NORAM LITHIUM CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the three months ended April 30, 2022

NORAM LITHIUM CORP.

Management's Discussion and Analysis

Three months ended April 30, 2022

June 29, 2022

Noram Lithium Corp. (the "Company" or "Noram") was incorporated in British Columbia under the Business Corporations Act (British Columbia). The Company, through its wholly owned subsidiary, Green Energy Resources Inc., is in the business of acquiring, exploring, and developing mineral exploration properties, primarily in the state of Nevada, USA. The Company's common shares are listed for trading on Tier 2 of the TSX Venture Exchange (the "Exchange") under the symbol "NRM", on the Frankfurt Exchange under the symbol "N7R", and on the OTCQB under the symbol "NRVTF".

This management's discussion and analysis ("MD&A") reports on the operating results and financial condition of the Company for the three months ended April 30, 2022 and is prepared as of June 29, 2022. The MD&A should be read in conjunction with the Company's unaudited consolidated financial statement for the three months ended April 30, 2022 and the audited annual consolidated financial statement for the years ended January 31, 2022, and January 31, 2021, and the notes thereto which were prepared in accordance with International Financial Reporting Standards ("IFRS").

All dollar amounts referred to in this MD&A are expressed in Canadian dollars except where indicated otherwise.

Cautionary Note Regarding Forward-Looking Information

This document may contain "forward-looking information" within the meaning of Canadian securities legislation ("forward-looking statements"). These forward-looking statements are made as of the date of this document and the Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required under applicable securities legislation.

Forward-looking statements relate to future events or future performance and reflect management's expectations or beliefs regarding future events and include, but are not limited to, the Company and its operations, its planned exploration activities, the adequacy of its financial resources and statements with respect to the estimation of mineral reserves and mineral resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, capital expenditures, success of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative of these terms or comparable terminology. In this document, certain forward-looking statements are identified by words including "may", "future", "expected", "intends" and "estimates". By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward- looking statements. Such factors include, among others, risks related to actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of resources; possible variations in ore reserves, grade or recovery rates; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; as well as those factors detailed from time to time in the Company's interim and annual consolidated financial statements and management's discussion and analysis of those statements, all of which are filed and available for review under the Company's profile on SEDAR at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. The Company provides no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Description of Business

Noram Lithium Corp. is an exploration stage company engaged in the acquisition, exploration and development of resource properties. As at April 30, 2022, the Company has interests in the following resource properties:

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NORAM LITHIUM CORP.

Management's Discussion and Analysis

Three months ended April 30, 2022

June 29, 2022

1. Clayton Valley, Nevada

The Company entered into an agreement to acquire mineral claims in Clayton Valley, Nevada. The Company paid USD$ 100,000 ($125,480) for the mineral claims, by way of a promissory note to the vendor and a Net Smelter Royalty ("NSR") of 2.5%. The promissory note and all accrued interest at the rate of 8% per annum is due on or before April 27, 2017. The definitive agreement and transfer of tenure was closed on April 27, 2016.

The Company subsequently acquired additional claims by way of staking.

On February 8, 2017, the Company entered into a definitive property option agreement (the "Option Agreement") with CDN Maverick Capital Corp. ("Maverick"), whereby Maverick can acquire an interest in the lithium claims at Clayton Valley, Nevada and the Hector Lode lithium claims in San Bernardino County California.

In order to keep the Option Agreement in good standing and in force and effect, Maverick shall make mandatory payments to Green Energy Resources Inc. ("Green Energy") a wholly-owned subsidiary of the Company to acquire up a maximum of 50% interest in the claims by paying up to an aggregate of $900,000, issuing 100,000 common shares of Maverick (the "Maverick" shares), and completing a NI 43-101 Technical Report on the drilling results by November 30, 2017. As at November 14, 2018, the date of the completion of the buy-back agreement, Maverick had paid $255,000.

On May 23, 2018, the company acquired an additional 140 lode claims for USD$ 64,680 ($83,605) by way of staking.

On May 28, 2018, the Company entered into a property purchase agreement with Maverick to repurchase the 25% interest Maverick earned issuing 3,800,000 common shares with a fair value of $1,140,000 and paying $400,000 in cash (Note 6). On November 14, 2018, this transaction was completed.

On June 7, 2018, Green Energy filed a complaint in the Fifth Judicial Court of the State of Nevada against Centrestone Resources LLC ("Centerstone"), a Nevada limited liability company. On January 10, 2019, a settlement was reached with Centerstone and the Company received cash consideration of USD 50,000 ($66,329).

On January 28, 2021, the Company forfeited eight (8) mining claims to Cypress Holdings (Nevada) Ltd. as per the Mining Claim Boundary Agreement.

During the year ended January 31, 2019, the Company decided not to proceed with the Lithium Brine project; therefore, impairment of $161,176 was recognized. This project was not part of the Zeus Property and has no effect on the current claims.

During the three months ended April 30, 2022, the Company incurred $941,235 (January 31, 2022 - $752,428) in exploration expenditures on the Clayton Valley Lithium Project.

Risk Factors

The Company is in the business of acquiring, exploring and, if warranted, developing and exploiting natural resource properties. Mineral property exploration is a speculative business and involves a high degree of risk. There is a probability that the expenditures made by the Company in exploring its properties will not result in discoveries of commercial quantities of minerals. A high level of ongoing expenditures is required to locate and estimate ore reserves, which are the basis to further the development of a property. Capital expenditures to support the commercial production state are also very substantial.

Covid-19

In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. The

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NORAM LITHIUM CORP.

Management's Discussion and Analysis

Three months ended April 30, 2022

June 29, 2022

duration and impact of the COVID-19 outbreak on the Company is not currently determinable but management continues to monitor the situation.

Litigation

The Company may become party to litigation, mediation and/or arbitration from time to time in the ordinary course of business which could adversely affect its business. Monitoring and defending against legal actions, whether or not meritorious, can be time-consuming, divert management's attention and resources and cause the Company to incur significant expenses. In addition, legal fees and costs incurred in connection with such activities may be significant and we could, in the future, be subject to judgments or enter into settlements of claims for significant monetary damages. While the Company has insurance that may cover the costs and awards of certain types of litigation, the amount of insurance may not be sufficient to cover any costs or awards. Substantial litigation costs or an adverse result in any litigation may adversely impact the Company's business, operating results or financial condition.

On June 14, 2021, C.T. Barrie and Associates, Inc. ("CT Barrie"), controlled by the former CEO and President of the Company, filed a Notice of Civil Claim with the Supreme Court of British Columbia against the Company. It alleges the Company has breached a management consulting agreement and owed consulting fees. The Company has filed a response to the Notice with the Supreme Court of British Columbia on July 28, 2021 and will defend vigorously against the claim. As at January 31, 2022, the lawsuit is on-going and the outcome is not determinable. As a result, the Company has not provided any provisions related to the claim.

On January 25, 2021, the Company received a Notice of Civil Claim (the "Notice") from Mr. Mark Ireton and Ireton Consulting Inc. (the "Plaintiffs"), which was filed in the Supreme Court of British Columbia, on January 22, 2021. The Plaintiffs seek damage related to breach of Consulting Agreement dated February 1, 2017 and Option Agreements entered into in 2018. The Company filed a response to the Notice with the Supreme Court of British Columbia on February 23, 2021. The Company determined that the claim is not probable and as a result, no provision was recorded in the consolidated financial statements as at January 31, 2022.

Matters related to the principal risks faced by the Company have been disclosed in previous MD&A's filed on SEDAR and continue to apply to the activity and business of the Company.

Selected Annual Information

The following selected financial data with respect to the Company's financial condition and results of operations has been derived from the audited financial statements of the Company for the years ended January 31, 2021, 2020 and 2019 prepared in accordance with IFRS. The selected financial data should be read in conjunction with those financial statements and the notes thereto.

The following selected financial information is extracted from the audited annual consolidated financial statements of the Company prepared in accordance with IFRS.

31Jan22

31Jan21

31Jan20

Interest Income

$2,218

$Nil

$Nil

Net Gain/Loss for the year

$(5,320,843)

$(4,996,985)

$(513,623)

Loss per Share

$(0.07)

$(0.10)

$(0.01)

Total Assets

$5,944,252

$5,039,229

3,197,689

Total Liabilities

$550,133

$341,030

$294,613

The referenced audited annual financial statements of the Company above have been prepared in accordance with IFRS. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of consolidated financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment. Actual results may differ from these estimates.

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NORAM LITHIUM CORP.

Management's Discussion and Analysis

Three months ended April 30, 2022

June 29, 2022

Results of Operations

At April 30, 2022, total assets were $21,732,894 compared to $5,944,252 as at January 31, 2022. This increase in assets is due to increases in cash due to a private placement that occurred during the quarter and increases in receivables, and prepaid expenses. These increases were partially offset by short-term investments.

The Company has no operating revenues.

Three Months Ended April 30, 2022

During the three months ended April 30, 2022, the Company reported a loss of $2,279,837 compared to a loss of $3,041,870 for the same quarter in the prior year, representing an decrease in loss of $762,033. This increase in loss is primarily attributed to the following:

  • An increase of $157,912 in consulting and management fees with related parties. Consulting and management fees with related parties were $270,512 for the three months ended April 30, 2022, compared to $112,600 for the same quarter in the prior year. This increase is due to increased corporate activity.
  • An increase of $116,156 in consulting fees. Consulting fees were $275,556 for the three months ended April 30, 2022, compared to $159,400 for the same quarter in the prior year.
  • An increase of $66,058 in corporate communication fees. Corporate communication fees were $224,732 for the three months ended April 30, 2022, compared to $158,674 for the same quarter in the prior year.

These increases were partially offset by the following decreases:

  • A decrease of $1,189,922 in share based compensation. Share based compensation was $1,313,856 for the three months ended April 30, 2022, compared to $2,503,778 for the same quarter in the prior year.

Summary of Quarterly Results

Quarter Ending

Operating

Net (Loss)/Gain

Basic and diluted net (loss)/gain per

Expenses

$

share

$

$

April 30, 2022

(2,279,837)

2,794,456

0.03

January 31, 2022

(1,747,206)

(1,407,005)

(0.07)

October 31, 2021

(286,935)

(286,834)

(0.00)

July 31, 2021

(244,203)

(244,387)

(0.00)

April 30, 2021

(3,041,413)

(3,058,759)

(0.04)

January 31, 2021

(4,501,837)

(4,503,207)

(0.10)

October 31, 2020

(168,588)

(170,303)

(0.00)

July 31, 2020

(188,492)

(191,881)

(0.00)

The following discussion outlines the reasons for some of the variations in the quarterly numbers but, as with most junior mineral exploration companies, the results of operations (including interest income and net losses) are not the main factors in establishing the financial health of the Company. Of far greater significance are the resource properties in which the Company has, or may earn an interest, its working capital and how many shares it has outstanding. The variation seen over such quarters is primarily dependent upon the success of the Company's ongoing property evaluation program and the timing and results of the Company's exploration activities on its then current properties, none of which are possible to predict with any accuracy.

There are no general trends regarding the Company's quarterly results and the Company's business of resource exploration is not seasonal, as it can work on its property on a year-round basis (funding permitting). Quarterly results

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Noram Lithium Corp. published this content on 30 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 June 2022 01:31:05 UTC.