West Mining Corp. — Management Reports 2023

Apr 3, 2023

West Mining Corp. Management’s Discussion and Analysis For the three months ended January 31, 2023

INTRODUCTION

The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) for the three months ended January 31, 2023 prepared as of March 31, 2023, should be read in conjunction with the unaudited condensed consolidated interim financial statements for the three months ended January 31, 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.

On November 4, 2020, the Company completed its Qualifying Transaction, under which West has acquired all right, title and interest in, to and under an option and joint venture agreement (the "Transaction") respecting the Kagoot Brook Property (the "Kagoot Brook Property"). On December 7, 2020 the Company’s common shares began trading on the Canadian Securities Exchange under the trading symbol “WEST”.

EXPLORATION AND EVALUATION ASSETS

Qualifying Transaction respecting the Kagoot Brook Property

In connection with the Qualifying Transaction, on May 11, 2020, the Company entered into a sale, assignment and assumption agreement (the “Assumption Agreement”) with Origen Resources Inc. (“Origen”) in connection with the purchase and assumption by the Company of all of Origen’s right and interest under an option and joint venture agreement (the “Underlying Agreement”) dated May 10, 2018, as amended January 7, 2020, with Great Atlantic Resources Corp. (“Great Atlantic”). The Qualifying Transaction was completed on November 4, 2020.

As consideration for the Assumption Agreement, the Company issued an aggregate of 500,000 common shares to Origen on November 4, 2020, with a fair value of $117,500. Pursuant to the Underlying Agreement, the Company obtained the right to earn (the “Option”) a 75% interest in the Kagoot Brook Property (the “Kagoot Brook Property”) located near Bathhurst, New Brunswick, comprising of one mineral tenure covering 4,233 hectares.

To successfully exercise the Option, the Company was required to: (a) incur a total of $650,000 in exploration expenditures on or before May 10, 2022; and (b) make aggregate cash payments of $110,000 to Great Atlantic, as follows: $30,000 by May 23, 2020 (paid by Origen); $30,000 by January 23, 2021 (paid); and $50,000 ($28,500 paid) by January 23, 2022.

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West Mining Corp. Management’s Discussion and Analysis For the three months ended January 31, 2023

Pursuant to a sale, assignment and assumption agreement dated June 24, 2021 between the Company and Recharge Resources Ltd. (formerly Le Mare Gold Group) (the “Assignee”), the Company assigned its rights to acquire the 75% interest in, and commitments and obligations related to, the Kagoot Brook Property to the Assignee in exchange for 1,000,000 common shares of the Assignee. The Company recorded a loss on disposal of $101,000, which represents the difference between the carrying value of the Kagoot Brook Property and the fair value of the Assignee’s common shares received.

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 is 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 has been 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:

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West Mining Corp. Management’s Discussion and Analysis For the three months ended January 31, 2023

• 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 held 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 is 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 is 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

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West Mining Corp. Management’s Discussion and Analysis For the three months ended January 31, 2023

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 can 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 three months ended January 31, 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 is obligated to pay an aggregate of $20,000 in cash and issue an aggregate of 300,000 common shares in order to terminate. Accordingly the Blue Cove Copper Property was considered impaired and $108,549 in acquisition and exploration costs were written off.

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West Mining Corp. Management’s Discussion and Analysis For the three months ended January 31, 2023

Summary

The Company’s exploration and evaluation assets activity for the year ended October 31, 2022 and three months ended January 31, 2023 is as follows:

Pilgrim Property Folkestone Property Blue Cove Property Kena Project	**Total **
$ $ $ $ Acquisition costs	$
Balance, October 31, 2021 594,000 1,364,000 - 4,562,847 Addition Cash - - 10,000 - Common shares and units - - 27,500 - Impairment (594,000) - - -	6,520,847 10,000 27,500 (594,000)
Balance, October 31, 2022 - 1,364,000 37,500 4,562,847 Impairment - - (37,500) -	5,964,347 (37,500)
Balance,January31,2023 - 1,364,000 - 4,562,847	5,926,847
Exploration costs Balance, October 31, 2021 - 141,797 - 1,370,731 Addition - 49,238 71,049 886,066	1,512,528 1,006,353
Balance, October 31, 2022 - 191,035 71,049 2,256,797 Addition - - - 78,944 Impairment - - (71,049) -	2,518,881 78,944 (71,049)
Balance,January31,2023 - 191,035 - 2,335,741	2,526,776
Balance, October 31, 2022 - 1,555,035 108,549 6,819,644 Balance, January 31, 2023 - 1,555,035 - 6,898,588	8,483,228 8,453,623
Explorationand evaluationcostswere 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 three months ended January 31, 2023 Assays - - 65,084 Geological consulting - - 9,876 Licenses and permits - - 3,984
Total - - 78,944

RESULTS OF OPERATIONS

Three months ended January 31, 2023

The Company recorded a loss of $520,663 ($0.01 per share) for the three months ended January 31, 2023 (2022 – $447,768 and $0.01 per share). The Company had no revenue, paid no dividends and had no long-

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West Mining Corp. Management’s Discussion and Analysis For the three months ended January 31, 2023

term liabilities during the three months ended January 31, 2023. Variances of note in the operational expenses are:

• Advertising and promotion fees of $235,991 (2022 $108,537) 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 increased during the 2023 fiscal period compared with 2022 as the Company increased its promotional activities.

• Consulting fees of $96,407 (2022 $295,512) Fees decreased during the period ended January 31, 2023 but 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 $37,331 (2022 $51,002) consist mainly of accounting and legal fees. The professional fees decreased during the three months ended January 31, 2023 compared with 2022 as the Company incurred less fees.

• Rent of 9,375 (2022 $24,500) consists of office rent which was paid for the annual tenancy and storage rent.

• Transfer agent and filing fees of $9,816 (2022 $3,000) includes stock transfer and regulatory fees. The transfer agent and filing fees decreased during the three months ended January 31, 2023 compared with 2022, due to a decrease in corporate and share capital activities.

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	THREE MONTHS ENDED
	January 31, 2023 $	October 31, 2022 $	July 31, 2022 $	April 30, 2022 $
Total assets	8,941,499	9,471,110	10,709,537	11,117,007
Working capital	418,070	909,128	1,718,774	2,305,989
Net loss	(520,663)	(1,829,942)	(351,003)	(426,399)
Net loss per share(1)	(0.01)	(0.05)	(0.01)	(0.01)
		THREE MONTHS ENDED
	January 31, 2022 $	October 31, 2021 $	July 31, 2021 $	April 30, 2021 $
Total assets	11,552,531	12,227,087	13,993,280	13,682,358
Working capital	2,893,177	3,563,862	5,048,087	6,301,326
Net loss	(447,768)	(2,035,790)	(832,376)	(1,323,533)
Net loss per share(1)	(0.01)	(0.04)	(0.01)	(0.03)

(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,

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West Mining Corp. Management’s Discussion and Analysis For the three months ended January 31, 2023

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.

The net loss increased during the period ended April 30, 2021 as significant expenditures were incurred relating to the Qualifying Transaction completed on November 4, 2020 and with respect to the mineral properties acquired.

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 as the Company’s activities increased 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.

Total assets and working capital increased during the quarter ended April 30, 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.

LIQUIDITY AND CAPITAL RESOURCES

As at January 31, 2023, the Company had cash of $345,783 and a working capital of $418,070. During the three months ended January 31, 2023, net cash used in operating activities was $257,024, and net cash used in investing activity was $78,944 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.

In March 2020, there was a global pandemic outbreak of COVID-19. The actual and threatened spread of the virus globally has had a material adverse effect on the global economy and specifically, the regional economies in which the Company operates. The pandemic could result in delays in the course of business and could have a negative impact on the stock market, including trading prices of the Company’s shares and its ability to raise new capital. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations at this time. These factors indicate the existence of a material uncertainty that may cast doubt about the Company’s ability to continue as a going concern.

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West Mining Corp. Management’s Discussion and Analysis For the three months ended January 31, 2023

CAPITAL EXPENDITURES

The Company incurred $78,944 in exploration and evaluation expenditures during the three months ended January 31, 2023 (2022 - $218,694).

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 three months ended January 31, 2023 and 2022:

	January 31,	January 31,
	2023	2022
	$	$
Consulting fees	87,500	90,000
Professional fees	28,500	28,500
	116,000	118,500

During the three months ended January 31, 2023, the Company paid consulting fees of $35,000 (2022 – $45,000) to a company controlled by the former CEO of the Company, paid consulting fees of $7,500 (2022 – $nil) for a company controlled by the CEO of the Company, paid professional fees of $28,500 (2022 – $28,500) to a company controlled by the former CFO of the Company, and paid consulting fees of $45,000 (2022 – $45,000) to a company controlled by a former director of the Company.

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 61,827,312 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 to be repayable on the earlier of: (a) December 4, 2020; and (b) 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 earlier of: (a) December 4, 2020; and (b) 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.

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West Mining Corp. Management’s Discussion and Analysis For the three months ended January 31, 2023

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 three months ended January 31, 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.

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