checked in the field. In 2017, a ground Phispy geophysical survey over the northern and central part of the property has been carried out. Several geophysical anomalies have been picked-up over good lengths. Some of them correspond to the old mining operations. In May 2017, Saint Jean Carbon Inc. completed a drilling program comprising eleven drill holes for a total length of 1,337 m. Several of the holes were verifying the previous drill holes while other were controlling the extensions at depth of the mineralized zones. Assay results have been released.

Historically, the Bell Mine produced about 6,700 tons of graphite between 1906 and 1912 while the New Québec Mine produced 2,500 tons of graphite from 1912 to 1920. Exploration drilling was performed in the early fifties which define the downward extension of Bell Mine graphite deposit.

The property is found in the Central Metasedimentary Belt (CMB) of the Grenville geological Province, with regional metamorphism reaching upper amphibolite grade and granulite facies locally. The Buckingham Property is mostly underlain by different types of parageneses intermixed with large bands and lenses of marbles and quartzites with SW-NE to NS orientation.

Known graphite mineralization consist of multiple narrow bands trending NNE (020°). At the Bell Mine site, these bands occur in paragneiss and biotite gneisses in association with disseminated pyrite. They were found within a working thickness from 1 to 5 m and have been followed over a strike length of 660 m and its extension at depth has been demonstrated by drilling in 1950 and 2017. At the New Quebec

smaller mine pits, the graphite is associated with a grey calcite-biotite gneiss, devoid of sulfides. One of the pits follow a one meter thick highly schistozed zone enriched with flaky graphite over a 10 m strike length and is well exposed at its northern end.

Graphite enrichment within highly schistose bands may imply migration and recrystallization as large flakes in shear zones which may have enhanced both continuity and quality of the mineralization. EM geophysics is well suited to better define such mineralization.

Exploration included two phases of works during the summer of 2013 and the spring of 2015. Remnants of graphite rich bands (47 samples) from historical mine pits were submitted to ALS Chemex Laboratory in Val-d’Or which returned concentration from traces to 22% organic carbon.

The historical drilling by Frobisher Ltd in early fifties defines the extension at depth of the Bell Mine Graphite Deposit and resulted in a pre-NI 43-101 estimation of 185,100 tons at 9.4 % graphite which constituted an exploration target by today’s standard. Although this graphite occurrence shows the high potential of the property it may not be the best targets on the property because of the presence of pyrite and its higher depth. Instead, the lateral extension of the graphite rich schistose zone should be investigated by geophysics and trenching, which may reveal shallow occurrence of high quality graphite.

Upon further drilling, an NI-43-101 compliant mineral resource estimation dated November 25, 2017 was published. There is a resource of 1.95 million tonnes grading 5.1% contained graphite.

Buckingham / Kendall

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The Buckingham / Kendall property now also known as the Walker Extension, was acquired in August of 2016 and comprises of 15 claims (CDC) for a total area of 900 ha. It is located on Buckingham and Lochaber Townships in southwestern Québec,

about 135 km west of Montréal, Quebec and 30 km northeast of Ottawa, Ontario, located on Buckingham and Lochaber townships in southwestern Quebec.

The historical Ruisseau McGuire graphite mine is located on this property. Also, Gorman Feldspar mine (GM 35603, GM 45932) and Whitfield mine (GM35603). The Gorman Feldspar mine, discovered in 1922 produced about 45 tonnes.

Clot

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The Clot property is located 3 kilometers South of Labelle village in the Laurentian region, about 150 kilometers northwest of Montréal and is depicted in NTS map 31J07 (Joly Township). The property consists of 5 claims for a total of 297.35 hectares. The property is readily accessed from public roads connecting to Labelle village. The east portion of the property is on public land whereas the westernmost claims are on private land. The property is found in the Morin Terrane of the Grenville geological Province, near the Labelle Deformation Zone which separates the Morin Terrane to the East with the Central Metasedimentary Belt to the West.

The Morin Terrane incudes the Morin Anorthosite Complex and related granitic intrusions with granulite –facies mineral assemblages. These intrusive rocks consist of monzonite, or hypersthene-bearing monzonite (mangerite) and some granites. Anorthosite-suite rocks are deformed both in shear zones and in the interior of the terrane and show intrusive contact relations with marbles which were observed near the St. Jovite village.

The Clot Property is underlain with highly metamorphosed rocks (granulites and sillimanite- garnet- biotite parageneses), in a highly deformed area (Labelle

Deformation zone). These rocks are in contact with calc-silicate rocks in the northeast portion of the property. Clot Mine, located some 150 m away from the property, is hosted in the same lithology. This graphite deposit was discovered in 1907 and worked intermittently until 1919. Prospecting activity and staking took place in 30’s and ‘40’s. Quebec Graphite Corp. acquired the property in 1953. Graphite mineralization consisted of lump graphite in veins and disseminations, in a zone measuring 200 ft. in length and 10 - 15 ft. in width. Spence (GM15290) visited the mineralized occurrence in 1942 and reported graphitic veinlets (1 to 2 inches thick) that were described as being formed around small brecciated, angular fragments and blocks of marbles. They form a band striking more or less north-south and dipping at 65° W.

On June 1, 2015, the Company published an NI 43-101 technical report on the Clot property.

Last year, the Company undertook a 35 km line cutting program which was followed by a ground magnetometer survey. Results of this survey are encouraging and justify the next exploration phase.

Lochaber

The Lochaber project is a graphite exploration project at the resource-delineation stage, located in the Outaouais region of Quebec, Canada, approximately 45 kilometres northeast of Ottawa.

The Lochaber property comprises 45 mineral claims in a single contiguous block, covering 2,648 hectares on NTS map 31G11. The claims are registered with the Ministère de l’Énergie et Ressources Naturelles du Québec (MERN) to Saint Jean Carbon inc.

On January 25th 2018 has entered into an arm’s length non-binding term sheet with Great Lake Graphite Inc. to acquire a 95% ownership of the historical mining property known as the Lochaber claims located in South Western Quebec in the same general region as the Company’s other flag ship properties.

The Lochaber Graphite Deposit reports an Inferred Resource of 4,091,000 tonnes at 4.01% Cg using a cut-off grade of 2.45% Cg.

The Company will issue to Great Lakes Graphite Inc. 3,000,000 shares, pay a 1.75% net operational operating cost royalty for 10 years, pay a fee of $425,000.00 divided equally into four payments over four years and enter into an offtake agreement to allow Great Lakes the first right of refusal to purchase up to 10,000 metric tons per year for the life of the mine. (The cost of the material will be a market value and the royalty will not be paid on offtake purchases).

The property is readily accessible by road. Access has to be negotiated with the surface landowners before initiating any exploration work. Local resources and infrastructure are plentiful in the area. Hydro Quebec power lines are located on the property. The Lochaber property has an historical record of graphite exploration and production. Flake graphite occurrences on the property are some of the oldest graphite

showings in Canada, having been discovered in the late 1800s and early 1900s when there was a considerable interest in graphite due to its properties as a lubricant. There are three historical graphite occurrences (the McLaren, Kelly, and Burke showings) in the area, and two past producing graphite mines (the Mayo and Plumbago mines) on the property. The mineral resource discussed above is in the Plumbago mine area.

Great Lakes and Rock Tech have carried out exploration on the Lochaber graphite project since 2012. Exploration in 2012 was conducted by Rock Tech and consisted of prospecting, grab sampling, ground geophysical surveys, and core drilling in the Plumbago area. Exploration in 2014 – 2015 was conducted by Great Lakes to follow up on the Rock Tech results with additional core drilling in the Plumbago area and an airborne drone elevation survey.

Between 2012 and 2015, Great Lakes and Rock Tech have drilled a combined 45 core boreholes (8,110 metres). In addition, Rock Tech completed seven trenches with 19 sampling channels (357 metres of channel sampling). The mineral resource evaluation discussed above considers both the drilling and trenching sampling data.

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HISTORIC PROPERTIES

Red Bird Property

The Red Bird molybdenum property consists of three mineral claims situated in the Skeena Mining Division of west central British Columbia 133 kilometers southwest of Burns Lake and 105 kilometers north of Bella Coola. The property covers an area of 444.49 hectares centered on latitude 53 ° 17’44” North and longitude 127 ° 00’34” West in NTS map area 93E/6.

On July 8, 2005, Red Bird Resources Ltd and the Company entered into the Red Bird Option Agreement for the Red Bird Property. The Red Bird Property represents an advanced molybdenum, copper and rhenium porphyry target. As of May 31, 2008, the Company became the legal and beneficial owner of a non-transferable 25% undivided interest in the property. In 2008, an NI 43-101 technical report identified an indicated mineral resource of 88,210,000 tonnes grading .061% molybdenum and .068% copper at a cutoff grade of .03% molybdenum on the Red Bird Property. The Company is considering divesting this property now that its focus is on graphite.

High Rock Property and Climpy Property

The High Rock Property and the Climpy Property are gold prospects in northeast Manitoba located approximately 8 kilometers apart and cover approximately 1,550 hectares High Rock consists of 9 mining claims covering 1,307 hectares and the Climpy Property consists of one claim covering 243 hectares St. Jean holds a 100% interest in all claims. There was 895 feet of drilling done in 2004. Assay results range from trace to .154 oz. /t of gold. Further comprehensive development in the form of bulk sampling will be required on both the Juniper Vein as well as the Main Vein to establish the economic viability of the property. There has been no recent exploration conducted. Tenures on the Climpy property are to 2035 while High Rock was extended to 2022. The Company is considering divesting these properties now that its focus is directed on graphite.

Mount Copeland Property

The Mount Copeland Property featured underground production (1970-73) which produced 171,052 tonnes of molybdenum ore and produced 1,193,222 Kg of molybdenum. The calculated head grade for this production was 0.732% Mo. When the Mount Copeland Property was in production in 1970 development work indicated 163,340 tonnes of ore at a grade of 1.83% MoS2 (or 1.1 % molybdenum). The ore indicated prior to mining, has been essentially extracted. The information above is included for comparison purposes only (derived from the December 01, 2008 NI 43101 Technical Report and the MINFILE Record Summary for MINFILE No. 082M 002 (Mount Copeland), B.C. Ministry of Energy, Mines and Petroleum Resources and the MINFILE Productions Detail Report, B.C. Geological Survey, B.C. Ministry of Energy, Mines and Petroleum Resources) This can be viewed at:

http://minfile.gov.bc.ca/Summary.aspx?minfilno=082M++002

http://minfile.gov.bc.ca/report.aspx?f=PDF&r=Production_Detail.rpt&minfilno=082M++002

In 2008, there was a 10-hole drill program of 2,878 meters completed. A NI 43-101 Technical Report dated December 1, 2008 was completed and posted on SEDAR on March 16, 2009.

On January 5, 2010, the Company announced results of 31 samples from 7 drill holes from 2008 that were assayed for Rare Earth Elements. A further release dated March 9, 2010 provided mean average values for rare earth elements from the 31 core samples and 53 soil samples. The Mount Copeland option agreement has two claims comprising a total of 730.127 hectares. The Company is considering divesting these properties now that the focus of the company is on graphite.

SELECTED ANNUAL INFORMATION

The information below has been derived from the Company’s annual financial statements for each of the three most recently completed financial years ended October 31 and has been prepared in accordance with IFRS.

Fiscal Year	2019	2018	2017
Total revenue	$ 115,205	$ 408,870	$ 7
Loss for the year	(831,744)	(2,187,642)	(1,719,844)
Loss per share, basic and diluted	(0.011)	(0.030)	(0.032)
Total assets	4,518,480	4,701,078	5,946,109
Total long term liabilities	-	-	-
Cash dividends per share	-	-	-

The loss for the year ended October 31, 2019 was $831,744 compared to $2,187,642 for the year ended October 31, 2018. The decreased loss was primarily due to no impairment taken during the current year, and lower research expense and sales and marketing expenses during the current year.

Total assets as at October 31, 2019 were $4,518,480 compared to $4,701,078 as at October 31, 2018. The decrease was primarily due to amortization claimed on equipment and lower accounts receivable at the end of the current year.

SELECTED QUARTERLY INFORMATION (Eight Quarter history)

*Item*	*Qtr 4/19* *Three Months* *Ended Oct 31,* *2019* *Qtr 3/19* *Three Months* *Ended July 31,* *2019* *Qtr 2/19* *Three Months* *Ended April 30,* *2019* *Qtr 1/19* *Three Months* *Ended Jan 31,* *2019*
*Cash & Cash Equivalents including short term* *investments* *Mineral Exploration and evaluation assets* *Working Capital (Deficiency)* *Net Sales* *Loss before extraordinary items* *Loss after extraordinary items* *Loss per share, basic* *Loss per share, fully diluted* *Total Assets* *Total Long Term Financial Liabilities*	7,723 3,907,664 (1,053,673) 85,205 (145,785) (145,785) (0.002) (0.002) 4,518,480 - 6,349 3,907,664 (939,385) 20,000 (250,161) (250,161) (0.003) (0.003) 4,570,038 - 25,898 3,907,664 (719,021) - (178,545) (178,545) (0.002) (0.002) 4,631,151 - 16,860 3,907,664 (702,954) 10,000 (257,253) (257,253) (0.004) (0.004) 4,624,745 -

*Item*	*Qtr 4/18* *Three Months* *Ended Oct 31,* *2018* *Qtr 3/18* *Three Months* *Ended July 31,* *2018* *Qtr 2/18* *Three Months* *Ended April 30,* *2018* *Qtr 1/18* *Three Months* *Ended Jan 31,* *2018*
*Cash & Cash Equivalents including short term* *investments* *Mineral Exploration and evaluation assets* *Working Capital* *Net Sales* *Loss before extraordinary items* *Loss after extraordinary items* *Loss per share, basic* *Loss per share, fully diluted* *Total Assets* *Total Long Term Financial Liabilities*	30,000 3,907,664 (477,894) 15,000 (1,436,094) (1,436,094) (0.020) (0.020) 4,701,078 - 152,883 5,072,703 (97,851) - (267,562) (267,562) (0.004) (0.004) 6,034,062 - 46,110 4,458,470 245,539 393,870 (40,437) (40,437) (0.001) (0.001) 5,785,481 - 226,213 4,458,470 19,334 - (443,549) (443,549) (0.007) (0.007) 5,494,435 -

The tables are stated in Canadian dollars. These financial statements have been prepared on the basis of accounting principles applicable to a “going concern”, which assumes that the company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business.

RESULTS OF OPERATIONS

Revenue and Cost of Goods Sold for the period ended October 31, 2019

Revenue for the three-month period ended October 31, 2019 was $85,205 compared to $15,000 for the comparative period. Cost of goods sold for the three-month period ended October 31, 2019 was $17,250 compared to $5,000 for the comparative period.

Revenue was $115,205 for the year ended October 31, 2019 compared to $408,870 for the comparative period. Cost of goods sold for the year ended October 31, 2019 was $25,363 compared to $84,500 for the comparative period.

Expenses for the three months ended October 31, 2019

Total expenses for the three-month period ended October 31, 2019 were $1,184,952 compared to $187,510 for the comparable 2018 period, a decrease of $997,442. The major components were:

No impairment taken during the current quarter vs. $1,045,039 taken during the comparative quarter.
Industry partner research costs for the current quarter were lower by $100,000 vs. the comparative quarter.
Costs for sales and marketing services for the current quarter were lower by $76,250 vs. the comparative quarter.

Management fees for the current quarter were lower by $62,370 vs. the comparative quarter.

Expenses for the year ended October 31, 2019

Total expenses for the year ended October 31, 2019 were $922,299 compared to $2,512,490 the comparable 2018 period, a decrease of $1,590,191. The major components were:

No impairment taken during the current period vs. $1,045,039 taken during the comparative period.
Costs for sales and marketing services for the current period were lower by $246,750 vs. the comparative period.
Industry partner research costs for the current period were lower by $218,750 vs. the comparative period.
Professional fees were for the current period were lower by $92,399 vs. the comparative period.
Fees for investor relations for the current period were lower by $51,695 vs. the comparative period.

APPLICATION OF NEW AND REVISED ACCOUNTING STANDARDS

The standards issued and adopted by the Corporation in the current year’s financial statements are listed below.

IFRS 9 Financial Instruments

On November 1, 2018, the Corporation adopted the new rules under IFRS 9 Financial Instruments which includes a principle-based approach for the classification and measurement of financial assets and a forward-looking ‘expected credit loss’ model. The standard was adopted retrospectively. The comparative financial statements have not been restated as the adoption had no impact on amounts previously recognized in the statements of comprehensive income and financial position.

The following table outlines the classification of financial instruments under the previous standard and the new classification under IFRS 9.

		New classification
Financial asset/liability	Previous classification	under IFRS 9
Cash	Fair value through profit and loss	Amortized cost
Accounts receivable	Amortized cost	Amortized cost
Restricted cash	Amortized cost	Amortized cost
Accounts payable and accrued	Amortized cost	Amortized cost
liabilities
Interest payable	Amortized cost	Amortized cost
Notes payable	Amortized cost	Amortized cost

IFRS 15 Revenue from Contracts with Customers

On November 1, 2018 the Corporation adopted the new rules under IFRS 15 Revenue from contracts with customers. Under the new standard revenue is recognized from the perspective of when a transfer of control to the customer is complete. Adoption of the standard had no impact on amounts previously recognized in the statements of net and comprehensive income and financial position.

The standard issued but not yet effective up to the date of issuance of the Corporation’s financial statements is listed below.

IFRS 16 Leases

In January 2016, The IASB issued IFRS “Leases”, which replaces IAS 17 “Leases,” and provides that a single recognition and measurement model for leases would apply, with required recognition of assets and liabilities for most leases. For lessees, IFRS 16 removes the classification of leases as either operating or finance leases, effectively treating all leases as finance leases. Certain short-term leases (less than 12 months) and leases of low-value assets are exempt from the requirements, and may continue to be treated as operating leases.

The Corporation will adopt the standard for the fiscal year commencing October 1, 2019. The standard will be adopted retrospectively by recognizing the cumulative impact of initial adoption in opening retained earnings. Under the standard, the Company will recognize a right-of-use asset under property and equipment (P&E) and a corresponding liability for the lease associated with the Corporation’s warehouse space. Previously, the Corporation recognized the lease charge associated with this facility as an operating lease expense on a straight-line basis over the term of the lease. The nature of the expenses related to this lease will change since the Corporation will recognize a depreciation charge for the right-of-use asset and an interest expense on the related lease liability. Consistent with the guidance, the Company will not apply this standard to short-term leases and leases for which the underlying asset is of low value.

LIQUIDITY AND CAPITAL RESOURCES

At the end of this reporting quarter, St. Jean had a working capital deficiency of $1,053,673 compared to $477,894 as of October 31, 2018, a decline of $575,779. Cash and cash equivalents were $7,723 compared to $30,000 as at October 31, 2018.

The following funding was received during the reporting period.

On April 18, 2019, the Company closed the first tranche of a private placement consisting of 4,277,500 units at a price of $0.035 per Common Unit for gross proceeds of $149,713. Each common unit consists of one (1) Common Share in the capital of the Company and, one (1) common share purchase warrant. Each Warrant entitles the holder to acquire one (1) additional Common Share at an exercise price of $0.05 per Common Share for a period of 36 months from the date of issuance.

On June 10, 2019, the Company closed the first tranche of a private placement consisting of 285,000 units at a price of $0.035 per Common Unit for gross proceeds of $9,975. Each common unit consists of one (1) Common Share in the capital of the Company and, one (1) common share purchase warrant. Each Warrant entitles the holder to acquire one (1) additional Common Share at an exercise price of $0.05 per Common Share for a period of 36 months from the date of issuance.
Advances of $38,000 on unsecured notes payable, repayable on demand, bearing interest at 10% and 12% per annum.

No stock options were granted or exercised during the period.

Saint Jean Carbon currently does not have credit facilities with financial institutions and does not anticipate that it will generate significant revenue from its activities during the next few months; therefore, it will rely on its ability to obtain equity financing for operations.

Management anticipates that it will be able to raise sufficient capital to further explore and develop its properties and carry out its projects in the future. The Company, however, cannot provide any assurance that equity financing will be available on terms and conditions acceptable to the Company.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

CURRENT BUSINESS ACTIVITY

Property Exploration

A key priority during this quarter was to further test the graphite from the properties held by the Company. An NI 43-101 commenced on the Bell in the fall and the final report was dated on November 25, 2017. With a prioritization of the grade and considering the zone continuity optimization, the author of the report considers that this property has an Inferred mineral resource of 1.95 million tonnes grading 1.7% contained graphite. This mineral resource includes an Indicated mineral resource of 380,000 tonnes grading 5.1% Cg.

Preparation of the Preliminary Economic Assessment (“PEA”) continues as the company continues to strategize on moving the properties to the next level. Additional properties are being pursued. The data from those properties will be included and once that data is incorporated, the PEA is expected to be issued.

On July 19, 2018, the Company acquired the Lochaber property located at 10 km north-east of Buckingham, Quebec, from Great Lakes Graphite Inc. That property has an estimated Inferred mineral resource of 4.09 million tonnes with an average grade of 4.01% graphitic carbon (SRK’s NI 43-101 compliant report, 2015). The estimation was made with a cut-off grade of 2.45% Cg, a price of US$ 1,600 per tonne graphite and a recovery of 96.5%.

Processing Mill

The Research and Development facility houses an operating processing mill. Continual enhancements have taken place to calibrate the unit to optimize throughput. This mill will be used for the testing of graphite materials and to process mined material, determine its suitability for potential customers and manufacture battery anodes. Third party graphite was processed through the mill this quarter. These samples were crushed, had secondary crushing, air classified, ran through the ball mill, floated, jet milled, shaped and tested. In addition to the processing mill, the facility has capability to perform Scanning Electron Macroscopy (SEM) which enables routine monitoring of the graphite quality and provision of value added services to clients. Several potential customers have expressed an interest in the Company processing their material.

The main highlight of the mill is the Company’s proprietary and patent pending processes for greatly increasing the head grade of the mineralized material before fine milling and floating. This allows for significantly smaller equipment and footprint as the process is working mostly with nearly finished product and does not need to process large amounts of waste material. The facility will be able to create a wide variety of sizing and shaping without waste. No harsh chemicals are used to increase the purity.

This facility is to produce the very best quality graphite for a host of applications: lithium-ion batteries for electric cars, tools, cell phones, etc.

Research / Product Development

On December 20, 2016, the company announced that the collaborative research with a team from Western University has created glowing carbon dots. The carbon dots have been created to glow in an entire array of colours. The significance of the technology is the ability to create light and colour with less energy consumption.

On February 23, 2017, the Company announced that it has set the preliminary numbers for the graphene battery project announced on January 18[th] , 2017. On February 28, 2017, and subsequently clarified on March 3[rd] and 20[th] , 2017, the Company announced that it received an order for 5 kg of graphite for testing by a major battery manufacturer.

On March 8, 2017, the Company announced that the St. Jean co-authored with Western (Jin Zhan, Ph.D., Associate Professor Department of Chemical and Biochemical Engineering) published a paper titled, “Deposition of YBCO Nanoparticles on Graphene Using Matrix-assisted Pulsed Laser Evaporation” that has been accepted for presentation and publication in the proceedings of International Conference on Nanotechnology: Fundamentals and Applications (ICNFA’17).

On April 20, 2017 St. Jean announced the results of the graphene battery project phase one of three, previously announced on January 19, 2017. Although very preliminary at this point, the graphene battery outperformed the graphite battery.

On June 14, 2017 the Company announced that it had completed a full cell graphene battery.

There were two university research projects which the Company contributed $218,750 during the prior fiscal year. These projects were with the Universities of Western and Waterloo. The first participation project and grant is for the continued collaborative research and development of modification and scale-up of graphene for supercapacitor applications. A supercapacitor made with graphene is very similar to a graphene lithium-ion battery, except that the supercapacitor battery may have a higher rate of charge and discharge. The second project and grant is for the collaborative research and development of luminescent carbon dots for multi-applications. The Company will work to further the research that was started last year with the development of carbon dots which may be used for a variety of applications such as the use of dots for solar panels as the Company continues to develop energy storage solutions.

The company announced on June 28[th] 2019 the signing of a non-binding letter of intent to acquire all of the issued and outstanding shares of Process Research Ortech Inc.

Summary

The Company has been continuing exploration on its Quebec graphite properties and researching to consider other property acquisitions to increase the resource base and opportunities to move the Company forward to the use of product on our properties. This has been done through exploration programs as well as moving to complete a Preliminary Economic Assessment on our assets.

The Company has also devoted resources to the Research and Development facility and in building of a Processing mill. This and efforts with Waterloo and Western have been done to move toward enhancing the quality of graphite material and the design and build of green energy storage such as lithium-ion batteries, using Quebec graphite that could be used in electric cars, mass energy storage for home applications and for small batteries for a typical TV remote control. We strive to create the best carbon for the anode in such devises. With green energy creation, we are working toward building materials that will allow super-efficient transfer of the sun’s energy through graphene as the photocell. Green re-creation is the final step in development of materials that can be reused to recreate the original purpose of the materials. All of this is challenging but we feel we have placed the company at the forefront of the green technology boom and with that created strong shareholder return on investment. Through its working arrangements with universities, research and efforts, the Company has continued to expand its intellectual property.

The direction and goal of the Company is to be a leading-edge company and to align with clean energy creation and energy storage companies around the world. The Company also continues to develop our Quebec graphite properties for product supply.

We continue to pursue sales and other revenue streams through joint ventures, acquisitions and material trade. We are working with universities in both Canada and the United States with an eye on licensing and developing our own intellectual property. We feel that putting significant efforts to graphene production / development

will put the company in a good position to grow and take advantage of what we feel is the next big development in the carbon business. We see the company working as a partner with companies that want to have advanced materials as a part of their product, but we do not see ourselves as the manufacturer of the application, rather the supplier of the high-grade material to a specific specification.

RISK AND UNCERTAINTIES

Exploration and mining companies face many and varied kinds of risks. While risk management cannot eliminate the impact of all potential risks, the Company strives to manage such risks to the extent possible.

One of the principal activities of the Company is mineral exploration which is inherently risky. Exploration is also capital intensive and the Company currently has no significant source of income. However, the Company has placed increasing emphasis and resources on green energy storage and this will mitigate some of the risk. Only the skills of its management in the mineral exploration and exploration financing serve to mitigate these risks and therefore are one of the main assets of the Company.

SHARES ISSUED AND OUTSTANDING

ISSUED SHARE CAPITAL

Effective June 12, 2018, the Company’s common shares were consolidated on the basis of one post-consolidation common share for every four pre-consolidation common shares (the “Consolidation”). The Consolidation was approved by the Company’s shareholders at the Annual and Special Meeting of the shareholders of the Company held on May 25, 2018 and was accepted by the TSX Venture Exchange. The Company had 249,120,130 common shares outstanding and, following the Consolidation, had approximately 62,280,032 common shares outstanding. No fractional common shares of the Company were issued.

Statement of Changes in Shareholders’ Equity, Common Shares

Beginning balance Private Placements Share issuance costs Warrant Redemption Flow through shares Balance		October 31, 2019 Number of shares Share Capital	October 31, 2019 Number of shares Share Capital
		71,330,032 $20,882,797 4,562,500 159,688 - (30,912) - - - -
		75,892,532	$21,011,573

Beginning balance Private Placements (pre-consolidation) Property Acquisition (pre-consolidation) Cancelled due to 4:1 consolidation Share issuance costs Private Placements (post-consolidation) Property Acquisition (post-consolidation) Balance OPTIONS	October 31, 2018 Number of shares Share Capital	October 31, 2018 Number of shares Share Capital	October 31, 2018 Number of shares Share Capital
	238,770,130 $20,034,138 10,100,000 505,000 250,000 8,750 (186,840,098) - - (110,091) 8,300,000 415,000 750,000 30,000
		71,330,032	$20,882,797

	Number of	Weighted Average
	options	ExercisePrice
Balance, November 1, 2018	3,703,922	$0.20
Granted	-	-
Expired (post-consolidation)	(2,648,750)	$0.20
Exercised	-	-
Balance October 31, 2019	1,055,172	$0.20

Options Granted

A summary of outstanding options as at October 31, 2019, adjusted for 4:1 share consolidation, is as follows:

Number of Shares Exercise Expiry Under Option Price Date	Number of Shares Exercise Expiry Under Option Price Date
	832,672 $0.20 June 16, 2020 150,000 $0.20 April 5, 2021 35,000 $0.20 November 8, 2021 37,500 $0.20 January 13, 2022 1,055,172

FINDER’S OPTIONS

On November 24, 2016, 124,500 (adjusted for 4:1 consolidation) Finder’s Options were granted at a price of $0.20 per share, for a period of three years; 62,250 (adjusted for 4:1 consolidation) remain outstanding as at October 31, 2019.

On December 12, 2016, 487,317 (adjusted for 4:1 consolidation) Finder’s Options were granted at a price of $0.20 per share, for a period of three years; 160,000 (adjusted for 4:1 consolidation) remain outstanding as at October 31, 2019.

WARRANTS

A summary of outstanding warrants as at October 31, 2019 and October 31, 2018 is as follows:

Balance, October 31, 2017 Granted (pre-consolidation) Cancelled due to 4:1 consolidation Granted (post-consolidation) Expired Exercised Balance October 31, 2018 Granted (post-consolidation) Expired Exercised Balance October 31, 2019	Number of Warrants Weighted Average ExercisePrice
	42,590,000 $0.06 10,793,000 $0.05 (40,037,250) $0.06 3,500,000 $0.075 - - - -
	16,845,750 $0.19 4,562,500 $0.05 (4,557,500) $0.23 - -
	16,850,750 $0.14

A summary of outstanding warrants as at October 31, 2019 is as follows:

Number of	Exercise	Expiry
Warrants	Price	Date
3,222,500	$0.22	December 12, 2020
695,500	$0.20	January 25, 2021
2,002,750	$0.20	February 8, 2021
1,705,000	$0.22	May 17, 2021
1,162,500	$0.22	May 29, 2021
2,400,000	$0.075	June 28, 2021
1,100,000	$0.075	July 18, 2021
4,277,500	$0.05	April 18, 2022
285,000	$0.05	June 10, 2022
16,850,750

RELATED PARTY TRANSACTIONS

During the reporting quarter, the Company incurred charges from the board of directors, chief executive officer, chief financial officer, president and chief technology officer. The total related party transactions for the period is summarized as follows:

Key Management Compensation Retainers, wages and benefits Share based payments Mineral exploration and evaluation costs Equipment additions Cost of goods sold Expense reimbursement	Year ended October 31, 2019 2018
	$ 390,947 $ 373,438 - - - 12,500 - 15,000 5,000 18,750 788 61,868
Total	$ 396,735 $ 481,556
Services & reimbursement of expenses Company controlled by an officer and director Partnership of which the CFO is a partner Company controlled by the former CFO Business controlled by the former President Company controlled by an officer and director Company controlled by an officer and director Share based payments Reimbursement ofexpenses	Year ended October 31, 2019 2018
	$ 179,000 $ 275,000 40,747 28,688 - 81,000 - 35,000 96,200 - 80,000 - - - 788 61,868

These transactions occurred during the normal course of operations.

RELATED PARTY LOANS

There are no related party loans.

SUBSEQUENT EVENT

There were no subsequent events.

APPROVAL

The Audit Committee of the Board of Directors appointed by the Board and consisting of three independent directors, has reviewed this document pursuant to its mandate and charter. The Board of Directors of Saint Jean Carbon Inc. has approved the disclosure contained in the MD&A.

This MD&A is available on the Company’s SEDAR site accessed through www.sedar.com

FORWARD LOOKING STATEMENTS

The MD&A contains certain forward-looking statements, except for historical information. These statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, levels of activity, performance, and/or achievements expressed or implied by these forward-looking statements to vary.

Actual results could differ materially from those currently anticipated due to any number of factors, including such variables as new information regarding potential mineral reserves, changes in demand for and commodity prices of graphite, molybdenum or any other commodity, legislative, environmental and other regulatory approval or political changes.

OTHER REQUIREMENTS

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