AMERICAN FUTURE FUEL CORPORATION

(FORMERLY: FUTURE FUEL CORPORATION)

MANAGEMENT'S DISCUSSION & ANALYSIS

For the six months ended June 30, 2022

(Unaudited - Expressed in Canadian Dollars)

AMERICAN FUTURE FUEL CORPORATION (FORMERLY: FUTURE FUEL CORPORATION)

Management's Discussion & Analysis For the six months ended June 30, 2022 (Unaudited - Expressed in Canadian Dollars)

This Management's Discussion and Analysis ("MD&A") of American Future Fuel Corporation (formerly: Future Fuel Corporation ("AMPS" or the "Company") should be read in conjunction with the unaudited condensed interim consolidated financial statements and notes thereto of the Company for the six months ended June 30, 2022. The condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"), interpretations of the IFRS Interpretations Committee ("IFRIC") and in accordance with International Accounting Standard ("IAS") 34, Interim Financial Reporting.

Information contained herein is presented as of August 29, 2022, unless otherwise indicated. Additional information related to AMPS is available on SEDAR at www.sedar.com.

Since March 2020, the outbreak of the novel strain of coronavirus, specifically identified as "COVID-19", has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and physical distancing, have caused material disruption to business globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.

The Company's board of directors approved the release of this Management's Discussion and Analysis on August 29, 2022.

FORWARD LOOKING INFORMATION

Certain statements and information contained herein may constitute "forward-looking statements" and "forward-looking information," respectively, under Canadian securities legislation. Generally, forward- looking information can be identified by the use of forward-looking terminology such as, "expect", "anticipate", "continue", "estimate", "may", "will", "should", "believe", "intends", "forecast", "plans", "guidance" and similar expressions are intended to identify forward-looking statements or information. The forward- looking statements are not historical facts, but reflect the current expectations of management of AMPS regarding future results or events and are based on information currently available to them. Certain material factors and assumptions were applied in providing these forward-looking statements.

Forward-looking statements regarding the Company are based on the Company's estimates and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of AMPS to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including capital expenditures and other costs. There can be no assurance that such 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 and forward-looking information. AMPS will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

Forward-looking statements used in this MD&A are subject to various risks, uncertainties and other factors, most of which are difficult to predict and are generally beyond the control of the Company. These risks, uncertainties and other factors may include, but are not limited to, those set forth under "Risks and Uncertainties" below, and those contained in the Company's Filing Statement dated May 24, 2022 (the "Listing Statement") that is available under the Company's profile on SEDAR at www.sedar.com.

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AMERICAN FUTURE FUEL CORPORATION (FORMERLY: FUTURE FUEL CORPORATION)

Management's Discussion & Analysis For the six months ended June 30, 2022 (Unaudited - Expressed in Canadian Dollars)

CORPORATE OVERVIEW

American Future Fuel Corporation (formerly: Future Fuel Corporation) ("AMPS" or the "Company") was incorporated on June 14, 2021 in the Province of British Columbia and is the parent company of Elephant Capital Corp. ("Elephant"). The Company's head office is located at 800 - 1199 West Hastings Street, Vancouver, BC, V6E 3T5. The Company's registered and records office address is 2200 HSBC Building, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8. Effective July 7, 2022, the Company changed its name from Future Fuel Corporation to Americana Future Fuel Corporation and trades under the trading symbol "AMPS" on the Canadian Securities Exchange ("CSE").

The Company's business is to acquire, explore, and develop interests in mining projects.

On May 24, 2022, the Company acquired all the issued and outstanding shares of Elephant by way of reverse takeover (the "Acquisition"). Pursuant to the Acquisition, Elephant became a wholly owned subsidiary of AMPS for legal purposes and the Company changed its name from Evolving Gold Corp. to Future Fuel Corporation, which was changed to American Future Fuel Corporation on July 7, 2022. Upon closing of the transaction, the shareholders of Elephant had control of the Company and as a result, the transaction is considered a reverse acquisition of AMPS by Elephant.

For accounting purposes, Elephant is considered the acquirer and AMPS the acquiree; therefore, the Company and these condensed interim consolidated financial statements are a continuation of the financial statements of Elephant. The net assets of AMPS at the date of the reverse acquisition are deemed to have been acquired by Elephant and these consolidated financial statements include the results of operations of AMPS from the date of acquisition, May 24, 2022.

On May 24, 2022, the Company completed the acquisition of Cibola Resources LLC, pursuant to the share purchase agreement effective August 27, 2021 with Encore Energy Corp. to attain rights to the Ceboletta Uranium Project, which comprises approximately 6,700 acres of mineral rights and 5,700 acres of surface rights located in west-central New Mexico.

DESCRIPTION OF BUSINESS

The Company is engaged in the exploration and development of mineral resources, currently focusing on projects in New Mexico. The Company's material property is the Cebolleta Uranium Property (the "Cebolleta Property") in Cibola County, New Mexico, USA.

As of the date of the report, the Company does not own any operating mines and has no operating income from mineral production. Funding for operations is raised primarily through public and private share offerings. It is not known whether the Company's mineral properties contain reserves that are economically recoverable. The recoverability of amounts recorded by the Company for mineral property interests and related deferred exploration costs are dependent upon the discovery of economically recoverable reserves, the ability to raise funding for continued exploration and development, the completion of property option expenditures and acquisition requirements, or from proceeds from disposition.

The condensed interim consolidated financial statements have been prepared under a going concern assumption which contemplates the Company will continue in operation and realize its assets and discharge its liabilities in the normal course of operations. Should the going concern assumption not continue to be appropriate, adjustments to carrying values may be required. The Company's ability to meet its obligations and maintain its current operations is contingent upon successful completion of additional financing arrangements and ultimately upon the discovery of proven reserves and generating profitable operations.

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AMERICAN FUTURE FUEL CORPORATION (FORMERLY: FUTURE FUEL CORPORATION)

Management's Discussion & Analysis For the six months ended June 30, 2022 (Unaudited - Expressed in Canadian Dollars)

DESCRIPTION OF BUSINESS (continued)

Management expects to be successful in arranging sufficient funding to meet operating commitments for the ensuing year. However, the Company's future capital requirements will depend on many factors, including the costs of exploring and developing its resource properties, operating costs, the current capital market environment and global market conditions. For significant expenditures and resource property development, the Company will depend almost exclusively on outside capital. Such outside capital will include the issuance of additional equity shares. There can be no assurance that capital will be available, as necessary, to meet the Company's operating commitments and further exploration and development plans. The issuance of additional equity securities by the Company may result in significant dilution to the equity interests of current shareholders. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the future success of the business could be adversely affected.

MINERAL PROPERTY INTERESTS

The Cebolleta Property is in the northeastern corner of Cibola County in west central New Mexico, approximately 45 miles (75 km) west of the city of Albuquerque, NM. The Property encompasses 6,717 acres (2,718 hectares) of mineral rights and approximately 5,700 acres (2,307 hectares) of surface rights owned in fee by La Merced del Pueblo de Cebolleta (the Cebolleta Land Grant). Three tracts of land make up the Property and include the "South L Bar Tract" (1,917 acres) and the "St. Anthony Tracts" (4,800 acres).

The Cebolleta Land Grant is a political subdivision of the State of New Mexico. It originally formed part of an expansive Spanish land grant that was made to certain individuals by the King of Spain when Mexico (and certain portions of New Mexico) was a Spanish colony. Under the Treaty of Guadalupe Hidalgo, which ended in the Mexican American War in 1848, the United States agreed to uphold private property within land grants in the territory ceded by Mexico to the United States. The legislation that admitted New Mexico as a State into the Union (enacted in 1912) contained further provisions recognizing and honoring the ownership rights of the Cebolleta Land Grant owners and their heirs. As a result of the federal legislation, the lands of the Cebolleta Land Grant are part of the United States; however, they are not subjected to land management practices of the United States government, such as the Bureau of Land Management.

The Cebolleta Property is held under the Cebolleta Lease, an agreement between the Cebolleta Land Grant and Neutron Energy Inc. ("NEI" or "Vendor"), a subsidiary of Encore. The lease was affirmed by the New Mexico District Court in April 2007 and provides NEI with the right to explore for, mine and process uranium deposits present on the Cebolleta Property and includes surface use and access rights. On August 27, 2021, Elephant Capital entered into a Share Purchase Agreement (the "Agreement") with Encore, NEI and Cibola. Under the terms and conditions of the Agreement, Elephant Capital agreed to purchase all the issued and outstanding share capital of Cibola (the "Corporation Interests") held by NEI, which includes the Cebolleta Uranium Property held under the Cebolleta Lease.

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AMERICAN FUTURE FUEL CORPORATION (FORMERLY: FUTURE FUEL CORPORATION)

Management's Discussion & Analysis For the six months ended June 30, 2022 (Unaudited - Expressed in Canadian Dollars)

SIGNIFICANT TRANSACTIONS AND FINANCINGS

Reverse Takeover by Elephant Capital Corp.

On May 24, 2022, AMPS completed the acquisition of all issued and outstanding shares of Elephant pursuant to the share purchase agreement dated April 14, 2022. As a result of the transaction, the Company issued 2,256,999 common shares to AMPS shareholders. The Company also paid a finder's fee of 2,000,000 common shares to third parties that introduced the transaction to the Company valued at $100,000 which is recognized in transaction expense in profit or loss.

The transaction constituted a reverse acquisition ("RTO") of AMPS and had been accounted for as a reverse acquisition transaction in accordance with the guidance provided under IFRS 2, Share-basedPayment and IFRS 3, Business Combinations. As AMPS did not qualify as a business according to the definition in IFRS 3, this reverse acquisition was accounted for as an asset acquisition by the issuance of shares and warrants of the Company for the net assets of AMPS.

The consideration paid was determined as equity settled share-based payment under IFRS 2, at the fair value of the equity of Elephant retained by the shareholders of AMPS based on the fair value of Elephant's common shares on the date of closing of the RTO at $0.05 per share. As a result of the transaction, the Company assumed 500,000 warrants, valued at $Nil. The warrants were valued using the Black-Scholes Option Pricing model using the following assumptions: Risk free rate of 2.51%; Volatility of 100%; Stock Price of $0.50; Exercise price of $0.80; Dividend yield of NIL% and expected life of 0.72 years.

For accounting purposes, Elephant has been treated as the accounting parent company (legal subsidiary) and AMPS has been treated as the accounting subsidiary (legal parent) in these consolidated financial statements. As Elephant was deemed to be the acquirer for accounting purposes, its assets, liabilities, and operations since incorporation are included in these consolidated financial statements at their historical carrying value. The results of operations of AMPS are included in these consolidated financial statements from the date of the reverse acquisition of May 24, 2022.

The following table summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed at the date of acquisition is based on management's best estimate using the information currently available and may be revised by the Company as additional information is received and finalized.

Consideration paid:

Fair value of 2,256,999 common shares at $0.05 per share

$

112,850

Fair value of 500,000 warrants assumed

-

$

112,850

Net assets acquired (liabilities)

Cash

$

6,089

Amounts receivable

6,206

Reclamation bonds

18,803

Accounts payable and accrued liabilities

(263,681)

Asset retirement obligation

(18,803)

Total net assets

(251,386)

Fair value of 2,000,000 common shares at $0.05 per share

Issued as finders' fees

100,000

Transaction expense

$

464,236

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American Future Fuel Corporation published this content on 29 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 August 2022 02:57:48 UTC.