MANAGEMENT DISCUSSION FOR ARCTIC HUNTER ENERGY INC.

FOR THE SIX MONTH PERIOD ENDED DECEMBER 31, 2019

PREPARED AS OF FEBRUARY 26, 2020

Contact Information

Arctic Hunter Energy Inc.

c/o #1200 - 750 West Pender Street

Vancouver, British Columbia

V6C 2T8

Telephone: (604) 681-3131

Contact Name: Tim Coupland, President & CEO

email: astar@telus.net

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 six month period ended December 31, 2019, in comparison with the previous year. This report supplements our audited financial statements and should be read in conjunction with our financial statements and the accompanying notes. Our financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS") and all monetary values included in this report are in Canadian dollars, unless it is indicated otherwise. 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.

Additional information regarding the Company is available on SEDAR at www.sedar.com.

Forward-Looking Statements

The matters discussed in this MD&A include certain forward-looking statements. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements. Forward-looking statements may be identified, without limitation, by the use of such words as "anticipates", "estimates", "expects", "intends", "plans", "predicts", "projects", "believes", or words or phrases of similar meaning. In addition, any statement that may be made concerning future performance, strategies or prospects and possible future corporate action, is also a forward-looking statement. Forward-looking statements are based on current expectations and projections about future general economic, political and relevant market factors, such as interest rates, foreign exchange rates, equity and capital markets, and the general business environment, in each case assuming no changes to applicable tax or other laws or government regulation. Expectations and projections about future events are inherently subject to, among other things, risks and uncertainties, some of which may be unforeseeable. Accordingly, assumptions concerning future economic and other factors may prove to be incorrect at a future date. Forward-looking statements are not guarantees of future performance, and actual events could differ materially from those expressed or implied in any forward-looking statements made by the Company. Any number of important factors could contribute to these digressions, including, but not limited to, general economic, political and market factors in North America and internationally, interest and foreign exchange rates, global equity and capital markets, business competition, technological change, changes in government relations, unexpected judicial or regulatory proceedings and catastrophic events. We stress that the above mentioned list of important factors is not exhaustive. We encourage you to consider these and other factors carefully before making any investment decisions and we urge you to avoid placing undue reliance on forward-looking statements. The Company disclaims any

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intention or obligation to update or revise these forward-looking statements as a result of new information, future events or otherwise, except as required under applicable securities laws.

Forward-looking statements are included throughout this Report. In particular, this Report contains forward-looking statements pertaining to the following:

  • the quantity and quality of reserves or resources;
  • the performance characteristics of the Company's oil and gas properties;
  • oil and natural gas production levels;
  • capital expenditure programs and the timing and method of financing thereof;
  • future development and exploration activities and the timing thereof;
  • future land expiries;
  • estimated future contractual obligations and the amount expected to be incurred under our farm-in commitments;
  • realization of the anticipated benefits of acquisitions and dispositions;
  • future liquidity and financial capacity;
  • projections of market prices and costs;
  • supply and demand for oil and natural gas;
  • expectations regarding the Company's ability to raise capital and to continually add to reserves through acquisitions and development;
  • expectations relating to the award of exploration permits by governmental authorities; and
  • treatment under government regulatory and taxation regimes.

With respect to forward-looking statements contained in this Report certain assumptions have been made including:

  • oil and natural gas production levels;
  • commodity prices;
  • future currency and interest rates;
  • future operating costs;
  • the Company's ability to generate sufficient cash flow from operations and to access existing credit facilities and capital markets to meet its future obligations;
  • availability of labour and drilling equipment;
  • general economic and financial market conditions; and
  • government regulation in the areas of taxation, royalty rates and environmental protection.

The Company's actual results could differ materially from those anticipated in these forward-looking statements as a

result of the risk factors set forth below:

  • volatility in market prices for oil and natural gas;
  • liabilities and risks inherent in oil and natural gas operations;
  • uncertainties associated with estimating oil and gas reserves;
  • competition for, among other things, capital, acquisitions of reserves, undeveloped lands and skilled personnel;
  • incorrect assessments of the value of acquisitions;
  • imprecision in estimating capital expenditures and operating expenses;
  • availability of sufficient financial resources to fund the Company's capital expenditures;

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  • the possibility that government policies or laws, including those related to the environment, may change or governmental approvals may be delayed or withheld;
  • stock market volatility and market valuation;
  • potential delays or changes with respect to exploration and development projects or capital expenditures;
  • geological, technical, drilling and processing problems;
  • fluctuations in foreign exchange or interest rates and stock market volatility;
  • general economic and business conditions;
  • changes in income tax laws or changes in tax laws and incentive programs relating to the oil and gas industry;
  • failure to obtain industry partner and other third party consents and approvals, as and when required;
  • failure to realize the anticipated benefits of acquisitions; and
  • the other factors identified in other documents incorporated herein by reference.

These factors should not be considered exhaustive. Statements relating to "reserves" or "resources" are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the resources and reserves described can be profitably produced in the future. The forward-looking statements contained in this Report are expressly qualified by this cautionary statement. The Company does not undertake any obligation to publicly update or revise any forward-looking statements except as required by securities laws.

NON-IFRS MEASURES

The Company's management uses and reports certain measures not prescribed by International Financial Reporting Standards (referred to as "non-IFRS measures") in the evaluation of operating and financial performance. Operating netback, which is calculated as average unit sales prices less royalties and operating expenses, and corporate netback, which further deducts administrative and interest expense, represent net cash margin calculations for every barrel of oil equivalent sold. Net debt, which is current assets less current and other financial liabilities (e.g. note payable), is used to assess efficiency and financial strength. Operating netback, corporate netback and net debt do not have any standardized meanings prescribed by IFRS and therefore may not be comparable with the calculation of a similar measure for other companies. The Company uses these terms as an indicator of financial performance because such terms are often utilized by investors to evaluate junior producers in the oil and natural gas sector.

OVERALL PERFORMANCE AND RESULTS OF OPERATIONS

Arctic Hunter Energy Inc. is a Canadian resource exploration, exploitation and development Company involved in the acquisition, exploration and development of oil & gas properties in North America. The Company is currently a junior heavy oil producer with interests in the Lloydminster area of west-central Saskatchewan and Southern California. The Company is continually reviewing future production and exploration opportunities, through selective property acquisitions and identifying low risk exploration drilling domestically and internationally.

In fiscal year 2011 and 2012, the Company farmed into four (4) exploratory heavy oil wells located in the Lloydminster area of Western Saskatchewan. On April 24, 2013, three (3) of these producing heavy oil wells were sold. The Company maintained a 50 % interest in the C-12 well which is situated in Landrose, Saskatchewan.

The C-12 well was still in production until December 2015 at which time management chose to shut in the well due to the low price of oil. In July 2016, a workover was performed on this heavy oil well and the C-12 well was brought back into successful production. On July 1, 2018, the Company increased its working interest ownership by 10 % for a total working ownership interest of 60%. The C-12 well was still in production until November 2018 at which time

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management chose to shut in the well due to the low price of oil. The C-12 well was placed back into production in April 2019 but was shut in again in October 2019 due to the low price of oil.

Effective April 2018, the Company began receiving its portion of its oil production directly from Husky Oil Operations Limited, managing partner of Husky Energy Marketing Partnership.

On September 18, 2018, the Company completed an asset purchase pursuant to which the Company acquired 4,250 barrels of oil and 18,750 mcf of gas from interests in oil and gas situated in the San Joaquin Valley, in central California for consideration of USD $173,810. The purchase price was paid through the issuance of 2,249,100 common shares of the Company at a deemed price of $0.10 per share. The company successfully completed a NI-51- 101 Oil & Gas Reserve Report and received TSX Venture Exchange approval for this acquisition.

On November 12, 2019, the company entered into a non-binding letter of intent to acquire a 25% working interest in three heavy oil wells near Maidstone, Saskatchewan for the approximate purchase price of $75,000. This transaction is subject to final due diligence, a site visit and the usual industry adjustments.

THE CERRO VERDE/SAN JAVIER FLOTATION MILL - STATE, MEXICO

The Company has paid the sum of USD $250,000 and has successfully acquired a 30% interest in Real de Rebeico Gold S.A. de C.V. ("Rebeico Gold"), which owns this interest in a State owned 100 ton per day flotation mill situated near the city of Hermosillo in Sonora State, Mexico. The formal option agreement with Rebeico Gold of Sonora, Mexico allows Arctic Hunter to earn the initial 30% interest for USD $250,000 (earned and vested), and an additional 20% interest (for up to a 50% interest) in Rebeico Gold for an additional USD $250,000. Rebeico Gold holds the right to operate the strategically located Cerro Verde Flotation Mill situated in the San Javier mining district and the right to receive its pro-rata production proceeds derived therefrom pursuant to an assignment agreement between Rebeico Gold and Exploracion y Desarollo del Desierto, S.A de C.V. ("EDDSA") dated April 24, 2017. EDDSA holds the operating rights and the right to receive all proceeds from the Cerro Verde Gold & Silver Mill, and the right to conduct ancillary activities on the project site pursuant to a 10 year lease agreement between EDDSA and the state of Sonora, Mexico, dated February 24, 2015. Pursuant to a signed loan agreement dated May 2, 2017 between the Company and Rebeico Gold, the USD $250,000 advanced to Rebeico Gold is being treated as a loan to Rebeico Gold.

The Company intends to enforce the loan agreement and seeks to recover the USD $250,000 loaned to Rebeico Gold and notify all parties affiliated with the transaction, including the managing partners of Exploracion y Desarollo del Desierto, S.A de C.V., Antejo S.A.P.I. De C.V. and the Mexican Government, of its intention to seek legal action both in Mexico and the Supreme Court of British Columbia, if funds are not returned satisfactorily. The Company is currently awaiting the fiscal 2018 and 2019 financial year end results of Rebeico Gold. The Company has not received the required accompanying Mexican Corporate Assemblies and Directors Resolutions for filing with the Mexican Government. No production results from the San Javier Mill have been reported and the loan amount to the Company remains outstanding.

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RESULTS OF OPERATIONS - SIX MONTH PERIOD ENDED DECEMBER 31, 2019

The Company's net and comprehensive loss for the six month period ended December 31, 2019 was $30,535 or $0.00 per share compared to a net and comprehensive loss of $110,895 or $0.01 per share for the six month period ended December 31, 2018. The significant changes during the current six month period compared to the prior year are as follows:

Petroleum revenue during the six month period ended December 31, 2019 was $44,606. After deducting royalties of $2,104, production and transportation costs of $26,456 and depletion and depreciation of $4,636, net petroleum production of $11,410 was recorded. The petroleum revenue for the six month period ended December 31, 2019 of $44,606 was similar to $40,740 for the six month period ended December 31, 2018.

Consulting fees decreased by $7,525 to $3,290 during the six month period ended December 31, 2019 from $10,815 during the six month period ended December 31, 2018. The amount in the prior six month period was higher due to the Company completing a NI-51-101 Oil & Gas Reserve Report prepared by Petrotech Engineering Ltd for the asset purchase of oil and gas interests in the San Joaquin Valley, California.

Professional fees decreased by $16,179 to $11,046 during the six month period ended December 31, 2019 from $27,225 during the six month period ended December 31, 2018. The amount in the prior six month period was higher due to increased legal and accounting costs associated with the San Javier flotation mill in Mexico.

The Company recorded a forgiveness of debt of $40,000 during the six month period ended December 31, 2019.

At December 31, 2019, the Company held assets recorded at $298,153 including $11,315 in cash, $1,836 in GST receivable, $61,318 in property, plant and equipment and a $223,684 intangible TORRI.

RESULTS OF OPERATIONS - THREE MONTH PERIOD ENDED DECEMBER 31, 2019

The Company's net and comprehensive loss for the three month period ended December 31, 2019 was $3,578 or $0.00 per share compared to a net and comprehensive loss of $66,340 or $0.00 per share for the three month period ended December 31, 2018. The significant changes during the current three month period compared to the prior year are as follows:

Petroleum revenue during the three month period ended December 31, 2019 was $6,223. After deducting royalties of $69, production and transportation costs of $3,001 and depletion and depreciation of $675, net petroleum production of $2,478 was recorded. The petroleum revenue for the three month period ended December 31, 2019 of $6,223 was similar to $3,617 for the three month period ended December 31, 2018.

Professional fees decreased by $9,691 to $5,846 during the three month period ended December 31, 2019 from $15,537 during the three month period ended December 31, 2018. The amount in the prior three month period was higher due to increased legal and accounting costs associated with the San Javier flotation mill in Mexico.

The Company recorded a forgiveness of debt of $40,000 during the three month period ended December 31, 2019.

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Trans Canada Gold Corp. published this content on 20 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 January 2022 01:05:08 UTC.