Walker River Resources Corp. — Management Reports 2023

Oct 27, 2023

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Management’s Discussion and Analysis For the three and nine months Ended August 31, 2023 and 2022

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This Management’s Discussion and Analysis (“MD&A”), prepared October 27, 2023, should be read in conjunction with the condensed interim consolidated financial statements and notes for the three and nine months ended August 31, 2023, which were prepared in accordance with International Financial Reporting Standards.

This management’s discussion and analysis may contain forward-looking statements in respect of various matters including upcoming events. The results or events predicted in these forward-looking statements may differ materially from the actual results or events. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

DESCRIPTION OF BUSINESS

Walker River Resources Corp. (the “Company”) was incorporated pursuant to the Business Corporations Act ( British Columbia ) on December 16, 2010, as Rhino Exploration Inc. On March 4, 2013, the Company changed its name to Walker River Resources Corp. The principal business of the Company is the identification, evaluation, and acquisition of mineral properties, as well as exploration of mineral properties once acquired. The Company’s shares are listed for trading on the TSX Venture Exchange under the symbol WRR.

In March of 2017 the Company incorporated a subsidiary, Walker River Resources LLC, a Nevada company (the “Subsidiary”). The Company holds 100% of the issued and outstanding shares of the Subsidiary.

On July 25, 2022, the Company consolidated its capital by combining six existing common shares into one new common share. As a result, all shares, options, warrants and per share amounts were retroactively adjusted.

The Company is an exploration stage company and is in the process of exploring its interest in the Lapon Gold Project (Nevada, USA) (“Lapon Gold Project”) that consists of the Lapon Canyon Project, the Rattlesnake Project (“Rattlesnake”) and the Pikes Peak Project (“Pikes Peak”). At August 31, 2023, the Company had not yet determined whether any of its projects contain ore reserves that are economically recoverable. The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete the development of and future profitable production from the properties or realizing proceeds from their disposition.

EXPLORATION PROJECTS

Total costs incurred on exploration and evaluation assets are summarized as follows:

	Lapon Gold	Garfield
Period ended August 31, 2023	Project	Project		Total
Acquisition costs:
Balance, beginning	$ 3,866,660	$	–	$ 3,866,660
Additions	45,167			45,167
	3,911,827		–	3,911,827
Deferred exploration expenditures:
Balance, beginning	4,189,377		–	4,189,377
Geologist fees and assays	192,876		–	192,876
Equipment depreciation	10,197		–	10,197
	4,392,450		–	4,392,450
Balance, end of theperiod	$ 8,304,277	$	–	$ 8,304,277

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	Lapon Gold	Garfield	Garfield
Year ended November 30, 2022	Project		Project	Total
Acquisition costs:
Balance, beginning	$ 3,828,847	$	156,866	$	3,985,713
Additions	37,813		–		37,813
Write-offproperty	–		(156,866)		(156,866)
	3,866,660		–		3,866,660
Deferred exploration expenditures:
Balance, beginning	3,608,893		19,498		3,628,391
Geologist fees and assays	561,060		–		561,060
Equipment depreciation	19,424		–		19,424
Write-offproperty	–		(19,498)		(19,498)
	4,189,377		–		4,189,377
Balance, end of theyear	$ 8,056,037	$	–	$	8,056,037

Lapon Gold Project, Nevada

The Company owns 100% of the Lapon Canyon Project, which is comprised of 147 claims. The previous owner of the Lapon Canyon Project retains a 1% Net Smelter Return (“NSR”). The Company has an option to buy the NSR for $300,000.

On July 3, 2019, the Company acquired a 100% interest in 15 unpatented lode claims south of the Lapon Canyon Project's range front zone. This was formerly known as the Rattlesnake Project and is now included as part of the Lapon Gold Project. Consideration of $13,081 (US$10,000) was paid and 150,000 common shares of the Company were issued for the Rattlesnake claims.

In 2019, the Company increased its landholdings approximately four kilometres north of the Lapon Canyon Project by acquiring, through staking, an additional 36 claims. This area is known as the Pikes Peak Project.

Costs of the Rattlesnake and Pikes Peak Projects are included in the Lapon Gold Project.

The claims comprising the Rattlesnake and Pikes Peak Projects cover over eight kilometres of possible extensions of the range front zones to the west, north, and south of the Lapon Canyon Project, adding several additional drill target areas to the Lapon Gold Project. Rattlesnake and Pikes Peak Projects contain numerous historical workings that comprise milling facilities, several adits at different levels, underground workings with vertical shafts and a network of existing roads providing access to connect all the historical workings.

2020 Exploration Program

In late 2020 the Company completed a ten-hole reverse circulation (“ RC ”) drill program which was halted at the New Year’ break. Resumption of the RC drill program was delayed in early 2021 by COVID-19 related problems.

2021 Exploration Program

During the first quarter of its 2021 fiscal year, the Company resumed the drill program, and announced drill results from the 2020/21 RC drill program in the second quarter of its 2021 fiscal year. Drill hole LC 21-65 returned 3.45 grams per tonne of gold (“Au”) over 30.5 metres from a depth of 33.5 metres. This was a significant hole as it was drilled approximately 150 metres from the nearest intercept. It also included a higher-grade intercept of 9.65 grams per tonne Au over 1.5 metres, which appears to be on strike with the high-grade corridor located approximately 500 metres to the west. Drill hole LC 21-61 returned 1.22 grams per tonne Au over 7.6 metres from surface. This hole was significant as it demonstrated mineralization in granite. Highlights from previous

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2021 drill results from the Lapon Gold Project include Drill hole LC21-58 returned 9.45 g/t Au over 16.8 meters, at a depth of approximately 15 meters. LC21-57 returned 1.02 g/t Au over 24.4 meters, and 2.12 g/t Au over 9.2 meters, at depths starting at approximately 9 meters. LC20-53 returned 1.04 g/t Au over 59.5 meters, at a depth starting at 7.6 meters. LC20-50 returned 1.42 g/t Au over 13.7, at a depth of starting at 12 meters.

During the month of December 2021, the Company completed regional geological surveys on some of the remote portions of the Lapon Gold Project.

2022 Exploration Program

On March 31, 2022, the Company received drill results from the late 2021 RC drill program. Drill results confirm the discovery of a new high-grade gold-mineralized zone, now called the Hotspot area. LC 21-80 returned 7.62 grams per tonne gold over 48.8 metres, including 77.16 g/t Au over 4.5 metres. LC 21-81 returned 5.68 g/t Au over 60.9 metres, including, 17.76 g/t Au over 18.3 metres, and 99.7 g/t Au over 1.5 metres. LC 21-82 returned 1.84 g/t Au over 122 metres, including 8.61 g/t Au over 9.2 metres, and 4.28 g/t Au over 47.3 metres, the latter two results being in granite. The hole ended in gold mineralization at 122 metres.

In September 2022, the Company restarted its RC drilling program at the Pikes Peak portion of the Lapon Project. A seven-to-ten-hole program is planned here. Following the Pikes Peak program, drilling will move to the Lapon Canyon portion of the Lapon Gold Project. Drilling will be centered on the Hotspot area, located 200 meters above and 250 meters on strike SE of the historic mine workings, and other high-grade drilling intercepts from the Company’s previous drilling in 2016 to 2021.

On November 3, 2022, the Company provided an update on its RC drill program at the Lapon Gold Project. A total of 17 drill holes were completed, and sample preparation of the drill holes has been finalized, with over 1300 samples submitted to certified laboratory facilities in Sparks, NV.

2023 Exploration Program

On February 1, 2023, the Company announced drill results from the late 2022 RC drill program: RC Drill hole LC 22-92 returned 1.65 g/t Au over 97.6 meters at a depth of 24.4 meters including 26.95 g/t Au over 3 meters from a depth of 57.9 meters. RC Drill hole LC 22-94 returned 1.10 g/t Au over 73.2 meters at a depth of 32 meters. RC Drill hole LC 22-93 returned 1.25 g/t Au over 24.4 meters at a depth of 39.6 meters. RC Drill hole LC 22-91 returned 1.05 g/t Au over 35.5 meters at a depth of 27.4 meters.

During the period ending August 31, 2023, the Company undertook an in-depth review and compilation of all previous drill programs (2015-2022) at the Lapon Gold Project. The Company’s geological team’s interpretation of all previous drilling will now allow for a robust drill program at Lapon Canyon Project. The Company anticipates resuming its RC drill program in early 2024, subject to permitting and drill contractor availability.

Garfield Flats Project, Nevada

On July 11, 2018, the Company entered into a definitive agreement (the “Garfield Agreement”) with Nevada Canyon Gold Corp. (“Nevada Canyon”) to acquire all rights and interests in and to an Exploration Lease with Option to Purchase Agreement on the Garfield Flats Project (the “Option Agreement”) for a one-time cash payment of $55,000.

On June 7, 2022, the Company decided not to renew its annual lease on the Garfield Flats Property. As a result, the Company wrote off the balance of the Garfield Flats Property.

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Sampling Methodology, Chain of Custody, Quality Control and Quality Assurance

All sampling was conducted under the supervision of the Company's project geologists and the chain of custody from the drill to the sample preparation facility was continuously monitored. A blank or certified reference material was inserted approximately every tenth sample. The Lapon Canyon Project samples were delivered to American Assay Laboratories’ s certified laboratory facilities in Sparks, NV. The samples were crushed, pulverized and the sample pulps digested and analyzed for gold using fire assay fusion and a 50g gravimetric finish. Higher grade samples used a 1kg screen fire assay with screen to 100 microns and 50g gravimetric finish.

Qualified person

The scientific and technical content and interpretations contained in this MD&A have been reviewed, verified and approved by E. Gauthier, geol., Eng (OIQ) a Qualified Person as defined by NI 43-101, Standards of Disclosure for Mineral Projects.

OPERATIONS

Three months ended August 31, 2023 and 2022

During the three months ended August 31, 2023, the Company reported a net loss of $130,742 (2022 – $427,682). Included in the determination of operating expenses were administrative fees of $21,700 (2022 - $15,625), recovery of consulting fees of $9,343, which resulted from an over-accrual of consulting fees during the quarter ended May 31, 2023, as well as reclassification of certain consulting fees to deferred exploration costs, as these were associated with the exploration program on Lapon Canyon Project (2022 - $123,000), management fees of $56,500 (2022 - $52,000), transfer agent and filing fees of $5,838 (2022 - $8,421) and travel expenses of $22,422 (2022 – $15,559). During the comparative three-month period ended August 31, 2023, the Company recognized a write-down of $176,364, which was associated with the Company’s decision to drop its interest in Garfield Flats Property.

Nine months ended August 31, 2023 and 2022

During the nine months ended August 31, 2023, the Company reported a net loss of $620,989 (2022 - $891,099). Included in the determination of operating expenses were administrative fees of $57,433 (2022 - $45,669), advertising and promotion of $40,590 (2022 – $34,656), consulting fees of $259,208 (2022 - $371,503), management fees of $145,000 (2022 - $142,000) and travel expenses of $50,277 (2022 – $41,033). During the comparative nine-month period ended August 31, 2023, the Company recognized a write-down of $176,364, which was associated with the Company’s decision to drop its interest in Garfield Flats Property.

SUMMARY OF QUARTERLY RESULTS

		August 31,		May 31,	February 28,	February 28,	November 30,	November 30,
		2023		2023		2023		2022
Revenue	$	-	$	-	$	-	$	-
Net gain (loss)	$	(130,742)	$	(250,815)	$	(239,432)	$	(863,054)
Basic and dilutedloss pershare	$	(0.00)	$	(0.01)	$	(0.01)	$	(0.02)

		August 31,		May 31,	February 28,	February 28,	November 30,	November 30,
		2022		2022		2022		2021
Revenue	$	-	$	-	$	-	$	-
Net gain (loss)	$	(427,682)	$	(273,201)	$	(190,216)	$	296,424
Basic and diluted loss per share	$	(0.01)	$	(0.01)	$	(0.01)	$	0.01

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LIQUIDITY AND CAPITAL RESOURCES

The Company’s cash at August 31, 2023, was $414,996 as compared to $690,620 at November 30, 2022.

On June 16, 2023, the Company closed a $500,000 non-brokered Private Placement financing (“the June Private Placement”) issuing 3,125,000 units (the “June Units”) at a price of $0.16 per June Unit. Each June Unit consists of one common share and one share purchase warrant, whereby each warrant can be exercised into an additional share at $0.20 per share, expiring on June 16, 2025. In connection with the June Private Placement, the Company paid $9,436 in cash finders’ fees and $5,793 in regulatory and transfer agent fees. In addition, the Company issued a total of 58,975 non-transferable finders’ warrants to acquire one common share at a price of $0.20 per common share expiring on June 16, 2025.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

RELATED PARTY TRANSACTIONS AND BALANCES

a) Related party transactions

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. During the nine-month periods ended August 31, 2023 and 2022, the following amounts were incurred or paid to officers, directors and/or their related companies:

	August 31,	August 31,
	2023	2022
Advertising and promotion (i)	$ 7,500	$ 7,500
Consulting fees (ii)	45,000	45,000
Deferred exploration expense (iii)	81,000	146,107
Management fees(iv)	140,000	142,000
	$ 273,500	$ 340,607

• i) The Company paid or accrued $7,500 (August 31, 2022: $7,500) in advertising to a related company. Advertising includes investor relation and promotional activities.

• ii) The Company paid or accrued $45,000 (August 31, 2022: $45,000) in consulting fees to a director of the Company.

• iii) The Company incurred $81,000 for deferred exploration expenses on the Lapon Gold Project to a related company. During the comparative period, the Company incurred $146,107 for deferred exploration expenses on the Lapon Gold Project to related companies and directors of the Company.

• iv) The Company paid or accrued $140,000 (August 31, 2022: $142,000) in key management compensation to two of its directors and officers. Key management includes directors and key officers of the Company, including the President, CEO and CFO.

b) Related party balances

The following amounts were due to related parties as at August 31, 2023 and at November 30, 2022:

• i) Amounts due to related parties include a balance due to a director and officer of the Company for management fee of $4,675 (November 30, 2022: $13,318). This amount is unsecured, non-interest bearing, with no fixed terms of repayment.

• ii) Amounts due to related parties include a balance due to a director and officer of the Company for management fees of $32,800 (November 30, 2022: $30,650). This amount is unsecured, non-interest bearing, with no fixed terms of repayment.

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• c) As part of the Private Placement the Company closed on June 16, 2023, one of the directors of the Company converted a total of $17,200 accrued to him on account of management fees into 107,500 June Units.

CONTINGENCY

During the year ended November 30, 2021, the Company received a legal claim against the Company arising in the normal course of operations. Management is of the opinion that the outcome of any potential litigation will not have a material adverse impact on the Company’s financial position or results of operations. Accordingly, the accounts payable and accrued liabilities do not include any provisions for the settlement of the claim.

SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

All significant accounting policies and critical accounting estimates are fully disclosed in Note 3 of the condensed interim consolidated financial statements for the three and nine months ended August 31, 2023.

FINANCIAL INSTRUMENTS

The following is the Company’s accounting policy for financial instruments:

(i) Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-byinstrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

The following table shows the classification of the Company’s financial instruments :

Financial assets/liabilities	Classification
Cash	FVTPL
Receivables	Amortized cost
Loan receivable	Amortized cost
Accounts payable	Amortized cost
Due torelated parties	Amortized cost

(ii) Measurement

Financial assets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statement of comprehensive loss in the period in which they arise.

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Debt investments at FVTOCI

These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognised in profit or loss. Other net gains and losses are recognised in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.

Equity investments at FVTOCI

These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss.

(iii) Impairment of financial assets at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

(iv) Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.

Financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and / or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

Gains and losses on derecognition are generally recognized in profit or loss.

OUTSTANDING SHARE DATA

As at the date of this MD&A, the following securities were outstanding:

Type of Securities	Quantity
Common shares	40,251,862
Options	3,400,000
Warrants	5,583,975
Totalcommonshares (fully diluted)	**49,235,837 **

ADDITIONAL INFORMATION

Additional information concerning the Company and its operations is available on SEDAR at www.sedar.com.

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