Wildsky Resources Inc. — Interim / Quarterly Report 2021

Apr 14, 2021

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WILDSKY RESOURCES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the Three Months Ended

February 28, 2021

WILDSKY RESOURCES INC. Management’s Discussion and Analysis For The Three Months Ended February 28, 2021

GENERAL

Wildsky Resources Inc. (“Wildsky” or the “Company”) was incorporated in January 2006 under the laws of British Columbia, Canada. The Company’s registered office is Suite 890 – 580 Hornby Street, Vancouver, British Columbia, Canada. Wildsky is listed on the TSX Venture Exchange under the trading symbol “WSK”. The Company and its subsidiary are in the business of acquisition, exploration and development of mineral properties.

This Management’s Discussion and Analysis (“MD&A”) of the Company has been prepared based on available information up to the date of this report, April 14, 2021, and should be read in conjunction with the Company’s condensed consolidated interim financial statements for the three months ended February 28, 2021 as well as the audited consolidated financial statements for the year ended November 30, 2020.

The financial information disclosed in this MD&A have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“ISAB”). All monetary amounts are expressed in Canadian dollars unless stated otherwise.

The Company’s shares are listed on the TSX Venture Exchange under the symbol “WSK”. Additional information is available on SEDAR at www.sedar.com.

FORWARD-LOOKING STATEMENTS

Information and statements contained in this MD&A that are not historical facts are forward-looking information within the meaning of National Instrument 51-102 Continuous Disclosure Obligations of the Canadian Securities Administrators that involve risks and uncertainties.

This MD&A contains forward-looking statements, such as estimates and statements regarding the Company’s goals and future plans, including words to the effect that the Company expects a stated result or event to occur. These forward-looking statements are subject to known or unknown risks and uncertainties, which could cause actual results or performance of the Company to differ materially from results implied by such forward-looking information. Factors that could cause the actual results to differ include commodity price fluctuations, market capital access, global economy and politics, government regulations, environmental restrictions, exploration results, mineral title disputes, limitation on insurance coverage and availability of consultants delivering timely services, as well as those factors discussed in the section entitled “Risks and Uncertainties” in this MD&A.

Although the Company has attempted to identify important factors that could affect the Company or may cause actual actions, events or results to differ, there may be other causing factors out of the Company’s anticipation or estimation. Forward-looking statements contained herein are made as of the date of this MD&A and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results otherwise. Accordingly, readers are advised not to place undue reliance on forward-looking statements.

OVERVIEW

- Acquisition of niobium tantulum and gold exploration licenses in Nigeria

In December 2020, the Company received TSX-V’s approval on the acquisition of exploration licenes in Nigeria.

On December 3, 2019, the Company entered into a Share Purchase Agreement (the Agreement) with 1187395 BC Limited. (the “Vendor”).

The Vendor, a British Columbia corporation wholly-owned by Mr. Chaoyi Wang, legally and beneficially owns 9,900,000 common shares (the “Shares”) of the 10,000,000 issued and outstanding common shares in the capital of Zijin Midas Nigeria Limited (“ZMNL”). Pursuant to the terms of the Agreement, the Company purcahsed the Shares from the Vendor for cash consideration of US$96,000.

ZMNL holds ten Exploration Licenses (the “EL’s”) in Nigeria, three of the EL’s pertain to niobium-tantalum (“Nb-Ta”) exploration (each being a “Nb-Ti EL”), and the remaining seven EL’s are for gold and lead-zinc exploration (each being a “Au-Pb EL”). The ten EL’s cover a total area of 742 km².

The EL’s are subject to a call option (the “Slight Edge Option”) in favour of Slight Edge HK Limited (“Slight Edge”). Slight Edge’s Nigerian subsidiary assisted ZMNL through the application process which lead to the issuance of the EL’s. According to a call-option deed entered into between ZMNL and Slight Edge, Slight Edge has an option permitting it to obtain up to a 30% interest in the seven Au-Pb EL’s and a 20% interest in the three Nb-Ta EL’s. Slight Edge may exercise its Slight Edge Option before February 8, 2021 by reimbursing ZMNL for its respective percentage of costs and expenses incurred by ZMNL

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WILDSKY RESOURCES INC. Management’s Discussion and Analysis For The Three Months Ended February 28, 2021

with respect to the EL’s.

Private placement

In December 2020, the Company closed a non-brokered, private placement of up to 8,000,000 share units (the “Unit”) of the Company at a price of $0.10 per Unit for gross proceeds up to $800,000. Each Unit shall be comprised of one common share and ½ of one share purchase warrant. Each Warrant shall be exercisable into a common share at a price of $0.15 per share for a period of three years.

Option agreement with Cassiar Gold Corp. (“Margaux”, formerly Margaux Resources Ltd.)

As of October 9, 2020, the Company transferred 100% interest in Cassiar to Margaux in accordance with the option agreement dated on March 25, 2019.

Margaux completed all obligation under the option agreement and issued a total of 11,640,000 common sharea of Margaux. During the year ended November 30, 2020, the Company received 8,148,000 (2019 – 3,492,000) shares of Margaux valued at $4,394,100 (2019 - $1,396,800) at the time of receipt. As of November 30, 2020, the Company holds 21.42% of all the issued and outstanding shares of Margaux.

Convertible debenture financing

On April 23, 2020, the Company closed a non-brokered, private placement of debentures (the “Debentures”) of the Company at a price of $1,000 per Debenture for gross proceeds of $200,000. Each Debenture has the following terms and conditions attached:

1) Term: Twelve months from the date of issuance of the Debentures, subject to an option on the part of the holders thereof to extend the maturity to twenty-four months from the date of issuance of the Debentures.

2) Interest Rate: The Debentures shall bear a simple interest of 10% per annum, accrued monthly, and payable at maturity.

3) Security: The Debentures shall be unsecured.

4) Conversion: The Debenture holder may, at any time and from time to time up to maturity, elect to convert the outstanding Debentures and any interest accrued and unpaid thereon into common shares in the capital of the Company at a price of $0.10 per share.

MINERAL PROPERTY UPDATE

Geology and Mineralization in Nigeria

Nigeria is situated within the Pan-African Mobile Belt and sandwiched between the West African Craton to the west and the Saharan Metacraton to the north and to the southeast. The geology of Nigeria was divided into three major petrological components – Precambrian Basement Complex (≥ 600 Ma), Jurassic Younger Granites (ca. 150 Ma), and Cretaceous to Recent Sedimentary Basins (≤ 145 Ma). The Precambrian Basement Complex can be further subdivided into three lithologic groups, including the migmatite gneiss complex, the schist belts and the Older Granites. The Old Granites as the main intrusive rocks in the Basement Complex are distributed all over the country, especially in the north and in the west; the Jurassic Younger Granites occur within a nearly N-S trending narrow belt in central Nigeria and extend northwards into Niger.

The four major metallogenic provinces in Nigeria are composed of Sn-Ta-Nb Pegmatite Belt of Late Pan-African age, Sn-Nb-Ta Younger Granites of Jurassic age, Pb-Zn Benue Trough of Cretaceous age, and Au Schist Belts of Precambrian ages. The Au Schist Belts and Sn-Ta-Nb Pegmatite Belt fall within the Complex Basement, and the mineral resource associated includes gold, silver, cassiterite, tantalite, columbite, banded iron formation, sillimanite, and gemstones. The province of Younger Granites is notable for its Sn-Nb-Ta mineralization, with other ore minerals of REE minerals, wolframite and accessory minerals of uraninite, thorite, and pyrochlore. In the Benue Trough of the Sedimentary Basins, N-S trending veins with galena, sphalerite, and sometimes chalcopyrite occur mostly at the crest of anticlines, where pockets of uranium occurrences have also been discovered.

Covering the central area of the Properties, the Kenyang Intrusive Complex regionally belongs to the Afu Complex, which is the southernmost occurrences of the Jurassic Younger Granites. The Kenyang Intrusive Complex consists of multiphase granites, including an early-phase pink coarse-grained K-feldspar biotite granite and a late-phase grey fine-grained biotite granite. The Nb-Ta mineralization occurs along the contact zone of two-phase intrusions and mainly exists in the

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WILDSKY RESOURCES INC. Management’s Discussion and Analysis For The Three Months Ended February 28, 2021

endocontact of the late fine-grained granite with pervasive albitization.

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Wildsky’s 10 exploration licenses in Nigeria

At the end of 2020, Company Completed 10 exploration licenses acquisition in Nigeria, the total license area covered 742 square kilometers, including 3 Nb-Ta exploration licenses (Nasarawa Nb-Ta property) on the central Nb-Ta mineralization belt in the middle of country, 4 gold exploration licenses which are located on a regional NE trending greenstone Gold mineralization belt on the west, and 3 lead-Zinc exploration licenses in the young sediment basin on the east.

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WILDSKY RESOURCES INC. Management’s Discussion and Analysis For The Three Months Ended February 28, 2021

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Nasarawa Nb-Ta project

The Nasarawa Nb-Ta Project is located in Nasarawa State in central Nigeria, approximately 88 km southeast of Abuja, the capital city of Nigeria, and about 65 km west of the state capital Lafia. It is covered by three mineral claims, including EL 29624 (the Erigo Property), EL 29625 (the Udegi Property), and EL 29626 (the Akewa Property), with a total area of 47,400 hectares.

The Nasarawa Nb-Ta Project is located at the southern end of the Jurassic Younger Granites Lithological Province, which distinctively carries the Sn-Nb-Ta mineralization. The adjacent Kenyang Mine is only 7.5km away from Nasarawa property, Kengyang represents a typical LCT-granite-hosting Nb-Ta deposit, where primary Nb-Ta mineralization, characterized by disseminated columbite and tantalite, occurs in the endocontact of the roof zone of Jurassic fine-grained biotite granite along with pervasive albitization.

Wildsky completed a series of exploration activities in the second half of 2019 within the Nb-Ta Project area. The assay results from surface geochemical samples show that there is a strong positive correlation between Nb and radioactive elements U and Th. While columbite is a generally non-radioactive mineral, it always coexists with uraninite, thorite, monazite, and other U- or Th-bearing radioactive minerals. Accordingly, these radioactive minerals can serve as good vectors for the occurrence of associated Nb-Ta mineralization.

The geophysical surveys defined the contour of the contact between the late fine-grained granite and the early coarse-grained granite. Most of the geochemical samples with Nb over 100 ppm fall in the NEE-trending late fine-grained granite, and a few in the early coarse-grained granite stay close to the contact zone, which indicates that the Nb-Ta mineralization is controlled by the contact zones of two granitic intrusions, similar as what is observed in Kenyang Mine. Indicated the Nb-Ta Project presents great potential for the discovery of primary Nb-Ta mineralization, and so has sufficient merits to warrant further exploration and evaluation.

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WILDSKY RESOURCES INC. Management’s Discussion and Analysis For The Three Months Ended February 28, 2021

QUARTERLY INFORMATION

		Three month		Three month		Three month		Three month
		period ended		period ended		period ended		period ended
		February 28,		November 30,		August 31,		May 31,
		2021		2020***		2020**		2020
Total assets	$	8,728,603	$	8,952,218	$	12,652,117	$	9,777,436
Working capital (deficiency)		(150,390)		121,510		5,515,808		2,657,651
Shareholders’ equity		7,956,276		8,226,103		9,149,645		6,317,957
Net income (loss) and comprehensive income
(loss)		(263,377)		(923,542)		2,839,647		(94,697)
Earning (loss) pershare–basic and diluted		(0.02)		(0.07)		0.19/0.14		(0.01)
		Three month		Three month		Three month		Three month
		period ended		period ended		period ended		period ended
		February 29,		November 30,		August 31,		May 31,
		2020**		2019**		2019*		2019
Total assets	$	8,870,009	$	9,560,744	$	9,226,845	$	9,317,284
Working capital (deficiency)		732,487		1,459,988		(58,650)		(49,625)
Shareholders’ equity		5,554,167		6,277,178		6,179,490		6,285,029
Net income (loss) and comprehensive income
(loss)		(723,011)		97,688		(224,153)		(113,831)
Loss pershare–basic and diluted		(0.05)		0.01		(0.02)		(0.01)

• During the three months ended August 31, 2019, the Company recorded a stock-based compensation of $118,614 on the grant of 1,400,000 stcok options.

** During the three months ended November 30, 2019, the Company recorded a gain of $349,200 from fair value adjustment on investments. During the three months ended February 29, 2020, the Company recorded a loss of $611,100 from fair value adjustment of the investments.During the three months ended August 31, 2020, the Company recorded a gain of $2,968,200 from fair value adjustment of the investments.

*** During three months ended November 30, 2020, the Company disposed 100% of its subsidiariy Cassiar (2020) Gold Corp. who owns Table Mountain Property and Taurus Property in BC. All related assets and liabilities were deconsolidated as of October 9, 2020. The Company recorded a loss of $345,630 on the disposa of subsidiary.

REVIEW OF FINANCIAL RESULTS

Three months ended February 28, 2021 and February 29, 2020

Net Loss

For the three months ended February 28, 2021, the Company incurred net loss of $263,377 as compared to $723,011 for the same period in 2020.

The significant higher net loss during the comparative three months ended February 29, 2020 is due to $611,100 of decrease in the fair value of 17,460,000 shares of Margaux the Company received in November 2019.

During the three months ended February 28, 2021, the Company recognized $141,111, 21.42% of Margaux’s loss of its first quarter ended December 31, 2020.

Expenses

Expenses for the three months ended February 28, 2021 were $122,266 as compared to $112,790 for the same period in 2020. The losses were consisted of:

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WILDSKY RESOURCES INC. Management’s Discussion and Analysis For The Three Months Ended February 28, 2021

• Accretion of asset retirement obligation during the comparative three months ended February 29, 2020 was $13,346. There was no similar expenses during the current three-month period as the Company disposed the Cassiar Project, together with its assets and liabilities, on October 9, 2020;

• Accretion of interest of $32,032 (2020 - $19,060) is related to $502,000 (2020 - $302,000) of convertible debentures outstanding during the period;

• Amortization expense of $2,836 (2020 - $13,125) is lower as the Company disposed certain capital assets in the subsidiary, Cassiar;

• Directors fee of $4,000 (2020 – $Nil) was accrued to three directors starting December 1, 2020;

• Filing and transfer agent fee of $8,107 (2020 - $9,149) was monthly transfer agent fee and TSX-V annual sustaining fees;

• Management fee of $28,000 (2020 – $24,000) was accrued or paid to a company controlled by the CEO and President, and $18,000 (2020 - $18,000) to a company controlled by the CFO;

• Professional of $11,008 (2020 – $Nil) was maily legal fees related to the closing of the private placement and the acquisition of the the Nigeria property;

• Project investigation fees of $4,084 during the comparative three months ended February 29, 2020 was assay and data work on the niobium-tantalum properties in the Republic of Nigeria;

• Rent and office expenses of $4,688 (2020- $3,858) was comparable;

• Salary and benefits of $10,766 (2020 - $Nil) is due to an executive assistant hired on January 1, 2021.

• Camp maintenance costs during the comparative three months ended February 29, 2020 was $4,055, There was no similar expenses during the current three-month period as the Company disposed the Cassiar Project, together with its assets and liabilities, on October 9, 2020;

LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN

The Company is in the exploration stage and no revenue has been generated to date. At February 28, 2021, the Company had cash of $616,045 (November 30, 2020 - $35,323) and a working capital deficiency of $150,390 (November 30, 2020 – working capital of $121,510).

In the past, operating capital and exploration requirements have been funded primarily from equity financing and the Company will need to arrange equity or other financing in the near future in order to continue in operation. While the Company has been successful in raising capital in the past, there can be no assurance that such financing will be available to the Company in the amount required or that it can be obtained on terms satisfactory to the Company. The Company’s current financial situation indicates material uncertainties that cast significant doubt about the Company’s ability to continue as a going concern.

Cash Flows

Under operating activities, the Company used $66,808 in the three months ended February 28, 2021, as compared with $59,012 in the comparative three months ended February 29, 2020.

In the investing activities, during the three months ended February 28, 2021, the Company paid US$96,000 ($122,496) to acquir the Nigeria project and closed the private placement of $800,000, the proceeds of which are transferred out of the restricted cash. During the comparative three months ended February 29, 2020, the Company purchased $30,961 of geological equipment.

During the three months ended February 28, 2021, the Company incurred $6,450 of share issuance costs on the $800,000 private placement closed in December 2020, the proceeds of which was received in May 2020 and deposited in a restricted GIC. There was no financing activity during the three months ended February 29, 2020.

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WILDSKY RESOURCES INC. Management’s Discussion and Analysis For The Three Months Ended February 28, 2021

SUBSEQUENT EVENTS

None

OUTSTANDING SHARE DATA

The following table summarizes the Company’s outstanding share data as of the date of this MD&A:

	Number of securities
Common shares	22,839,813
Stock options	1,400,000
Warrants	4,000,000

OFF-BALANCE SHEET ARRANGEMENTS

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

RELATED PARTY TRANSACTIONS

The Company entered into the following transactions with related parties during the three months ended February 28, 2021:

a) During the three months ended February 28, 2021, the Company paid or accrued management fee of $28,000 (2020 - $24,000) to a company controlled by the CEO and President. As of February 28, 2021, $86,500 (November 30, 2020 - $84,400) payable to the company controlled by the CEO and President was included in due to related parties.

b) During the three months ended February 28, 2021, the Company paid or accrued management of $18,000 (2020 -$18,000) to a company controlled by the CFO. As of February 28, 2021, $44,000 (November 30, 2020 - $50,300) payable to the company controlled by the CFO was included in due to related parties.

c) During the three months ended February 28, 2021, the Company accrued directors’ fees of $4,000 (2020 -$Nil) to three directors. As of February 28, 2021, $4,000 (November 30, 2020 - $Nil) payable to the three directors was included in due to related parties.

Accounts payable to related parties do not bear interest, are unsecured and repayable on demand.

FINANCIAL INSTRUMENTS AND RELATED RISKS

The Company’s accounts payable and accrued liabilities, due to related parties, and convertible debentures are measured at amortized cost. Its financial assets, GST receivable and reclamation bonds, are also measured at amortized cost. The Company’s carrying values of these items approximate their fair value due to the relatively short periods to maturity of the instruments.

Financial risk management

The Company’s objective in risk management is to maintain its ability to continue as a going concern. It is exposed to the following risks:

Liquidity risk

Liquidity risk is the risk that the Company might not be able to meet its obligations and commitments as they come due. As at February 28, 2021, the Company had cash of $616,045 (November 30, 2020 - $35,323) and a working capital deficiency of $150,390 (November 30, 2020 – working capital of $121,510).

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WILDSKY RESOURCES INC. Management’s Discussion and Analysis For The Three Months Ended February 28, 2021

Credit risk

Credit risk arises from cash held with financial institutions as well as credit exposure on outstanding receivables.

The Company’s cash is held at high-credit rating financial institutions. The Company’s maximum exposure to credit risk is the carrying amounts of cash and receivables on its consolidated statement of financial position.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.

i. Interest rate risk

Interest rate risk arises from changes in market rates of interest that could adversely affect the Company. The Company’s convertible debentures bear interest at 10% per annum. The Company’s exposure to interest rate risk is insignificant.

ii. Foreign currency risk

Foreign currency risk arises from fluctuations in foreign currencies versus the Canadian dollar that could adversely affect reported balances and transactions denominated in those currencies. The Company currently has no significant assets or liabilities and has no revenue or expenses denominated in a foreign currency, so it is not exposed to foreign currency risk.

iii. Equity price risk

Equity price risk arises from market fluctuations in equity prices that could adversely affect the Company’s operations. The Company’s current exposure to equity price risk is limited to declines in the values and volumes including those of its own shares, which could impede its ability to raise additional funds when required.

RISKS AND UNCERTAINTIES

Due to nature of the Company’s business in mineral exploration and development, it is subject to various risks and uncertainties associated with the mining and extraction industry. If any of the following risks occur, the Company’s going concern, operating results and financial position could be adversely impacted.

Exploration Risk

Mineral exploration activities are inherently risky. Few properties that are explored are eventually developed into producing mines. Exploration activities on the Company’s Cassiar mineral properties have not yet resulted in discoveries of commercial mineralization to take the Company to the producing stage. If there are no further discoveries of mineral reserves, the Company may be forced to look for other exploration projects and abandon the existing properties.

Mineral Resources

The mineral resource figures disclosed in the MD&A are estimates only and the Company cannot be certain that specific quantities of gold or other minerals will be realized. These estimates are subject to the assumptions and judgments used in the geological interpretations. Any material changes in the mineralization, grade, metal prices and market conditions could have a serious adverse effect on the economic viabilities of the Company. Until the estimated deposits are mined and processed, the mineral resources and its grades remain estimates only.

Commodity Prices

The Company’s future viability depends largely on the movement of the price of gold as the Company’s mineral resources are primarily of gold. Gold prices have been historically volatile reacting to conditions beyond the Company’s control, including international politics, economic crisis, global supply and demand and investors’ sentiment. These uncertainties and volatility could affect negatively the Company’s ability to raise capital for its exploration activities.

Global Economy and Financial Markets

The Company has no revenue from its operations and relies on the capital markets to raise equity financings for its operations. The ongoing civil war in Syria, instability in the Middle East, proliferate terrorist attacks in Europe and the increase of US interest rate have all adversely affected the global economy. The market uncertainty has led to the capital especially in natural resource sectors with uneconomically low commodity prices. This results in extreme challenges for exploration companies to seek funds from the financial markets.

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WILDSKY RESOURCES INC. Management’s Discussion and Analysis For The Three Months Ended February 28, 2021

Share Price Volatility

The slowdown growth in China since 2014 has resulted in reduced demand of base and precious metals and drastic drops in the share prices of many resource-based companies. As a junior mineral explorer, the Company’s share price has been unavoidably affected by such volatile market conditions, which may not be necessarily related to the financial condition and underlying assets of the Company. For the Company’s ongoing working capital and exploration activities, it relies on the issuance of common shares. The Company’s depressed share price has casted doubt on its ability to raise equity financing.

Government and Environmental Regulations

The Company’s operations are subject to various regulations governing prospecting, permitting, mine safety, labour standards, explosive storage, reclamation, spills, tailings disposal and any other environmental issues. There is no guarantee that new rules and compliances will not be enacted or existing regulations will not be changed and applied in such a way that they may adversely affect the Company’s operations. Environmental legislation has becoming more stringent and penalties are enforced for non-compliance. Compliance with existing and evolving regulations means increasing costs to the Company.

Impact of COVID-19

The Company’s business is exploring mineral properties in British Columbia and searching for mineral property assets to acquire globaly. The management doesn’t think that COVID-19 will have strong impact on the Company’s financial results.

The Company completed the acquision of ten Exploration Licenses (the “EL’s”) in Nigeria, three of the EL’s pertain to niobium-tantalum (“Nb-Ta”) exploration (each being a “Nb-Ti EL”), and the remaining seven EL’s are for gold and lead-zinc exploration (each being a “Au-Pb EL”). Due to the global pandemic of COVID-19, the Company will have diffictulty to send geologists to visit the sites and conduct exploration work. As a result, the exploration and development of the property will be delayed accordingly.

The Company’s financing plan may also be delayed and as a result. Howeverm the Company has no payment commitments on its mineral properties.

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