Kermode Resources : MD&A for The Three Months Ended April 30, 2021

Management's Discussion and Analysis	Q2 April 30, 2021

FORM 51-102F1

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTH PERIOD ENDED APRIL 30, 2021

Introduction

This management's discussion and analysis (MD&A) of Kermode Resources Ltd. is the responsibility of management and covers the six month period ended April 30, 2021. The MD&A takes into account information available up to and including June 28, 2021 and should be read together with the unaudited financial statements and notes for the six month period ended April 30, 2021, and the audited financial statements, notes and MD&A for the years ended October 31, 2020 and October 31, 2019 all of which are available on the Sedar website at www.sedar.com.

Throughout this document the terms we, us, our, the Company and Kermode refer to Kermode Resources Ltd. All financial information in this document is prepared in accordance with International financial reporting standards (IFRS) and presented in Canadian dollars unless otherwise indicated.

Additional information related to the Company is available for view on SEDAR at www.sedar.comand on the Company's website at www.kermode.com.

Forward-Looking Statements

Statements in this report that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Readers are cautioned not to put undue reliance on forward-looking statements.

Forward-looking information includes disclosure regarding possible or anticipated events, conditions or results of operations which are based on assumptions about future economic conditions and courses of action, and includes future oriented financial information with respect to prospective results of operations or financial position or cash flow that is presented either as a forecast or a projection. Forward-looking information is often, but not always, identified by the use of words such as seek, anticipate, believe, plan, estimate, expect and intend; statements that an event or result is due on or may, will, should, could, or might occur or be achieved; and other similar expressions.

Additional information related to the Company is available for view on SEDAR at www.sedar.comand on the Company's website at www.kermode.com.

Description of Business

The Company's main business is the acquisition, exploration and development of natural resource properties. The Company has interest in a gold-silver property located in Churchill County, Nevada and entered into an option agreement to acquire 100% interest in a gold property located in British Columbia.

The Company trades on the TSX Venture exchange under the Symbol "KLM".

Kermode Resources Ltd.

1

Management's Discussion and Analysis	Q2 April 30, 2021

Performance Summary

The following is the significant even that occurred during the three month period ended April 30, 2021, the Company:

• resumed trading of its shares on the TSXV as of March 31, 2021
• initiated its option to acquire a 100% interest in the Vidette Lake gold project in British Columbia from Strata GeoData Service Ltd
• issued 25,000,000 common shares at $0.01 per share for gross proceeds of $250,000, of which $36,500 is in subscriptions receivable

Results of Operations

During the six month period ended April 30, 2021 the Company incurred a loss before other items of $58,421 (2020 - $15,175) which shows a increase to expenses. There is a significant increase in expenses of office and sundry $19,941 (2020 - $889), professional fees $12,300 (2020 - $5,041), rent $6,738 (2020 - $Nil), and telephone $6,738 (2020 - $Nil) due to increase in financial, exploration and promotional activities.

Summary of Quarterly Results

				Three Months Ended
		April 30, 2021		January 31, 2021	October 31, 2020		July 31, 2020
Total Assets	$	126,335	$	102,230	$	109,324	$	43,375
Exploration and Evaluation Assets		39,000		-		-		-
Working Capital (Deficiency)		(257,733)		(391,587)		(372,901)		(271,535)
Shareholder's Equity (Deficiency)		(218,733)		(391,587)		(372,901)		(271,535)
Revenues		Nil		Nil		Nil		Nil
Net Income/(Loss)	$	(15,775)	$	(15,775)	$	(101,366)	$	18,798
Loss per share		-		-		-		-
				Three Months Ended
		April 30, 2020		January 31, 2020	October 31, 2019		July 31, 2019
Total Assets	$	47,041	$	46,856	$	47,398	$	87,727
Exploration and Evaluation Assets		-		-		-		-
Working Capital (Deficiency)		(290,333)		(281,362)		(275,158)		(254,579)
Shareholder's Equity (Deficiency)		(290,333)		(281,362)		(275,158)		(254,579)
Revenues		Nil		Nil		Nil		Nil
Net Loss	$	(8,971)	$	(6,204)	$	(23,997)	$	(66,952)
Loss per share		-		-		-		-

During the quarter ended April 30, 2021 the Company issued 25,000,000 common shares at $0.01 per share for gross proceeds of $250,000, of which $36,500 is in subscriptions receivable. The Company also initiated its option to acquire the Vidette Lake gold project by paying $5,000 in cash and issued 100,000 common shares (valued at $4,000) to Strata GeoData Services Ltd.

During the quarter ended January 31, 2021 the Company received $25,000 in subscription advance.

Kermode Resources Ltd.

2

Management's Discussion and Analysis	Q2 April 30, 2021

During the quarter ended October 31, 2020 the Company received $132,500 in subscription advance.

There was no significant activity during the quarters ended April 30, 2020, January 31, 2020, October 31, 2019, and July 31, 2019.

Mineral Properties

Eastgate Gold

The Company entered into a Mineral Property Option Agreement with Blue Ridge Gold LLC, (a private Nevada company)("Blue Ridge"). The Eastgate Gold property is comprised of mineral claims located northeast of the Rawhide Mine, and east of Fallon in Churchill, County, Nevada. The Company currently holds a 15% interest in the Eastgate Gold project.

Blue Ridge will retain a 3% NSR royalty, which the Company has an agreement with Blue Ridge to purchase 1% for $1,000,000.

Vidette Lake Gold Project property, British Columbia

The Company entered into an option agreement (the "Option Agreement") with Strata GeoData Services Ltd. to acquire a 100% interest in the Vidette Lake gold project in British Columbia. The Option Agreement was signed on May 23, 2020 and is an arm's length transaction. No finder's fees are payable in connection with the transaction. The option is exercisable over a period of 3 years but may be accelerated at the Company's discretion. To exercise the option, the Company must pay an aggregate of $35,000 in cash, issue an aggregate of 500,000 common shares in the capital of the Company, and expend an aggregate of $225,000 on the planning, development and execution of a work program based on a mutually approved budget, over the next 3 years. The Option Agreement is subject to TSX Venture Exchange ("TSXV") acceptance. All shares issued pursuant to the Option Agreement will be subject to resale restrictions under applicable securities legislation and the rules of the TSXV. During the six month period ending April 30, 2021 the Company paid $5,000 in cash, issued 100,000 common shares (valued at $4,000), and advanced $30,000 to Strata GeoData Services Ltd for exploration expenditure.

Liquidity and Capital Resources

Kermode's mineral exploration and development activities do not provide a source of income and we therefore have a history of losses, working capital deficiencies and an accumulated deficit. However, given the nature of our business, the results of operations as reflected in the net losses and losses per share do not provide meaningful interpretation of our valuation

The Company has financed its operations to date primarily through the issuance of common shares. The Company will continue to seek capital through the issuance of common shares.

Operating activities: The Company does not generate any revenues and generally does not receive any cash from operating activities. Net cash used in operating activities during the six month period ended April 30, 2021 was $63,461, compared to net cash used in operating activities for the six month period ended April 30, 2020 was $3,644. The increase in cash used was mainly attributed to increase to expenses and accounts payable paid.

Investing activities: Net cash provided by investing activities relates to mineral property expenditures and advances paid. Net cash provided by investing activities for the six month period ended April 30, 2021 was $7,200 and cash provided by for the six month period ended April 30, 2020 was $28,580. The decrease to cash provided was due to exploration costs incurred.

Kermode Resources Ltd.

3

Management's Discussion and Analysis	Q2 April 30, 2021

Financing activities: Net cash provided by financing activities for the six month period ended April 30, 2021 was $81,000 compared to $Nil for the six month period ended April 30, 2020.

The financial statements for the six month period ended April 30, 2021 do not reflect adjustments, which could be material, to the carrying value of assets and liabilities, which may be required should the Company be unable to continue as a going concern.

Refer to the Financial Instrument section for further discussion of liquidity.

Contractual Obligations

Except as described herein or in the Company's financial statements at the date of this report, the Company had no material financial commitments.

Off-Balance Sheet Arrangements

At the date of this report, the Company had no material off-balance sheet arrangements such as guarantee contracts, contingent interest in assets transferred to an entity, derivative instruments obligations or any obligations that trigger financing, liquidity, market or credit risk to the Company.

Outstanding Share Data

As at the date of this report, the Company had 90,497,373 common shares issued and outstanding. There are no stock options or warrants outstanding as of this report.

Related Party Transactions

During the six month period ended April 30, 2021, the Company entered into the following transactions with related parties not disclosed elsewhere in the financial statements:

1. Paid or accrued $5,000 (2019 - $Nil) for professional fees to an officer of the Company,
2. Paid or accrued $7,500 (2019 - $500) for consulting included in office and sundry to an officer of the Company,

The balance receivable as at April 30, 2021 of $6,490 (October 31, 2020 - $35,340) is due from a company owned by a spouse of a director (Note 4). The balance receivable as at April 30, 2021 of $Nil (October 31, 2020 - $13,350) is due from a company with common directors and is non-interest bearing, unsecured with no specified terms of repayment. The balance payable as at April 30, 2021 of $4,302.84 (October 31, 2020 - $Nil) is due from a company with common directors.

The key management personnel of the Company are the Directors, Chief Executive Officer, and the Chief Financial Officer.

As at April 30, 2021, the Company owes $135,400 (2020 - $135,400) in accounts payable and accrued liabilities to directors, officers and a former director.

Proposed Transactions

There is currently no proposed transaction under consideration.

Kermode Resources Ltd.

4

Management's Discussion and Analysis	Q2 April 30, 2021

Financial and Capital Risk Management

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 - Inputs that are not based on observable market data.

The fair value of the Company's advances receivable and payable, and accounts payable and accrued liabilities approximate their carrying values due to the short-term nature of these instruments. The Company's cash and marketable securities are measured at fair value using Level 1 inputs.

The Company is exposed to varying degrees to a variety of financial instrument related risks:

Credit risk

Credit risk is the risk of loss associated with a counterparty's inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to advances receivable. Management believes that historically the credit risk concentration with respect to financial instruments included in advances receivable is remote the credit risk from the advances receivable is addressed with the security and guarantee.

Liquidity risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when they come due. As at April 30, 2021, the Company had a cash balance of $78,759 (October 31, 2020 - $58,931) available to settle current liabilities of $345,068 (October 31, 2020 - $349,725). All of the Company's financial liabilities are subject to normal trade terms.

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. These fluctuations may be significant.

1. Interest rate risk
   The Company has cash balances held with financial institutions. The Company's current policy is to invest excess cash in short-term treasury bills issued by the Government of Canada and its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks.
2. Foreign currency risk
   The Company does not have any balances denominated in a foreign currency and believes it has no significant foreign currency risk.
3. Price risk
   The company is exposed to price risk with respect to commodity prices. Changes in commodity prices will impact the economics of development of the Company's mineral properties. The
   Company closely monitors commodity prices to determine the appropriate course of action to be taken.

Kermode Resources Ltd.

5