Volt Carbon Technologies Inc. — Management Reports 2021

Jun 29, 2021

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

For the quarter ended April 30, 2021

This Management Discussion and Analysis (“MD&A) was prepared as of June 28, 2021.

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 unaudited financial statements and accompanying notes of the Company for the three-month period ended April 30, 2021. Consequently, the following discussion and analysis of the financial condition and results of operations of St. Jean should be read in conjunction with the unaudited financial statements for the three-month period ended April 30, 2021.

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 April 30, 2021, the Company has incurred a loss from operations of $489,319, has a working capital deficit of $1,530,112, negative cash flow from operations of $424,442 and an accumulated deficit of $23,993,175. The Company’s ability to continue as a going concern is contingent on its ability to obtain additional equity financing.

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This condition, along with other matters as set forth in the above paragraph, indicates the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

The outbreak of the Covid-19 pandemic has disrupted financial and operational mobility of companies all over the world. During the sustained lockdown observed in the quarter, St. Jean experienced a lower level of project activity from its customers. This was further exasperated by the limited inter provincial and international mobility of personnel and logistics to develop mineral resources. This resulted in lower process development activity at St. Jean. As we emerge out of pandemic lockdowns, St. Jean has observed a substantially higher level of project activity and interest in mineral processing.

On May 25, 2021, the Company closed a private placement for $875,000.

DESCRIPTION OF BUSINESS

St. Jean is a junior resource company involved in the acquisition and exploration of property interests that are considered potential sites for future mining opportunities.

The Company owns a pilot plant that uses an air classifier to convert ore into high purity graphite. The pilot plant’s predominant use is graphite process development and small batch runs of graphite purification Continual work is being done on this process to further develop environmentally friendly methods of purifying graphite.

Within the last few years the Company has been focused on the development of end products that require uses of graphene and graphite. This includes lithium-ion batteries, novel DNA sensing methods and hyper/superconducting wire.

The Company continues to hold multiple historic molybdenum properties in British Columbia and gold properties in Manitoba and a graphite property in Quebec.

Since 2013, the Company concentrated on the acquisition of lump graphite properties in the province of Quebec, however, the Company has determined that its future lies in developments in technology and with its offtake agreement with Ameca Ltd. for graphite in Sri Lanka. Therefore, most of the properties in Quebec were allowed to have their tenures expire.

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 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

St. Jean (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 extra-provincially registered to carry on business in the provinces of Saskatchewan, Manitoba, British

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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 January of 2018, the company commissioned a pilot plant at its Oakville facility. The plant has capability to separate carbon by means of small batch trials of ore. The plant consists of primary and secondary crushing equipment, rotating drum, air classification, floatation and jet mill.

On July19, 2018, the Company announced that it had acquired 100% ownership of the historical mining property known as the Lochaber claims located in South Western Quebec (the “Lochaber Property”) from Great Lake Graphite Inc. (“Great Lake”), 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 Great Lake; (ii) paid cash consideration of $425,000 to Great Lake by way of offset of an accounts receivable owing by Great Lake; (iii) pay a 1.75% net operational operating cost royalty to Great Lake for 10 years (the “Royalty”); and (iv) has entered into an offtake agreement with Great Lake providing Great Lake 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.

During the quarter, an aeromagnetic survey was conducted using a line of sight drone on the Lochaber Property. As a result of the magnetic survey that was conducted, St. Jean has retained the property mineral rights to the Lochaber Property for another 24 months in a single contiguous block. The claims are registered with the Ministère de l’Énergie et Ressources Naturelles du Québec (MERN) to the Company.

To protect the safety of its engineering contractors during the COVID-19 pandemic, development of the air classification process has continued to progress in a virtual setting using computer simulation. The simulations reduced a substantial portion of physical process development time which otherwise would be required to be conducted physically with the air classifier on the plant floor. The air classification process separates graphite particles from crushed ore by means of vibration and aerodynamics using a series of settling chambers and screening compartments. Typical particles

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feeding the air classifier are pre-crushed to a particle size of 12 mesh (1.7mm diameter). Early simulation results indicate additional secondary and tertiary air classification steps are highly effective in air separation of graphite to various fractions ranging from +500-80 mesh (approx. 25 to 180 microns). This spectrum of particle size is desirable for further processing into battery grade anodes and specific compositions are formulated to customer requirements. The use of computer simulations has enabled St. Jean to focus on developing specific stages of the air classification process while minimizing the use of labour intensive process trials. As the equipment is recommissioned at the new location in August 2021, process trials will focus on correlating the actual process starting with the parameters that were developed by analytical predictions. St. Jean remains highly confident that large and medium flake graphite fractions can be recovered to a high degree of purity using environmentally friendly processes such as air classification.

BRITISH COLUMBIA 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.

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&minfiln o=082M++002

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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 retains its interest in the High Rock gold property in Manitoba.

CURRENT BUSINESS ACTIVITIES

Processing Mill

The Company’s mining research and development facility consists of a processing mill which is capable of small batch ore processing trial. Continual enhancements have taken place to calibrate the unit to optimize throughput using computational fluid dynamics. 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. No graphite was processed through the mill this quarter as the equipment is currently being relocated to a larger facility in Kitchener and scheduled for recommissioning in August 2021. 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.

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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.

On February 1, 2021, St. Jean signed a contract research agreement with the University of Western Ontario (“UWO”) to further develop advanced graphene-based products with special luminescent properties for a DNA biosensor. The continuation of this research is in the late stages of a multi-year effort with UWO to commercialize graphene based sensing products.

On May 13, 2021, St. Jean signed a sponsored research agreement with the University of Waterloo (“Waterloo”) to further develop a composite electrolyte for solid electrolyte batteries. It is expected that the outcome of this research will further enhance St. Jean’s intellectual property portfolio focusing on state of the art battery formulations. This initiative is complementary to its recent acquisition of Solid Ultrabattery Inc.

Summary

The Company has continued to diversify business to include novel products that are derived from carbon sciences. The company has devoted resources to the startup and commission of its research and development facility to rapidly advance its commercialization of solid state batteries. The collaborative research efforts with Waterloo and UWO is vital to the successful commercialization off new innovative products through academic breakthroughs. The continuance of St. Jean’s working arrangements with universities enables the Company to expand its intellectual property portfolio.

As the pilot plant comes back online in 2021, the focus would be in continued enhancement of graphite materials which will be used for the design and build of green energy storage such as lithium-ion batteries. Priority will be given to support refinement of the Sri Lankan graphite orebody to realize the potential of the offtake agreement with Ameca Ltd. The purified graphite from this orebody is desirable for use in electric cars, mass energy storage for home applications and consumer products.

The Company will continue to align with clean energy creation and energy storage companies around the world. The addition of Solid Ultrabattery Inc. greatly diversifies the product portfolio in the area of rechargeable energy storage systems.

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St. Jean will continue to pursue sales and other revenue streams through offtake agreements, joint ventures, acquisitions, and material trade. Significant efforts to develop novel graphite purification processes, positions the company well on the leading edge of technology and development in the carbon industry. Further collaboration and business with companies that require advanced materials will be the goal.

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SELECTED QUARTERLY INFORMATION (Eight Quarter history)

Item	Qtr 2/21 Three Months Ended April 30, 2021 Qtr 1/21 Three Months Ended Jan 31, 2021 Qtr 4/20 Three Months Ended Oct 31, 2020 Qtr 3/20 Three Months Ended July 31, 2020
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	270,697 854,869 (1,530,112) - (230,416) (230,416) (0.003) (0.003) 1,599,691 16,575 55,882 839,582 (1,543,676) 70,000 (258,904) (258,904) (0.003) (0.003) 1,354,707 20,023 29,441 839,582 (1,785,849) - (3,642,584) (3,642,584) (0.047) (0.047) 1,369,526 23,437 17,734 3,908,430 (1,414,350) - (102,236) (102,236) (0.001) (0.001) 4,439,162 -

Item	Qtr 2/20 Three Months Ended April 30, 2020 Qtr 1/20 Three Months Ended Jan 31, 2020 Qtr 4/19 Three Months Ended Oct 31, 2019 Qtr 3/19 Three Months Ended July 31, 2019
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	1,372 3,908,430 (1,347,910) 817 (169,856) (169,856) (0.002) (0.002) 4,466,970 - (674) 3,907,664 (1,213,033) 48,783 (146,751) (146,751) (0.002) (0.002) 4,502,467 - 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 -

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.

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RESULTS OF OPERATIONS

Revenue and Cost of Goods Sold

Revenue for the three-month period ended April 30, 2021 was $nil compared to $817 for the comparative period in 2020. Cost of goods sold for the three-month period ended April 30, 2021 was $nil, which is the same as the comparative period in 2020.

Revenue for the six-month period ended April 30, 2021 was $70,000 compared to $49,599 for the comparative period in 2020. Cost of goods sold for the six-month period ended April 30, 2021 was $11,166 compared to $10,000 for the comparative period in 2020.

Expenses

Total expenses for the three-month period ended April 30, 2021 were $230,416 compared to $170,673 for the comparable period in 2020, an increase of $59,743. The major components of the expenses were:

• Professional fees for the current quarter were higher by $76,656 compared to the comparable period in 2020, due to higher consulting and legal fees.

• Research expenses for the current quarter were higher by $15,000 compared to the comparable period in 2020 due to a new research contract.

Total expenses for the six-month period ended April 30, 2021 were $548,153 compared to $356,208 for the comparable period, an increase of $191,945. The major components of the expenses were:

• Stock-based compensation of $282,291 due to stock options granted during the current period compared to $nil for the comparable period in 2020.

• Professional fees for the current period were higher by $124,261 compared to the comparable period in 2020, due to higher consulting and legal fees.

• Bad debts of $30,974 compared to $nil for the comparable period in 2020.

• Partially offset by a reduction in expenses due to expense recoveries of $226,923.

ADOPTION OF NEW ACCOUNTING POLICY

No new accounting policies have been adopted during the current period.

LIQUIDITY AND CAPITAL RESOURCES

At the end of this reporting quarter, St. Jean had a working capital deficiency of $1,530,112 compared to $1,785,849 as of October 31, 2020 of, an improvement of $255,737. Cash at April 30, 2021 was $270,697 compared to $29,441 as at October 31, 2020.

The following funding was received during the reporting period.

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Issuance of shares and exercise of warrants:

• On February 17, 2021 the Company issued 980,000 common shares in the capital of the Company due to exercise of warrants at an exercise price of $0.05 per share for gross proceeds of $49,000.

• On March 18, 2021 the Company issued 400,000 common shares in the capital of the Company due to exercise of warrants at an exercise price of $0.05 per share for gross proceeds of $20,000.

• On April 14, 2021 the Company issued 200,000 common shares in the capital of the Company due to exercise of warrants at an exercise price of $0.05 per share for gross proceeds of $10,000.

• On April 16, 2021 the Company issued 1,450,000 common shares in the capital of the Company due to exercise of warrants at an exercise price of $0.075 per share for gross proceeds of $108,750 and 1,652,500 common shares in the capital of the Company due to exercise of warrants at an exercise price of $0.05 per share for gross proceeds of $82,625.

Loan advances:

• During the current period, advances of $190,000 were received from a senior officer and director on unsecured notes payable. These promissory notes are due between February 19, 2022 and March 25, 2022 and bear interest at 12% per annum.

Stock options:

No stock options were exercised during the period.

As at April 30, 2021, there were 7,300,000 options outstanding with a weighted average exercise price of $0.05. The options expire on December 14, 2025.

St. Jean 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.

As at April 30, 2021, the classification of the financial instruments, as well as their carrying values and fair values, with comparative figures for October 31, 2020 are shown in the table below:

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	April 30,	2021	October 31, 2020	October 31, 2020
	Fair value	Carrying	Fair value	Carrying
		value		value
Financial assets
Cash	270,697	270,697	29,441	29,441
Accounts receivable(1)	-	-	-	-
Financial liabilities
Accounts payable and
accrued liabilities	1,210,672	1,210,672	1,544,327	1,544,327
Notes payable	519,708	519,708	139,521	139,521
Interest payable	15,800	15,800	1,734	1,734
Other liabilities	85,000	85,000	147,500	147,500

(1) Excluding taxes receivable

In a prior year, Canada Revenue Agency ("CRA") commenced an audit of the Company's tax filings related to flow-through shares. In the prior year, CRA accepted, in part, the Company's original filing. The Company recorded a provision of $85,000 during the prior year related to the obligation to CRA and possible compensation to investors.

The following table summarizes the contractual maturities of the Company’s financial liabilities at April 30, 2021:

	Contractual	Less than
	cash flows	one year
Accounts payable and
accrued liabilities	$ 1,210,672	$ 1,197,339
Notes payable	519,708	334,410
Interest payable	15,800	6,100
Other liabilities	85,000	85,000
	$1,831,180	$1,622,849

The Company is committed to lease payments as follows:

2021	$	7,290
2022		14,579
2023		9,719
	$	31,588

CONTINGENCY

The Company has been named as a defendant in a statement of claim filed on January 5, 2021 in the Province of Ontario. The plaintiff is seeking $814,820 for unpaid compensation, and $1,000,000 for wrongful termination and damages. The financial statements include a provision for unpaid compensation of $241,820. Management has filed a statement of defense and counterclaim. The counterclaim against the plaintiff and other non-arm’s length parties seeks damages up to $3 million, plus further amounts which will be particularized prior to trial. As the outcome of this lawsuit and any liability to the Company cannot be reasonably determined at this time, no additional provisions have been made in the financial statements.

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OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

Additional disclosure concerning the Company’s capitalized exploration and development costs and general and administrative expenses is provided in the unaudited financial statements for the six-month period ended April 30, 2021 which is available on SEDAR.

SHARES ISSUED AND OUTSTANDING

ISSUED SHARE CAPITAL

Statement of Changes in Shareholders’ Equity, Common Shares

Beginning balance Shares issued for non-cash items Share issuance costs Warrant Exercise Balance Beginning balance Private Placements Share issuance costs Balance		April 30, 2021 Number of shares Share Capital	April 30, 2021 Number of shares Share Capital
		83,797,532 $21,190,744 3,615,000 128,250 - (15,122) 6,081,250 340,313
		93,493,782 $21,644,185 October 31, 2020 Number of shares Share Capital
		75,892,532 $21,011,573 7,905,000 197,625 - (18,454)
		83,797,532	$21,190,744

On February 17, 2021 the Company issued 980,000 common shares in the capital of the Company due to exercise of warrants at an exercise price of $0.05 per share for gross proceeds of $49,000.

On March 18, 2021 the Company issued 400,000 common shares in the capital of the Company due to exercise of warrants at an exercise price of $0.05 per share for gross proceeds of $20,000.

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On April 14, 2021 the Company issued 200,000 common shares in the capital of the Company due to exercise of warrants at an exercise price of $0.05 per share for gross proceeds of $10,000.

On April 16, 2021 the Company issued 1,450,000 common shares in the capital of the Company due to exercise of warrants at an exercise price of $0.075 per share for gross proceeds of $108,750 and 1,652,500 common shares in the capital of the Company due to exercise of warrants at an exercise price of $0.05 per share for gross proceeds of $82,625.

Subsequent to the end of the period, on May 5, 2021 the Company issued 200,000 common shares in the capital of the Company due to exercise of warrants at an exercise price of $0.075 per share for gross proceeds of $15,000.

Subsequent to the end of the period, on May 21, 2021 the Company issued 1,600,000 common shares in the capital of the Company due to exercise of options at an exercise price of $0.05 per share for gross proceeds of $80,000.

Subsequent to the end of the period, on May 21, 2021, the Company closed on a private placement for 7,000,000 units at a price of $0.125 per unit for gross proceeds of $875,000. Each unit consisted of one common share and one-half warrant. In connection with the private placement, $45,000 of share issue costs were incurred.

As of June 28, 2021, the date of this MD&A, the Company has the following common shares, stock option and warrants outstanding:

Common shares 122,293,782 Options 5,700,000 Share purchase warrants 14,653,750

OPTIONS

PTIONS
	Number of	Weighted Average
	options	Exercise Price
Balance, November 1, 2020	260,000	$0.20
Granted	7,300,000	$0.05
Expired	(260,000)	$0.20
Exercised	-	-
BalanceApril30,2021	7,300,000	$0.05

Options Granted

A summary of outstanding options as at April 30, 2021 is as follows:

ry of outstanding options as at April 30, 2021 is as follows:	ry of outstanding options as at April 30, 2021 is as follows:
Number of Shares Exercise Expiry Under Option Price Date
	7,300,000 $0.05 December 14, 2025 7,300,000

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WARRANTS

A summary of outstanding warrants as at April 30, 2021 and October 31, 2020 is as follows:

Balance, October 31, 2019 Granted Expired Exercised Balance October 31, 2020 Granted Expired Exercised Balance April 30, 2021	Number of Warrants Weighted Average ExercisePrice
	16,850,750 $0.14 7,905,000 $0.05 - - - -
	24,755,750 $0.11 - - (5,920,750) $0.21 (6,081,250) $0.06
	12,753,750 $0.09

A summary of outstanding warrants as at April 30, 2021 is as follows:

Number of	Exercise	Expiry
Warrants	Price	Date
67,500	$0.22	May 17, 2021
37,500	$0.22	May 29, 2021
1,400,000	$0.075	June 28, 2021
650,000	$0.075	July 18, 2021
1,898,750	$0.05	April 18, 2022
1,637,500	$0.22	May 17, 2022
1,125,000	$0.22	May 29, 2022
285,000	$0.05	June 10, 2022
5,652,500	$0.05	October 9, 2023
12,753,750

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 Management and consulting fees Stock-based compensation Cost of goods sold	Six months ending April 30, 2021 2020
	$ 30,000 $ 130,248 172,081 - - 10,000
Total	$ 202,081 $ 140,248

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Management and consulting fees Partnership of which the former CFO is a partner Company controlled by the former President Company controlled by a director and senior Officer	Six months ending April 30, 2021 2020
	$ - $ 20,248 - 60,000 65,000 60,000

These transactions occurred during the normal course of operations.

RELATED PARTY LOANS

The Company currently has unsecured promissory notes payable to a senior officer and director of the Company, due upon demand, bearing interest at 10% per annum in the amount of $13,000 ($13,000 – October 31, 2020).

The Company currently has unsecured promissory notes payable to a senior officer and director of the Company, due between December 1, 2021 and March 25, 2022, bearing interest at 12% per annum in the total amount of $290,000 ($nil – October 31, 2020).

SUBSEQUENT EVENTS

Subsequent to the end of the period, on May 27, 2021, the Company completed the acquisition of Solid Ultrabattery Inc. (“SUB”), a private Ontario company involved in the research and development of solid state batteries. The Company funded the acquisition of SUB by issuing 22 million common shares in the capital of the Company at a price of $0.06 per common share for a deemed aggregate purchase price of $1,320,000. The purchase of SUB includes two key patents that are fundamental to the design and fabrication of a solid state lithium metal battery that utilizes a solid electrolyte. The novel technology outlined in the patents has the potential for St. Jean to be highly competitive in the commercialization of state of the art rechargeable energy storage systems that will be used in consumer products and vehicles.

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, energy storage, and exploration financing serve to mitigate these risks and therefore are one of the main assets of the Company.

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While the current trend appears to be favorable for an economic recovery as COVID lockdowns are lifted, St. Jean will ensure appropriate levels of oversight is exercised in the commissioning of its R&D facility.

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 St. Jean 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

This MD&A contains forward-looking statements concerning the Company’s business and affairs. In certain cases, forward-looking statements can be identified by the use of words such as ‘‘plans’’, ‘‘expects’’ or ‘‘does not expect’’, “intends” ‘‘budget’’, ‘‘scheduled’’, ‘‘estimates’’, “forecasts’’, ‘‘intends’’, ‘‘anticipates’’ or variations of such words and phrases or state that certain actions, events or results ‘‘may’’, ‘‘could’’, ‘‘would’’, ‘‘might’’ or ‘‘will be taken’’, ‘‘occur’’ or ‘‘be achieved’’.

These forward-looking statements are based on current expectations, and are naturally subject to uncertainty and changes in circumstances that may cause actual results to differ materially 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. Although the Company believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that these expectations will prove to be correct. Such statements include statements with respect to: (i) the expectation that the research with Waterloo to further develop a composite electrolyte for solid electrolyte batteries will further enhance the Company’s intellectual property portfolio focusing on state of the art battery formulations; (ii) the intention for the Company to continue to align with clean energy creation and energy storage companies around the world; (iii) the intention that the Company will continue to pursue sales and other revenue streams through offtake agreements, joint ventures, acquisitions, and material trade; (iv) the plan for further collaboration and business with companies that require advanced materials; (v) management’s anticipation that the Company will not generate significant revenue from its activities during the next few months; (vi) the expectation that the Company will rely on its ability to obtain equity financing for operations; and (vii) management’s anticipation that the Company will be able to raise sufficient capital to further explore and develop its properties and carry out its projects in the future. Statements of past performance should not be construed as an indication of future performance. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors, including those discussed above, could cause actual results to differ materially from

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the results discussed in the forward-looking statements. Any such forward-looking statements are expressly qualified in their entirety by this cautionary statement.

All of the forward-looking statements made in this MD&A are qualified by these cautionary statements. Readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking information is provided as of the date of this MD&A, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as may be required under applicable securities legislation.

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