Management's Discussion and Analysis of Metallica Metals Corp.

For the years ended April 30, 2022 and 2021

(Expressed in Canadian Dollars)

Introduction

This management's discussion and analysis ("MD&A") provides an analysis of our financial situation which will enable the reader to evaluate important variations in our financial situation for the year ended April 30, 2022, compared to the year ended April 30, 2021. This report prepared as at August 29, 2022 intends to complement and supplement our audited financial statements (the "financial statements") as at April 30, 2022 which have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board ("IASB") and should be read in conjunction with the Company's audited financial statements (the "financial statements") and accompanying notes for the year ended April 30, 2022, (the "financial statements"), which have been prepared in accordance with International Financial Reporting Standards.

Our financial statements and the management's discussion and analysis are intended to provide a reasonable base for the investor to evaluate our financial situation.

Our financial statements have been prepared using accounting policies consistent with IFRS. All dollar amounts contained in this MD&A are expressed in Canadian dollars, unless otherwise specified.

Where we say "we", "us", "our", the "Company" or "numbered company", we mean Metallica Metals Corp., as it may apply.

This management discussion and analysis may contain forward-looking statements in respect of various matters including upcoming events and include without limitation, statements regarding discussions of the Company's business strategy, future plans, projections, objectives, estimates and forecasts and statements as to management's expectations with respect to, among other things, the development of the Company's projects. These forward-looking statements involve numerous risks and uncertainties and actual results may vary. Important factors that may cause actual results to vary include without limitation, certain transactions, certain approvals, changes in commodity prices, risks inherent in exploration results, timing and success, inaccurate geological and metallurgical assumptions (including with respect to the size, grade and recoverability of mineral reserves and mineral resources), delays in the receipt of government approvals, and changes in general economic conditions or conditions in the financial markets. In making the forward-looking statements in this MD&A, the Company has applied several material assumptions, including without limitation, the assumptions that: (1) any additional financing needed will be available on reasonable terms.

Additional factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, among other factors: (1) weak commodity prices and general metal price volatility; (2) the state of the global economy and economic and political events, including the deterioration of the global capital markets, affecting supply and demand and economic and political events affecting supply and demand; and (3) securing and the nature of regulatory permits and approvals and the costs of complying with environmental, health and safety laws and regulations.

The Company cannot assure you that any of these assumptions will prove to be correct.

The words "expect," "anticipate," "estimate," "may," "will," "should," "intend," "believe," "target," "budget," "plan," "projection" and similar expressions are intended to identify forward-looking statements. Information concerning mineral reserve and mineral resource estimates also may be considered forward-looking statements, as such information constitutes a prediction of what mineralization might be found to be present during operations or if and when an undeveloped project is actually developed.

Metallica Metals Corp. (formerly Cameo Industries Corp.)

Management's Discussion & Analysis

For the years ended April 30, 2022 and 2021

These factors should be considered carefully, and readers should not place undue reliance on the Company's forward-looking statements. The Company believes that the expectations reflected in the forward-looking statements, including future-oriented financial information, contained in this MD&A and any documents incorporated by reference are reasonable, but no assurance can be given that these expectations will prove to be correct. In addition, 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, including future-oriented financial information, there may be other factors that cause actions, events, or results not to be as anticipated, estimated, or intended. The Company undertakes no obligation to disclose publicly any future revisions to forward-looking statements, including future-oriented financial information, to reflect events or circumstances after the date of this MD&A or to reflect the occurrence of unanticipated events, except as expressly required by law.

Additionally, the forward-looking statements, including future-oriented financial information, contained herein are presented solely for the purpose of conveying our reasonable belief of the direction of the Company and may not be appropriate for other purposes.

The results or events predicted in these forward-looking statements may differ materially from the actual results or events. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

The information provided in this document is not intended to be a comprehensive review of all matters and developments concerning the Company. Additional information relevant to the Company's activities can be found on SEDAR at www.sedar.com.

Overview

On February 17, 2022 the Company announced that its common shares have been approved for trading on the OTCQB Venture Market (the "OTCQB") by the OTC Markets Group Inc. ("OTC Markets"). The Company's common shares will begin trading on the OTCQB under the symbol "MTALF" as of the opening of market on February 17, 2022. The listing to the OTCQB complements the Company's previous receipt of DTC Eligibility. The Company's common shares will continue to trade on the Canadian Securities Exchange (CSE) under the symbol "MM" and the Frankfurt Stock Exchange under the symbol "SY7P"

The OTCQB is premier and established marketplace for entrepreneurial and development-stage companies to trade in the United States (US). The OTCQB is recognized by the United States Securities and Exchange Commission as an established public market providing public information for analysis and value of securities. The OTCQB offers companies the opportunity to build their visibility, expand their liquidity and diversify their shareholder base on an established public market.

US investors can find current financial disclosure and Real-Time Level 2 quotes for the Company on https://www.otcmarkets.com/stock/MTALF/overview.

At April 30, 2022 the Company reported working capital of $969,400 (2021 - $1,421,138). At April 30, 2022, the Company had not yet achieved profitable operations, has accumulated losses of $38,607,867 (2021 - $35,276,734) since its inception and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent on continued financial support from its shareholders, the ability of the Company to raise equity financing, the attainment of profitable operations, external financings and further share issuances.

On December 14, 2020, the Company changed its name from Cameo Industries Corp. to Metallica Metals Corp.

Metallica Metals Corp. (formerly Cameo Industries Corp.)

Management's Discussion & Analysis

For the years ended April 30, 2022 and 2021

Overview(continued)

On June 15, 2020, the Company's shares commenced trading on the Canadian Securities Exchange ("CSE") under the symbol "CRU". On December 17, 2020, the Company's CSE symbol changed to "MM". On February 2, 2021, the Company's OTC symbol changed from "CRUUF" to "MTALF".

On June 13, 2020, the Company completed a ten for one share consolidation.

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. In addition, the COVID-19 pandemic has created a dramatic slowdown in the global economy. The impact on the Company is not currently determinable but management continues to monitor the situation.

Selected Annual Information

A summary of selected annual financial information for the last three fiscal years is as follows, as expressed in Canadian Dollars, and in accordance with IFRS:

April 30,

April 30,

April 30,

2022

2021

2020

$

$

$

Total assets

8,994,241

10,461,665

5,216,492

Total long-term financial liabilities

-

1,365,891

1,401,514

Total revenues

-

-

-

Net loss and comprehensive loss

(3,331,133)

(2,915,946)

(1,921,292)

Loss per share, basic and diluted

(0.05)

(0.10)

(0.18)

During the year ended April 30, 2022, the Company raised $2,295,037 in a private placement and spend $1,582,289 on developing its exploration and evaluation properties. The main reason for the increase in loss during the 2022 year, compared to the 2021 year was the $1,363,466 impairment of exploration and evaluation assets.

Assets increased during the fiscal year ended April 30, 2021 primarily as a result of issuing 27,553,846 common shares valued at $4,815,077 for exploration and evaluation assets. The increase in assets was also attributed to completing three non-brokered private placements of 19,414,192 units for gross proceeds of $3,595,850 during fiscal 2021.

The long-term financial liabilities arose in fiscal 2019 in connection with the future site restoration and abandonment costs of the MAX Mine and Mill. The expected timing of the cash flows in respect of the provision is based on the estimated life of the mining operations. As at April 30, 2021, the Company estimated that the total undiscounted cash flows required to settle its decommissioning obligations was approximately $1,313,403 (April 30, 2020: $1,313,403). Decommissioning liabilities of $1,365,891 as at April 30, 2021 (April 30, 2020: $1,401,514) have been calculated using an inflation rate of 2% per annum and discounted using a risk-free rate of 0.51%. During the year ended April 30, 2022, the Company disposed the Max Mine and Mill and the long term-liability was derecognized.

During the year ended April 30, 2021, the Company wrote-off exploration and evaluation assets of $288,734 (2020 - $1,122,754). During 2020, the Company's management determined that $288,734 for the MAX Mine Project was impaired. These written-off exploration and evaluation assets were the most significant components of the net loss and comprehensive loss in fiscal 2020 compared to fiscal 2021.

Metallica Metals Corp. (formerly Cameo Industries Corp.)

Management's Discussion & Analysis

For the years ended April 30, 2022 and 2021

Selected Annual Information(continued)

During the year ended April 30, 2021, the Company wrote-off property, plant and equipment relating to the MAX Mine Project to its net realizable value of $1,000,000. This write-off was the most significant component of the net loss and comprehensive loss in fiscal 2021.

On April 30, 2021, the Company wrote-off $65,619 (2020 - $796,905) of trade payables and accrued liabilities which helped reduce the net loss and comprehensive loss for the fiscal 2021 and 2020 year.

Significant Events/Overall Performance

The Company has opened an office in Toronto, Ontario to better reflect the Company's focus on top tier exploration projects, and is currently working on an updated corporate website and corporate presentation summarizing its recent property acquisitions and refocus to precious metals exploration projects.

Appointments and resignations

On December 22, 2021, the Company appointed Mr. Aaron Stone as Chief Executive Officer.

On January 28, 2021, the Company appointed Mr. Trumbull Fisher to the Board of Directors.

On June 26, 2020, Mr. Lucas Birdsall resigned from the Board of Directors.

On June 24, 2020, the Company appointed Ms. Sandy Noyes to the Board of Directors.

Aaron Stone - Chief Executive Officer

Mr. Stone is a Professional Geologist (P.Geo.) and also acts as Vice President, Exploration for other Canadian junior exploration companies. Mr. Stone's recent focus has turned to gold, having worked at Newmont's Éléonore mine, Bonterra Resources' Bachelor mine and Amex Exploration's Perron project. Prior to this, the bulk of Mr. Stone's mining experience was in the Australian iron ore industry with BHP in the mineral-rich Pilbara region. Having managed large drilling programs in the past, Mr. Stone brings a solid set of geological and 3D modelling skills in addition to his pragmatic approach to mineral exploration. He holds a Bachelor of Science (Mineral Exploration and Mining Geology) from Curtin University in Perth, Australia.

Trumbull Fisher - Director

Trumbull Fisher has over 15 years of capital markets experience including raising capital in Canada, USA, and internationally. He served as a foreign exchange trader at a top six Canadian bank and head of an investment dealers Sales and Trading operation among other positions at various investment banks. Upon leaving the IIROC dealer side of the business he co-founded Sui Generis, a public equity offshore hedge fund, that was eventually sold to a Canadian asset manager where he acted as head of trading. Trumbull has successfully managed several public and private companies in various roles such as Director, Chairman, President, CEO, and Capital Markets Advisor. In the mining space, Trumbull is currently a Director of Cyon Exploration with mineral properties in Nevada.

Sandy Noyes - Director

Ms. Noyes is a seasoned investor relations (IR) professional with over 20 years of experience in the capital markets and IR. Most recently, she was the Director of IR at Detour Gold where she helped the company rebrand and successfully navigate through its merger with Kirkland Lake Gold. Ms. Noyes also managed the IR efforts at Troy Resources, a mid-tier gold company based in Australia with assets in South America. Prior to transitioning her career to IR, she worked at BMO Capital Markets in the Institutional Equity Sales and Trading Group. Ms. Noyes earned her CPIR Designation through the Ivey Business School at the University of Western Ontario in 2019. She has completed the Canadian Securities Course and holds a Bachelor of Fine Arts from Brock University.

Metallica Metals Corp. (formerly Cameo Industries Corp.)

Management's Discussion & Analysis

For the years ended April 30, 2022 and 2021

Significant Events/Overall Performance (continued)

Recruitment of additional geological talent

On March 11, 2021, the Company appointed Kelly Malcolm and Aaron Stone as Technical Advisors to advise the Company on its exploration and development plans for its Thunder Bay Mining District mineral projects.

Private placements

On December 21, 2021, the Company announced it had closed a non-brokered private placement of flow- through units (the "FT Offering") and non-flow-through units (the "NFT Offering") (together, the FT Offering and NFT Offering are the "Private Placement") for combined proceeds of $1,321,435. The Company has issued 3,723,389 Flow-Through units (the "FT Units") at a price of $0.18 per FT Unit for gross proceeds of $670,210. Each FT Unit consists of one transferable warrant (each a "Warrant") that is exercisable to purchase one additional common share (each a "Common Share") at a price of $0.25 for a period of two years from closing. The Flow-Through Shares will qualify as flow-through shares for purposes of the Income Tax Act (Canada).

The Company also issued 4,341,502 non-flow-through units (the "Units") at a price of $0.15 per Unit for gross proceeds of up to $651,225. Each Unit consists of one common share in the capital of the Company and one transferable Warrant that is exercisable to purchase one additional common share at a price of $0.25 for a period of two years from closing.

In connection with the Private Placement, the Company has issued a total of 419,443 Units on the same terms as the NFT Units and issued 400,303 finder's warrants ("Finder's Warrants"). Each Finder's Warrant is exercisable to acquire one additional common share at a price of $0.25 per Warrant for a period of two years from issuance. The Company also paid finder's fees of $6,398 in cash.

On July 7, 2021, the Company closed a non-brokered private placement of 3,266,666 units of the Company at a price of $0.30 per unit for gross proceeds of $980,000. Each unit consists of one common share of the Company and one transferable common share purchase warrant. Each warrant entitles the holder thereof to purchase one additional common share for a period of two years from closing at a price of $0.60 per common share.

On February 26, 2021, the Company completed a non-brokered private placement of flow-through units (the "FT Offering") and non-flow-through units (the "NFT Offering") (together, the FT Offering and NFT Offering are the "Private Placement") for combined proceeds of $2,606,250.

In connection with the Private Placement, the Company has paid finder's fee of $69,015 in cash and issued a total of 203,900 finder's warrants ("Finder's Warrants"). Each Finder's Warrant is exercisable to acquire one common share at a price of $0.50 per Warrant for a period of two years from issuance.

The Company has issued 2,817,857 units (the "FT Units") at a price of $0.35 per FT Unit for gross proceeds of $986,250. Each FT Unit consists of one flow-through common share in the capital of the Company (the "Flow-Through Shares") and one half of one non-flow-through common share purchase warrant (with two half warrants being a "Warrant"). Each whole Warrant will entitle the holder to purchase one additional non- flow-through common share in the capital of the Company at an exercise price of $0.50 per common share for a period of two years from the date of issuance.

The Flow-Through Shares will qualify as flowthrough shares for purposes of the Income Tax Act (Canada). The gross proceeds of the FT Offering will be used to complete exploration and drilling activities on the Company's Starr Gold-Silver Project, and Sammy Ridgeline and Richview Pine PGM Projects (collectively,

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Metallica Metals Corp. published this content on 30 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 August 2022 10:28:09 UTC.