GOLD RUSH CARIBOO CORP.

Management Discussion and Analysis

For the six months ended December 31, 2020 and 2019

The following management discussion and analysis ("MD&A") is a review of operations, current financial position and outlook for Gold Rush Cariboo Corp. (formerly Cava Resources Inc.) (the Company" or "Gold Rush") for the six-month periods ended December 31, 2020 and December 31, 2019 and should be read in conjunction with the audited consolidated financial statements for the years ended June 30, 2020 and June 30, 2019. Amounts are reported in Canadian dollars based upon the condensed interim financial statements prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" under International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board). Information contained herein is presented as at February 22, 2021. Additional information, including the Annual Information Form can be found on SEDAR, www.sedar.com.

All amounts are in Canadian dollars.

Forward Looking Information

Certain statements contained in the following MD&A constitute forward-looking statements. Such forward-looking statements involve a number of 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 actual future results and achievements expressed or implied by such forward looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. Readers are also advised to consider such forward- looking statements while considering the risks set forth below.

Caution Regarding Forward Looking Statements

Except for statements of historical fact relating to the Company, certain information contained in this MD&A constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the potential of the Company's properties; the future price of gold; success of exploration activities; cost and timing of future exploration and development; the estimation of mineral reserves and mineral resources; conclusions of economic evaluations; requirements for additional capital; and other statements relating to the financial and business prospects of the Company.

Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", "believes", or variations of such words and phrases. Forward-looking information may also be identified in statements where certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".

Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made.

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Forward-looking information is inherently subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks related to:

  • The Company's goal of creating shareholder value by concentrating on the acquisition and development of properties that have the potential to contain economic resources.
  • The Company's expected plans regarding the exploration plans for Casa Berardi, and in particular, the availability of skilled labour, timing and the amount of the expected exploration budget.
  • Management's economic outlook regarding future trends.
  • The Company's acquisition of Gold Rush Cariboo Inc. which required raising significant funds to acquire mining rights and mining equipment in British Columbia, Canada and will require significant funds to meet related debt obligations and planned exploration and evaluation activities.
  • The Company's ability to meet its working capital needs at the current level in the short term.
  • Expectations with respect to raising capital.
  • Sensitivity analysis on financial instruments may vary from amounts disclosed; and
  • Governmental regulation and environmental liability.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, other factors could also cause materially different results. There can be 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 information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Introduction

Gold Rush Cariboo Corp. ("Company") is a Canadian publicly listed public company whose shares trade on the TMX Venture Exchange under the symbol "GDBO".

On September 19, 2018, under Articles of Amendment, the Company changed its name to Gold Rush Cariboo Corp. from Cava Resources Inc.

Gold Rush Cariboo Corp. is an exploration stage company with no revenues from mineral producing operations. Activities include acquiring mineral exploration properties and conducting exploration programs. The mineral exploration business is considered risky and most exploration projects will not result in producing mines. The Company may offer an opportunity to other mining companies to acquire an interest in a property in return for funding all or part of the exploration and development of a particular property. For the funding of property acquisitions and exploration that the company conducts, the Company depends on the issuance of shares from the treasury to investors.

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These stock issuances depend on a number of factors including a positive mineral exploration environment, positive stock market conditions, a company's track record and the experience of management.

The Company completed an updated technical report on its Casa Berardi properties in January 2016. See Technical Report of Casa Berardi Property for further details.

During fiscal 2017, management commenced an active search for new opportunities both in Canada, in the United States and in other parts of the world. The Company has incurred certain costs in connection with due diligence work on some of these opportunities. In February 2018, the Company completed an agreement with Gold Rush Cariboo Inc. to acquire all of its outstanding common shares by issuing 12,600,000 common shares of the Company. See Horseshoe Bend Project (Gold Rush Cariboo Inc. Acquisition) for further details. Following the closing of the acquisition, the Company decided to abandon further work on this project.

Results of Operations for the Six Months Ended December 31, 2020

For the six months ended December 31, 2020, the Company recorded a net loss of $157,797 compared to a net loss of $347,379 incurred in the six months ended December 31, 2019. The decrease in the net loss for the period ended December 31, 2020 is attributed primarily from decrease in exploration and evaluation expenses: $Nil (2019 - $82,622), decrease in the interest expense on convertible promissory note $22,798(2019 - $94,850) and in general administrative expenses $4,754 (2019 - $43,816) and decrease in professional fees $28,432 (2019 - $57,474).

During the period ended December 31, 2020, cash provided by operating activities was $39,936 (2019 - used $225,463). Cash used by financing activities was $40,986 (2019 - provided $210,716).

Operating Expenses

During the six months ended December 31, 2020, the major expenses consisted of:

Major Expenses

2020

2019

Consulting fees

$60,000

$43,460

Exploration and evaluation expenses

-

$82,622

Interest expense on promissory note

$22,798

$94,850

Amortization expense right of use asset

$18,365

-

Professional fees

$28,432

$57,474

Total

$129,595

$278,406

  1. Exploration and evaluation expenses decreased to $Nil in 2020 from $82,622 in 2019 as the Company ceased expenditures on its mineral properties.
  2. Gold Rush Cariboo Inc. issued a convertible promissory note to Goldlands Inc. in connection with the acquisition of the Horseshoe Bend Project rights and incurred $22,798 in interest expense during the six months ended December 31, 2020, (2019 - $94,850). The note is considered in default and is classified as a current liability.

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  1. Amortization expense for its office lease (right of use asset) was as a result of IFRS 16 adoption during 2020
  2. Professional fees decreased in 2020 over 2019 as the Company was less active.

Liquidity

Financing of operations is achieved by issuing share capital, from the proceeds from the exercise of warrants and stock options, and through short-term advances by directors, officers and consultants.

During the period ended December 31, 2020, the Company has a working capital deficiency of $3,235,467 (June 30, 2020 - $3,076,517) mostly due to the convertible promissory note becoming due on demand due to the Company defaulting on the note and its liabilities increasing due to the lack of cash on hand to settle liabilities.

Its working capital consisted of current assets of cash totaling $6,497 (June 30, 2020 - $7,547); $41,576 (June 30, 2020 - $26,637) in GST receivable and $6,300 (June 30, 2020 - $6,300) in prepaid deposits. Current liabilities included accounts payable and accrued liabilities of $254,869 (June 30, 2020 - 83,361), due to consultants $269,683 (June 30, 2020 - $269,683), due to other companies of $327,227 (June 30, 2020 - $350,190), current portion of lease liability $38,276 (June 30, 2020 - $36,780); interest payable of $149,785 (June 30, 2020- $126,986) and promissory note of $2,250,000 (June 30, 2020 - $2,250,000). The note was moved to current liabilities during the June 30, 2020 year as it was considered in default of its repayment terms.

As at December 31, 2020, the Company's long-term liabilities consisted of a long-term portion of lease liability of $16,871 (June 30, 2020 - $36,390).

Capital Resources

The Company's primary capital assets are its cash and receivables.

The Company's mining properties and rights and equipment have been considered impaired and written down in prior years.

Summary of Quarterly Results

The following table is a summary of selected unaudited financial information for the eight most recent three-month fiscal quarters.

(Expressed in $)

2020

2020

2020

2020

Period Ending

December 31

September 30

June 30

March 31

Working Capital/(Deficit)

(3,235,468)

(3,146,109)

(3,076,517)

(1,244,272)

Expenses

88,684

69,113

714,947

181,337

Net Loss

(88,684)

(69,113)

(714,947)

(181,337)

Net Loss (per Share)

(0.00)

(0.00)

(0.03)

(0.00)

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(Expressed in $)

2019

2019

2019

2019

Period Ending

December 31

September 30

June 30

March 31

Working Capital/(Deficit)

(1,065,842)

(927,295)

(721,922)

(616,220)

Expenses

141,502

205,877

4,723,576

73,080

Net Loss

(141,502)

(205,877)

(4,723,576)

(73,080)

Net Loss (per Share)

(0.01)

(0.00)

(0.12)

(0.01)

Selected Annual Information

Revenues

June 2020

June 2019

June 2018

$Nil

$Nil

$Nil

Net (loss) and comprehensive loss

$(1,243,662)

$(5,170,106)

$(1,040,547)

Net (loss) per share basic and fully

diluted

$(0.03)

$(0.13)

$(0.04)

Total Assets

$110,889

$72,236

$4,872,849

Non-current financial liabilities

$36,390

$1,098,929

$1,164,494

Exploration and Property Update - Mining Properties & Rights

All of the information contained in this MD&A with respect to the Company's mineral properties and results has been reviewed and approved by Bruce Mackie, P. Geo, a qualified person under the definitions established by National Instrument # 43-101.

Casa Berardi, Quebec

The Company currently holds a 70% interest in a total of 114 mining claims in the Casa Berardi area. The claims are located in the townships of Casa Berardi, Collet, Laberge and Estrees. The Company's 30% owner in these claims is Explorers Alliance Corp.

During the fiscal 2012, the Company completed five drill holes as part of the Company's core drilling program with its venture partner. The results indicated that additional drilling should be pursued, which will assist the Company in evaluating this property with respect to determining an ongoing strategy with the joint venture partner. There has been interest from other arm's length parties who may want to option these claims. Management will continue to pursue its alternatives with regards to the Casa Berardi property over the next several months.

Other Property Interests

The Company has certain other minor property interests which management considers immaterial and which have been written down to $1.

Technical Report on Casa Berardi Property

A review and compilation of the exploration history and mineral potential of the Company's Casa Berardi North Property (the "Property") located in northwestern Québec, was undertaken by Bruce Mackie Geological Consulting Services ("Mackie") and Mitchell E. Lavery ("Lavery"). This technical report summarizes the geological setting, deposit model type(s), and

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Allied Copper Corp. published this content on 13 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 December 2021 22:17:07 UTC.