West Mining Corp. — Interim / Quarterly Report 2023

Jun 21, 2023

INTRODUCTION

The following management's discussion and analysis of financial condition and results of operations ("MD&A") for the six months ended April 30, 2023 prepared as of June 21, 2023, should be read in conjunction with the unaudited condensed consolidated interim financial statements for the six months ended April 30, 2023 and the related notes thereto of West Mining Corp. ("the Company" or "West"), together with the audited financial statements of the Company for the year ended October 31, 2022. The MD&A is the responsibility of management and has been reviewed and approved by the Board of Directors of the Company.

The referenced consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and related IFRS Interpretations Committee ("IFRIC's") as issued by the International Accounting Standards Board ("IASB"). All dollar amounts are expressed in Canadian dollars unless otherwise indicated.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

The following discussion and analysis may contain forward-looking statements which are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forward-looking statements in light of the risks as set forth in the following discussion.

COMPANY OVERVIEW

The Company was incorporated under the Company Act of British Columbia on August 28, 2017. The Company's registered and records office is located at Suite 4204-1011 West Cordova Street Vancouver, British Columbia, Canada V6C 0B2. The Company's common shares trade on the Canadian Securities Exchange under the trading symbol "WEST".

EXPLORATION AND EVALUATION ASSETS

Pilgrim Property

On December 23, 2020, the Company entered into a share purchase agreement (the "Share Purchase Agreement") with shareholders of Pilgrim Exploration Corp. ("Pilgrim"), under which the Company acquired all of Pilgrim's issued and outstanding common shares. Pilgrim was the registered holder of 10 mineral exploration claims located in the Nelson Mining District in British Columbia. In exchange for the purchase of Pilgrim's shares, the Company issued 3,000,000 units valued at $540,000. Each unit is comprised of one common share and one-half of one share purchase warrant exercisable into one common share at an exercise price of $0.35 for a period of two years from the date of issuance.

In connection with the transaction, the Company also issued 300,000 units as finder's fees, with each unit comprising of one common share and one common share purchase warrant. Each warrant was exercisable into one common share at an exercise price of $0.63 for a period of two years from the date of issuance.

The acquisition of Pilgrim did not meet the definition of a business combination, and therefore has been accounted for as an asset purchase of mineral property interests with the Company acquiring the outstanding shares of Pilgrim on December 23, 2020. The consideration for the acquisition of Pilgrim was based on the fair value of the units issued as of the date of their issuance.

The following table summarizes the fair value of the total consideration paid and the aggregate fair value of identified assets acquired and liabilities assumed:

Purchase price	$
3,000,000 units of the Company	540,000
300,000 units for finders' fees	54,000
	594,000
Net assets acquired	$
Exploration and evaluation assets	594,000

During the year ended October 31, 2022, the company determined that further exploration of the Pilgrim property was not planned as it focuses on other properties and accordingly the Pilgrim property was considered impaired and $594,000 in acquisition costs were written off.

Kena Project

During the year ended October 31, 2021, the Company acquired a 100% interest in the Kena Project upon execution of the Option Agreement, the Amended Agreement and the Apex Agreement (as defined below). The Company also purchased additional claims to complement the Kena Project on March 22, 2021, as described below. The Kena Project consists of mineral claims and crown grants located in the Nelson Mining District in British Columbia, and is subject to various NSRs ranging from 1% to 3% which may be purchased for cash consideration.

Option Agreement

On December 24, 2020, the Company entered into an option agreement (the "Option Agreement") with Boundary Gold and Copper Mining Ltd. ("Boundary"), and Boundary's wholly-owned subsidiary, 1994854 Alberta Ltd. ("1994854"), to acquire 174 mineral claims and 11 crown grants comprising the Kena and Daylight gold-copper properties (the "Kena Project"). Under the Option Agreement, the Company had the option to earn an 80% interest in and to the properties by completing the following:

• i. Make aggregate cash payments of $1,325,000 ($325,000 paid);
• ii. Issue an aggregate of 7,361,112 common shares (1,805,556 common shares issued with a fair value of $325,000); and
• iii. Incur an aggregate of $2,211,000 in exploration expenditures (incurred $1,735,925).

The Company also issued 285,395 common shares valued at $51,371 for finder's fees.

The Company also had the option to acquire the remaining 20% interest in the Kena Project by making a further cash payment of $2,000,000 upon earning its 80% interest.

Amended Agreement to purchase 1994854

Pursuant to an amending agreement dated April 7, 2021 with Boundary ("Amended Agreement"), the Company acquired all of the issued and outstanding shares of 1994854 from Boundary, by making a cash payment of $800,000 and issuing a further 5,555,556 common shares to Boundary with a fair value of $1,888,889. The remaining commitments under the Option Agreement were waived upon the Company's purchase of 1994854. 1994854 holds the underlying 80% interest in the Kena Project.

The Company also paid finder's fees of $80,000 and issued 555,556 common shares with a fair value of $188,889.

Apex Agreement to purchase remaining 20% interest

Pursuant to an asset purchase agreement dated April 7, 2021 with Apex Resources Inc. ("Apex") ("Apex Agreement"), the Company acquired Apex's interest in the Kena Project from Apex in exchange for cash payments totaling $300,000 and issuance of 1,500,000 common shares of the Company valued at $480,000.

Apex retained a 1% NSR royalty on the Kena Project, which the Company has a right to purchase for a cash payment of $500,000 at any time prior to the commencement of commercial production on the Kena Project.

Athabasca Mine

On March 22, 2021, the Company entered into a claims purchase agreement with 802213 Alberta Ltd., under which the Company acquired 17 mineral claims, contiguous to the Kena Project. In exchange for the claims, the Company paid $27,087 and issued 85,000 common shares of the Company.

On August 4, 2021, the Company entered into a claims purchase agreement with 802213 Alberta Ltd., under which the Company acquired 5 additional mineral claims, contiguous to the Kena Project. In exchange for the claims, the Company paid $25,210.

Folkestone Property

On January 25, 2021, the Company entered into a share purchase agreement with shareholders of Folkestone Mining Corp. ("Folkestone"), under which the Company acquired all of Folkestone's issued and outstanding shares. Folkestone is the registered holder of 4 mineral exploration claims located in the Spanish Mountain District in British Columbia and 3 claims in the Junkers District in British Columbia. In exchange for the purchase of Folkestone's shares, the Company issued 3,100,000 units of the Company, valued at $1,240,000. Each unit is comprised of one common share and one share purchase warrant. Each warrant was exercisable into one common share at an exercise price of $0.42 for a period of two years from the date of issuance.

In connection with the transaction, the Company issued 310,000 units for finder's fees, with each unit comprising of one common share and one common share purchase warrant. Each warrant was exercisable into one common share at an exercise price of $0.63 for a period of two years from the date of issuance.

The transaction did not meet the definition of a business combination and therefore, has been accounted for as an asset purchase of mineral property interests with the Company acquiring the outstanding shares of Folkestone on January 25, 2021. The consideration for the acquisition of Folkestone has been calculated at fair value of the units issued on the date of issuance.

The following table summarizes the fair value of the total consideration paid and the aggregate fair value of identified assets acquired and liabilities assumed:

Purchase price	$
3,100,000 units of the Company	1,240,000
310,000 units for finders' fees	124,000
	1,364,000
Net assets acquired	$
Exploration and evaluation assets	1,364,000

Blue Cove Copper Property

On February 4, 2022, the Company entered into an option agreement to acquire a 100% undivided right, title and interest in and to the Blue Cove Copper Property covering 232 mineral claims (5,800 hectares) located near Terrenceville, Newfoundland. Under the terms of the option agreement, the Company could earn its 100% interest by issuing 1,700,000 common shares, making cash payments of $160,000 and incurring $750,000 in exploration expenditures in aggregate. The investment in the Blue Cove Copper Property was subject to a 3% NSR. The Company could purchase one-third (1%) of the NSR for $1,000,000 at any time.

During the year ended October 31, 2022, the Company paid $10,000 and issued 250,000 common shares, valued at $27,500. During the six months ended April 30, 2023, the Company determined it would not pursue further exploration of the Blue Cove Copper Property and on February 15, 2023, the Company entered into a termination agreement with the optionor. Pursuant to the termination agreement, the Company paid $20,000 in cash and issued 300,000 common shares with a fair value of $12,000 in order to terminate. Accordingly the Blue Cove Copper Property was considered impaired and $140,549 in acquisition and exploration costs were written off.

Summary

The Company's exploration and evaluation assets activity for the year ended October 31, 2022 and six months ended April 30, 2023 is as follows:

			Blue
	Pilgrim	Folkestone	Cove	Kena
	Property	Property	Property	Project	Total
	$	$	$	$	$
Acquisition costs
Balance, October 31, 2021	594,000	1,364,000	-	4,562,847	6,520,847
Addition
Cash	-	-	10,000	-	10,000
Common shares and units	-	-	27,500	-	27,500
Impairment	(594,000)	-	-	-	(594,000)
Balance, October 31, 2022	-	1,364,000	37,500	4,562,847	5,964,347
Addition
Cash	-	-	20,000	-	20,000
Common shares and units	-	-	12,000	-	12,000
Impairment	-	-	(69,500)	-	(69,500)
Balance, January 31, 2023	-	1,364,000	-	4,562,847	5,926,847
Exploration costs
Balance, October 31, 2021	-	141,797	-	1,370,731	1,512,528
Addition	-	49,238	71,049	886,066	1,006,353
Balance, October 31, 2022	-	191,035	71,049	2,256,797	2,518,881
Addition	-	-	-	90,813	90,813
Impairment	-	-	(71,049)	-	(71,049)
Balance, January 31, 2023	-	191,035	-	2,347,610	2,538,645
Balance, October 31, 2022	-	1,555,035	108,549	6,819,644	8,483,228
Balance, April 30, 2023	-	1,555,035	-	6,910,457	8,465,492

West Mining Corp. Management's Discussion and Analysis For the six months ended April 30, 2023

Exploration and evaluation costs were comprised of:

	Folkstone	Blue Cove	Kena Project
	$	$	$
For the year ended October 31, 2022
Assays	-	9,086	227,105
Drilling	-	-	296,734
Exploration	-	-	68,249
Field supplies	-	-	85,340
Geological consulting	49,238	61,963	253,301
Licenses and permits	-	-	4,575
Total	49,238	71,049	886,066
For the six monthsended April 30, 2023
Assays	-	-	65,084
Field equipment	-	-	6,070
Geological consulting	-	-	9,876
Licenses and permits	-	-	3,984
Transportation and freight	-	-	5,799
Total	-	-	90,813

RESULTS OF OPERATIONS

Six months ended April 30, 2023

The Company recorded a loss of $1,022,699 ($0.02 per share) for the six months ended April 30, 2023 (2022 – $874,167 and $0.02 per share). The Company had no revenue, paid no dividends and had no longterm liabilities during the six months ended April 30, 2023. Variances of note in the operational expenses are:

Advertising and promotion fees of $251,610 (2022 - $222,281) consists of marketing expenses incurred to inform investors with marketing efforts. This included corporate presentations, corporate materials, concerted marketing and promotional efforts, actively promoting the entity and market awareness during the period. Fees increased during the 2023 fiscal period compared with 2022 as the Company increased its promotional activities. The majority of the promotional activities were incurred in the first quarter of 2023.

Consulting fees of $359,030 (2022 - $449,087) consist of due diligence work performed by consultants with respect to the mineral properties, and consulting fees charged by management of the Company for managing the business. Fees decreased during the period ended April 30, 2023 due to a change in management, and lower consulting fees are charged by new management.

Professional fees of $146,549 (2022 - $138,150) consist mainly of accounting and legal fees. Professional fees were higher during the 2023 fiscal period due to higher audit fees compared with 2022.

Rent of $12,500 (2022 - $46.917) consists of office rent which was paid for the annual tenancy and storage rent.

Transfer agent and filing fees of $45,692 (2022 - $37,044) includes stock transfer and regulatory fees. The transfer agent and filing fees increased during the six months ended April 30, 2023 compared with 2022, due to an increase in corporate and share capital activities.

Three months ended April 30, 2023

The Company recorded a loss of $502,036 ($0.01 per share) for the three months ended April 30, 2023 (2022 – $426,398 and $0.01 per share). The Company had no revenue, paid no dividends and had no longterm liabilities during the three months ended April 30, 2023. Variances of note in the operational expenses are:

West Mining Corp. Management's Discussion and Analysis For the six months ended April 30, 2023

Advertising and promotion fees of $15,619 (2022 - $113,744) consists of marketing expenses incurred to inform investors with marketing efforts as the Company focused on expanding the operational activities during the period. This included corporate presentations, corporate materials, concerted marketing and promotional efforts, actively promoting the entity and market awareness during the period. Fees decreased during the 2023 fiscal period compared with 2022 as the Company decreased its promotional activities during the quarter in order to conserve cash.

Consulting fees of $262,623 (2022 - $153,575) consist of due diligence work performed by consultants with respect to the mineral properties, and consulting fees charged by management of the Company for managing the business.

Professional fees of $109,218 (2022 - $87,148) consist mainly of accounting and legal fees. Professional fees were higher during the 2023 fiscal period due to higher audit fees compared with 2022.

Rent of $3,125 (2022 - $22,417) consists of office rent which was paid for the annual tenancy and storage rent.

SUMMARY OF SELECTED QUARTERLY RESULTS (UNAUDITED)

The following table sets forth selected financial information from the Company's unaudited quarterly consolidated financial statements for the eight most recently completed quarters.

	THREE MONTHS ENDED
	April30,2023$	January 31,2023$	October 31,2022$	July 31,2022$
Total assets	8,582,323	8,941,499	9,471,110	10,709,537
Working capital (deficiency)	(83,835)	418,070	909,128	1,718,774
Net loss	(502,036)	(520,663)	(1,829,942)	(351,003)
Net lossper share(1)	(0.01)	(0.01)	(0.05)	(0.01)

	THREE MONTHS ENDED
	April30,2022$	January31,2022$	October 31,2021$	July 31,2021$
Total assets	11,117,007	11,552,531	12,227,087	13,993,280
Working capital	2,305,988	2,893,177	3,563,862	5,048,087
Net loss	(426,399)	(447,768)	(2,035,790)	(832,376)
per share(1)Net loss	(0.01)	(0.01)	(0.04)	(0.01)

(1)The basic and fully diluted calculations result in the same value due to the anti-dilutive effect of outstanding stock options and warrants if any.

During the quarter ended October 31, 2022, the Company determined that further exploration of the Pilgrim property was not planned as it focuses on other properties and accordingly the Pilgrim property was considered impaired and $594,000 in acquisition costs were written off. In addition, on October 31, 2022, the Company assessed the collectability of the loan receivable and deemed it irrecoverable. Accordingly, an impairment expense of $280,231 was recorded in the statement of loss and comprehensive loss.

The Company incurred $1,352,165 of stock-based compensation during the quarter ended October 31, 2021 for the vesting of previously granted stock options, to consultants, directors and officers of the Company, which increased net loss significantly compared to the other quarters.

Total assets and working capital have been decreasing quarter over quarter, as a result of cash spent on exploration and evaluation asset expenditures and on administrative expenses during the quarter.

Total assets and working capital increased during the period ended October 31, 2021 largely as a result of proceeds received from the private placements and shares issued for property acquisition costs.

FINANCING ACTIVITIES

During the year ended October 31, 2022, the Company issued 250,000 common shares in connection with the acquisition of the Blue Cove Copper Property. The estimated fair value of the common shares at issuance was $27,500.

During the year ended October 31, 2022, the Company cancelled 165,000 shares amounting to $70,800 due to incorrect registrations made in the previous year.

During the six months ended April 30, 2023, the Company issued 200,000 shares for gross proceeds of $20,000 due to exercise of restricted stock units.

During the six months ended April 30, 2023, the Company issued 300,000 shares at a fair value of $12,000 pursuant to the termination agreement for the Blue Cove Copper Property.

LIQUIDITY AND CAPITAL RESOURCES

As at April 30, 2023 the Company had cash of $11,465 and a working capital deficiency of $83,835. During the six months ended April 30, 2023, net cash used in operating activities was $559,473, and net cash used in investing activity was $110,813 incurred for exploration and evaluation assets.

The Company's objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and to maintain a flexible capital structure that optimizes the costs of capital within a framework of acceptable risk. In the management of capital, the Company includes the components of shareholders' equity as well as cash. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may issue new shares, issue debt, acquire or dispose of assets or adjust the amount of cash. The Company is dependent on the capital markets as its primary source of operating working capital and the Company's capital resources are largely determined by its ability to compete for investor support of its projects.

As of April 30, 2023, the Company has an accumulated deficit of $10,875,938. The Company expects to incur further losses in the development of its business. The Company's ability to continue as a going concern is dependent upon its ability to raise adequate funding through equity or debt financings to discharge its liabilities as they come due. Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. These factors indicate the existence of a material uncertainty that may cast doubt about the Company's ability to continue as a going concern.

CAPITAL EXPENDITURES

The Company incurred $110,813 in exploration and evaluation expenditures during the six months ended April 30, 2023 (2022 - $375,194).

RELATED PARTY TRANSACTIONS

Key management of the Company includes the Chief Executive Officer, Chief Financial Officer and directors of the Company. The Company incurred the following charges with directors and officers of the Company and/or companies controlled by them during the six months ended April 30, 2023 and 2022:

	April30,2023	April 30,2022
	$	$
Consulting fees	75,612	180,000
Professional fees	47,500	57,000
	123,112	237,000

During the six months ended April 30, 2023, the Company paid consulting fees of $45,000 (2022 – $90,000) to a company controlled by the former CEO of the Company, paid $22,500 (2022 – $nil) to a company controlled by the CEO of the Company, paid professional fees of $47,500 (2022 – $57,000) to a company controlled by the former CFO of the Company, paid consulting fees of $8,112 (2022 – $nil) to a company in which the CFO of the Company is a shareholder, and paid consulting fees of $nil (2022 – $90,000) to a company controlled by a former director of the Company.

As at April 30, 2023, the Company owes $33,204 (2022 - $Nil) to related parties. Related party transactions are measured at the exchange amount of consideration agreed between the related parties.

CURRENT SHARE DATA

As at the date of this MD&A, the Company has 61,462,312 common shares issued and outstanding including 531,000 held in escrow.

TERMINATED QUALIFYING TRANSACTION

The Company entered into a non-binding letter of intent ("LOI") on December 4, 2019 in connection with a proposed acquisition of 1Five2 Tech Solutions Ltd ("152 Tech"). The proposed acquisition was intended to qualify as the Company's Qualifying Transaction and was expected to proceed by way of a "threecornered amalgamation" under which a wholly-owned subsidiary of the Company would amalgamate with 152 Tech.

In conjunction with the execution of the LOI, the Company provided 152 Tech with a loan in the amount of $25,000. The loan was unsecured, bore interest at 6% per year, compounded monthly, and was repayable on the date which was 90 days after the date on which the LOI was terminated for any reason other than the execution of the definitive agreement.

The Company also provided a line of credit loan (the "Secured Loan") of $225,000 to 152 Tech. The Secured Loan was secured against all of the assets of 152 Tech. The Secured Loan bore interest at 6% per year, compounded monthly; and was to be repayable on the date which was 90 days after the date on which the LOI was terminated for any reason other than the execution of the definitive agreement.

During the year ended October 31, 2021, the LOI expired and the proposed acquisition was terminated. The loan remained unpaid past its due date. The Company recorded interest revenue of $16,280 on the loans advanced to 152 Tech. As at October 31, 2021, the total loan receivable balance was $280,231. On October 31, 2022, the Company assessed the collectability of the loan receivable and deemed it irrecoverable. Accordingly, an impairment expense of $280,231 was recorded in the statement of loss and comprehensive loss.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

DISCLOSURE CONTROLS AND PROCEDURES

In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer's Annual and Interim Filings) ("NI 52-109"), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the unaudited condensed consolidated interim financial statements for the six months ended April 30, 2023 and this accompanying MD&A.

In contrast to the full certificate under NI 52-109, the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109. For further information the reader should refer to the Venture Issuer Basic Certificates filed by the Company with the Annual Filings on SEDAR at www.sedar.com.

RISKS AND UNCERTAINTIES

The Company is currently subject to financial and regulatory risks. The financial risk is derived from the uncertainty pertaining to the Company's ability to raise capital to continue operations. Regulatory risks include the possible delays in getting regulatory approval for the transactions that the Board of Directors believe to be in the best interest of the Company, and include increased fees for filings and the introduction of ever more complex reporting requirements, the cost of which the Company must meet in order to maintain its exchange listing.

There is no assurance that the exploration of the Company's properties will be successful in its quest to find a commercially viable quantity of mineral resources. The Company's exploration and development activities may be affected by changes in government and the nature of various government regulations relating to the mining industry. The Company cannot predict the government's positions on mining concessions, land tenure, environmental regulation or taxation. A change in government positions on these issues could adversely affect the Company's business and/or its holdings, assets and operations. Any changes in regulations are beyond the control of the Company.

OTHER INFORMATION

Additional information relating to the Company can be found on SEDAR at www.sedar.com.