Canoe Mining Ventures : 2020 Annual MD&A

MANAGEMENT'S DISCUSSION AND ANALYSIS

CANOE MINING VENTURES CORP.

YEAR ENDED DECEMBER 31, 2020

(EXPRESSED IN CANADIAN DOLLARS)

Canoe Mining Ventures Corp.

Management's Discussion & Analysis

Year Ended December 31, 2020

Discussion dated: April 30, 2021

Introduction

The following management discussion & analysis ("MD&A") of the financial condition and results of the operations of Canoe Mining Ventures Corp. ("Canoe" or the "Company") constitutes management's review of the factors that affected the Company's financial and operating performance for the year ended December 31, 2020. This MD&A was written to comply with the requirements of National Instruments 51- 102 - Continuous Disclosure Obligations. This discussion should be read in conjunction with the audited annual consolidated financial statements of the Company for the years ended December 31, 2020 and 2019, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The Company's consolidated financial statements and the financial information contained in this MD&A are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee ("IFRIC"). Information contained herein is presented as of April 30, 2021, unless otherwise indicated.

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors (the "Board"), considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Canoe common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Information about the Company and its operations can be obtained from the offices of the Company or on the System for Electronic Documents Analysis and Retrieval ("SEDAR") and is available for review under the Company's profile on the SEDAR website (www.sedar.com).

Description of Business

The Company was incorporated under the Canada Business Corporations Act on June 10, 2011. The Company's shares are publicly traded on the TSX Venture Exchange ("TSXV") under the symbol CLV.

The Company's principal business is the acquisition, exploration and, if warranted, the development of mineral properties. The Company's exploration activities are focused on its gold property in Northern Ontario, Canada. Further details on the properties can be found in the Exploration and Evaluation Update section below.

Cautionary Note Regarding Forward-Looking Information

This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as "forward-looking statements"). These statements relate to future events or the Company's future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward-

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Canoe Mining Ventures Corp.

Management's Discussion & Analysis

Year Ended December 31, 2020

Discussion dated: April 30, 2021

looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements.

Forward-looking statements		Assumptions			Risk factors
The Company will be able to	The Company has anticipated all	Unforeseen		costs	to	the
continue its business activities.	material costs and the operating	Company		will	arise;	ongoing
	activities of the Company, and	uncertainties	relating	to	the
	such costs and activities will be	COVID-19	pandemic;	any
	consistent	with	the Company's	particular		operating		cost
	current	expectations;	the	increase or decrease from the
	Company will be able to obtain	date of the estimation; and
	equity funding when required.		capital	markets	not		being
						favourable	for	funding	resulting
						in the Company not being able
						to obtain		financing		when
						required or on acceptable terms.
The Company will be able to	The operating activities of the	Sufficient		funds	not		being
carry out anticipated business	Company for the three months	available;	ongoing	uncertainties
plans.	ending December 31, 2020, will	relating to the COVID-19
	be	consistent	with	the	pandemic;	increases in costs;
	Company's current expectations.	the Company may be unable to
						retain key personnel.

Inherent in forward-looking statements are risks, uncertainties and other factors beyond the Company's ability to predict or control. Please also make reference to those risk factors referenced in the "Risk Factors" section below. Readers are cautioned that the above chart does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements, and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

Operating Highlights

Corporate Update

On May 22, 2020, the Company announced the appointment of Dr. Roger Laine as an independent member of the Board. Roger Laine, PhD., is a geological engineer with over 40 years of experience in advanced mineral exploration, development, geo-statistics and reserve estimating, copper and copper- gold porphyry deposits, underground and open pit mines, grade, and quality control using advance computerized information systems.

On May 22, 2020, the Company granted 1,100,000 options exercisable at $0.20 per share to the Board

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Canoe Mining Ventures Corp.

Management's Discussion & Analysis

Year Ended December 31, 2020

Discussion dated: April 30, 2021

and consultants, in accordance with the Company's stock option plan. The options have a five-year term and vested immediately upon grant.

Exploration and Evaluation Update

The Company's exploration strategy is to acquire mineral resources properties and then conduct a strategic, focused and geological, geochemical, and geophysical exploration program over that land package.

The Company is reviewing opportunities in connection with the potential acquisition of new projects.

Kerrs Gold Property, Ontario

The Company is currently reviewing geological information as a desktop regional exploration study and will expend a minimal budget at this time to explore the property. The Company is also reviewing joint venture opportunities to allow others to explore the project on Canoe's behalf.

The Company is resuming the exploration and evaluation of the Kerrs Gold Property located on the south shore of Lake Abitibi in the Larder Lake Mining Division.

In November 2019, the Company through its 100% owned subsidiary, Sheltered Oak Resources Inc., completed a detailed magnetic survey using drone technology over the 12 leased claims and 79 claim cells that contained the "Kerrs" Gold Deposit. The survey covered 316 line km at 50m spacings on lines in a N 45 E direction. A significant fold structure was defined, presenting a target for follow-up desk top and field studies, which depending on the outcome at that stage, could warrant further exploration with a drilling program.

Salo Property, Ontario

During the year ended December 31, 2019, the Company acquired a 100% interest in the Salo Property, a 136 ha land package, for consideration consisting of the issuance of 80,000 common shares of the Company (valued at $12,800). No exploration work was done on the Salo Property during the year ended December 31, 2020. The claims remain in good standing but the Company has elected to not proceed with exploration on this project at this time.

Trends and Economic Conditions

Management regularly monitors economic conditions and estimates their impact on the Company's operations and incorporates these estimates in both short-term operating and longer-term strategic decisions. Strong equity markets are favourable conditions for completing a public merger, financing or acquisition transaction. Apart from these and the risk factors noted under the heading "Risk Factors", management is not aware of any other trends, commitments, events or uncertainties that would have a material effect on the Company's business, financial condition or results of operations. See "Risk Factors" below.

Due to the worldwide COVID-19 pandemic, material uncertainties may arise that could influence management's going concern assumption. Management cannot accurately predict the future impact COVID-19 may have on:

• Global gold prices;
• Demand for gold and the ability to explore for gold;

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Canoe Mining Ventures Corp.

Management's Discussion & Analysis

Year Ended December 31, 2020

Discussion dated: April 30, 2021

• The severity and the length of potential measures taken by governments to manage the spread of the virus, and their effect on labour availability and supply lines;
• Availability of government supplies, such as water and electricity;
• Purchasing power of the Canadian dollar; and
• Ability to obtain funding.

At the date of this MD&A, the Canadian federal government and the provincial government of Ontario and have not introduced measures that have directly impeded the operational activities of the Company. Although cash in the Company has materially declined, management believes the business will continue and, accordingly, the current situation has not impacted management's going concern assumption. However, it is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.

Apart from these and the risk factors noted under the heading "Risk Factors", management is not aware of any other trends, commitments, events or uncertainties that would have a material effect on the Company's business, financial condition or results of operations.

See "Cautionary Note Regarding Forward-Looking Statements" above.

Related Party Transactions

Remuneration of directors and key management personnel of the Company was as follows:

		Year Ended			Year Ended
		December 31,			December 31,
Payments to key		2020			2019
management personnel		($)			($)
Consulting Fees	60,000	60,000
Share-based payments	175,118		nil

As at December 31, 2020, the Company owed $64,211 (December 31, 2019 - $64,465) to current and former officers and directors of the Company and was included in amounts due to related parties.

During the comparative period, the Company shared office rent and had a common director with Giyani Metals Corp. ("Giyani"). As at December 31, 2020, the Company owed $nil (December 31, 2019 - $103,642) as presented in the consolidated statement of financial position as amounts due to related parties. During the year ended December 31, 2020, the Company and Giyani signed a mutual release agreement whereby all amounts owed to Giyani were settled for cash payment of $20,000. This resulted in a gain on settlement of debt of $83,642 which was recorded in the consolidated statement of loss and comprehensive loss.

On June 27, 2016, the Company entered into an accounting support services agreement with Marrelli Support Services Inc. ("Marrelli Support") wherein Marrelli Support provided, beginning June 27, 2016, certain accounting support services to the Company. On June 27, 2016, in connection with such agreement with Marrelli Support, the Company retained Mr. Robert Suttie, President of Marrelli Support, as its Chief Financial Officer. During the year ended December 31, 2020, the Company paid professional fees of $31,127 (year ended December 31, 2019 - $24,582) to Marrelli Support. These services were incurred in the normal course of operations for general accounting and financial reporting matters. Marrelli Support also provides bookkeeping services to the Company. As at December 31, 2020, Marrelli Support was owed $2,919 (December 31, 2019 - $2,591) with respect to services provided. The balance owed was recorded in the consolidated statement of financial position as amounts due to related parties.

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