KARAM MINERALS INC.

Management's Discussion and Analysis

For the three months ended September 30, 2020

Prepared as of November 26, 2020

Management's Discussion and Analysis

For the three months ended September 30, 2020 prepared as of November 26, 2020

The following management's discussion and analysis ("MD&A") has been prepared by Management. The following discussion of performance, financial condition and future prospects should be read in conjunction with the audited annual financial statements for the year ended June 30, 2020 and the unaudited condensed interim financial statements for the three months ended September 30, 2020 of Karam Minerals Inc. ("Karam" or the "Company") and notes thereto. The information provided herein supplements but does not form part of the financial statements. This discussion covers the three months ended September 30, 2020 and the subsequent period up to the date of issue of this MD&A. Unless otherwise noted, all dollar amounts are stated in Canadian dollars.

The Company's audited annual financial statements for the year ended June 30, 2020, and the unaudited condensed interim financial statements for the three months ended September 30, 2020, have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, 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 the Company's common shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) if it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

This MD&A is intended to help the reader understand Karam, its operations, financial performance, current and future business environment and opportunities and risks facing the Company. Certain statements in this report incorporate forward looking information and readers are advised to review the cautionary note regarding such statements in Appendix 1 of this MD&A.

Description of Business and Overview

Karam was incorporated under the BC Business Corporations Act on December 14, 2016. On April 24, 2019, the Company completed its initial public offering ("IPO") pursuant to a prospectus dated February 13, 2019 (the "Prospectus") filed with the British Columbia, Alberta and Ontario Securities Commissions. Effective at the opening of the market on April 25, 2019 the Company's common shares (the "Shares") commenced trading on the Canadian Securities Exchange under the symbol "KMI".

The Company has not commenced commercial operations. At present, the Company has no current operating income. Without additional financing, the Company may not be able to fund its ongoing operations and complete its development activities. The Company intends to finance its future requirements through a combination of debt and/or equity issuance. There is no assurance that the Company will be able to obtain such financings or obtain them on favourable terms. These uncertainties may cast significant doubt on the Company's ability to continue as a going concern. The Company will need to raise sufficient working capital to maintain operations.

General Development of the Business

The Company is a resource exploration company focused on the acquisition, evaluation and exploration of mineral resource properties. To date, the Company has focused its exploration activities in the Province of British Columbia. The Company owns a 100% undivided interest in two mineral titles covering

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approximately 1,621.9 hectares, is centred 265 km northeast of Vancouver in south-central British Columbia, that include the Black Duck and the Black Duck South mineral titles (the "Black Duck Property").

The Black Duck Property, consisting of two mineral titles covering approximately 1,621.9 hectares, is centred 265 km northeast of Vancouver in south-central British Columbia. Black Duck Property access is from Kamloops or Vancouver via the Trans-Canada Highway to the Deadman River road, 8 kilometres west of Savona. The Deadman River road leads to Vidette Lake and a series of logging roads that allow access to the Black Duck Property.

The Black Duck Property was acquired by staking and is owned 100% by the Company.

The Black Duck Property occurs within basaltic and andesitic rocks of the Upper Triassic Nicola Group intruded by granodiorites of Triassic or Jurassic age and belonging to the Thuya Batholith. These Mesozoic rocks occur as erosional windows in a regionally persistent cover of Miocene to Pliocene continental basalt flows and coarse continental sediments of the Chilcotin Group.

Gold mineralization is reported in vein quartz of the Moon showing, located within the southern part of the Black Duck Property, (locality uncertain), and the Telluric showing, located outside the northeastern boundary of the Black Duck Property.

Globally, gold quartz veins occur as tabular fissure veins in more competent host lithologies, and as veinlets and stringers forming stockworks in less competent lithologies. They typically occur as a system of en echelon veins on all scales. Lower grade bulk-tonnage styles of mineralization may develop in areas marginal to veins with gold associated with disseminated sulphides. May also be related to broad areas of fracturing with gold and sulphides associated with quartz veinlet networks.

The veins usually have sharp contacts with wall rocks and exhibit a variety of textures, including massive, ribboned or banded and stockworks with anastamosing gashes and dilations. Textures may be modified or destroyed by subsequent deformation.

An exploration program comprising soil, silt and rock sampling, in conjunction with a ground magnetometer survey, was carried out in on the Black Duck Property in April, 2018. Analysis and interpretation of the samples collected were also completed.

On June 28, 2018, a field examination of the Black Duck Property was carried out by Thomas H. Carpenter, B.Sc., P. Geo., of Discovery Consultants accompanied by Mr. Raymond Wladichuk. The geology of the Black Duck Property was viewed and the April 2018 program reviewed. The Telluric shaft was located during the visit and examined, along with open cuts and pits along strike from the Telluric shaft to the east- southeast.

As a result, Mr. Carpenter prepared a technical report titled "Technical Report on the Black Duck Property, Clinton Mining Division, British Columbia, Canada" dated July 6, 2018 in accordance with NI 43-101,(the "Black Duck Report"). The Black Duck Report is available under the Company's profile on SEDAR.

In the Black Duck Report, a two-stage exploration program is recommended to further explore the Black Duck Property and should be focused on west-northwest trending linears on the Black Duck Property with a similar trend to that hosting the nearby Telluric gold showing that was the subject of exploration and development in the 1930s.

Phase 1 of the exploration program for the Black Duck property began in May 2019 and ended in June 2019. Work performed was as per the recommendations in the Black Duck Report. The scope of the project included:

  • till sample survey grid along the NW linear along trend from the historical Telluric mine;
  • soil sample survey grid along same linear in areas not covered during the program last year;
  • attempted hand trenches along the same linear mentioned above as time permitted; and

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  • further investigation into other areas on the property where economically feasible gold grades had been previously reported.

Rock, till and soil samples were submitted to a lab for geochemical analysis. Geochemical results were received and warranted further exploration. In its final report, Waldo Sciences Inc. recommended that further exploration on this property should consist of two stages:

Stage 1 - Early Spring

  • VLF EM survey in the North West area of the property along the NW-SE trending linear from the Telluric mine. Lines should be perpendicular to strike. Locate a cluster of lines directly over and proximal to the Gozer showing;
  • correlate VLF EM results with till sample results;
  • continued prospecting around the area thought to be the Moon showing; and
  • continue with till sample survey coverage of the property.

Stage 2 - Summer-early fall

  • trenching at the location of IS-BD19-ROCK-005 to follow the extent of the mineralized structure; and
  • trenching at other geophysical targets obtained from the VLF-EM Survey.

To date, the Company has spent $84,732 on Phase I program costs.

A Phase II program is to be carried out based on successful results from the Phase I program final report and would consist of additional trenching and a diamond drilling program. The recommended Phase II program is estimated to cost $162,773.

Other than as described herein, the Company has not completed any acquisitions or dispositions since its date of incorporation on December 14 2016, and is not currently in negotiations with respect to any potential material acquisitions or dispositions.

QUALIFIED PERSONS

Mr. Mohan R. Vulimiri, M.Sc., P.Geo, a Director of the Company, is the Qualified Person for the Company.

Trends

There are significant uncertainties regarding the prices of precious and base metals and the availability of equity financing for the purposes of mineral exploration and development. For instance, the prices of gold, silver and other minerals have fluctuated widely in recent years and wide fluctuations may continue. Management is not aware of any trends, commitments, events or uncertainties that could reasonably be expected to have a material adverse effect on the Company's business, financial condition or results of operations.

Financial Results of Operations

Quarterly Financial Results

The following selected financial data is derived from the financial statements prepared in accordance with IFRS:

Sep 30,

Jun 30,

Mar 31,

Dec 31,

Sep 30,

Jun 30,

Mar 31,

Dec 31,

Quarter ended

2020

2020

2020

2019

2019

2019

2019

2018

Cash

$16,073

$22,453

$36,150

$149,893

$147,999

$211,622

$175,281

$174,672

Net loss

$36,020

$99,732

$84,279

$28,392

$43,851

$221,272

$50,511

$31,367

Shares

outstanding

17,351,000

17,351,000

17,351,000

17,351,000

17,351,000

17,351,000

14,351,000

14,351,000

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Loss per common

share (basic

and diluted)

$0.00

$0.02

$0.001

$0.00

$0.00

$0.02

$0.00

$0.00

The net loss for the quarter ended December 31, 2018 was mainly a result of management fees of $13,500 paid to or accrued for senior management for time spent on the activities of the Company during the quarter and transfer agent and filing fees of $11,249 associated with filing the Company's initial public offering.

The net loss for the quarter ended March 31, 2019 was mainly a result of management fees of $13,500 paid to or accrued for senior management for time spent on the activities of the Company during the quarter, legal fees of $25,000 and transfer agent and filing fees of $8,736 both associated with filing the Company's initial public offering.

The net loss for the quarter ended June 30, 2019 was mainly a result of exploration expenses of $55,891 related to the Black Duck Property, legal fees of $59,631 related to the completion of the Company's IPO, and share based compensation expense of $74,613 related to the granting of stock options to the Company's directors and senior management.

The net loss for the quarter ended September 30, 2019 was mainly a result of professional fees of $16,875 related to advisory services related to capital markets and management fees of $13,500 paid to or accrued for senior management for time spent on the activities of the Company during the quarter.

The net loss for the quarter ended December 31, 2019 was mainly a result of professional fees of $6,869 related to advisory services related to capital markets and management fees of $13,500 paid to or accrued for senior management for time spent on the activities of the Company during the quarter.

The net loss for the quarter ended March 31, 2020 was mainly a result of professional fees of $62,794 related to advisory services related to capital markets and management fees of $13,500 paid to or accrued for senior management for time spent on the activities of the Company during the quarter.

The net loss for the quarter ended June 30, 2020 was mainly a result of marketing expenses of $53,366, corporate administration fees of $61,875, and transfer agent and filing fees of $50,619 that included costs for the Company's US listing.

The net loss for the quarter ended September 30, 2020 was mainly a result of corporate administration fees of $30,000 and management fees of $4,500 paid to or accrued for senior management for time spent on the activities of the Company during the quarter.

Results of Operations

Three months ended September 30, 2020 and 2019

The Company incurred a net loss of $36,020 for the three months ended September 30, 2020 compared to a net of loss of $43,851 for the comparable period in 2019, a decrease of $7,831. The decrease in net loss in 2020 can be attributed mainly to a reduction in professional and management fees, offset by an increase in corporate administration expenses.

For the three months ended September 30, 2020, the Company incurred professional fees of $nil compared to $16,875 for the comparable period in 2019. The expense in 2019 was a result of advisory services related to capital markets.

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Karam Minerals Inc. published this content on 18 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 August 2022 20:53:07 UTC.