1100 - 595 Howe Street, Vancouver, BC, Canada V6C 2T5

  1. (604) 681-3170, F (604) 681-3552, info@discoveryharbour.com www.discoveryharbour.com

DISCOVERY HARBOUR RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2020

This Management's Discussion and Analysis ("MD&A") of Discovery Harbour Resources Corp. (the "Company" or "Discovery Harbour") provides a discussion and analysis of the financial condition and results of operations to enable a reader to assess material changes in financial condition between September 30, 2020 and 2019 and results of operations for the years ended September 30, 2020 and 2019, as well as forward-looking statements relating to the potential future performance. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by the 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, and readers are advised to consider such forward-looking statements in light of the risks as set forth below. This MD&A has been prepared as of January 21, 2021 ("Report Date"). This MD&A is intended to supplement and complement the audited consolidated financial statements and notes thereto for the year ended September 30, 2020 (collectively the "Financial Statements"). You are encouraged to review the Financial Statements in conjunction with your review of this MD&A. Certain notes to the Financial Statements are specifically referred to in this MD&A and such notes are incorporated by reference herein.

Additional information relating to the Company may be found on SEDAR at www.sedar.com.

1. CORE BUSINESS

Discovery Harbour is a junior resource company engaged in the acquisition, exploration and evaluation of mineral properties in the United States hosting gold and base metals. The Company's shares are listed and trade on the TSX Venture Exchange ("TSXV"), Frankfurt Stock Exchange and the OTC .

The Company holds interests in the following mineral resource property in the United States:

  • Caldera Gold Property (Nye County, Nevada) - gold property located in Nye County, Nevada. The Caldera gold property has been acquired through various agreements and staking. The Company has (i) an option to earn a 100% interest, subject to advance minimum royalty payments and a 2% retained net smelter return royalty ("NSR"), and (ii) a 100% interest, subject to nil or a
    2% retained NSR, on certain other mineral claims comprising the Caldera gold property.
    Additional detail is set out in Section 6 "Operating Milestones" below.

The Company commenced the drill permitting process in late 2019 to undertake a drill program at Caldera. Since then, it has selected the specific drill sites, submitted the Exploration Plan of Operations ("the Plan") to the United States Forest Service ("USFS") and engaged Nevada contractors which have completed the baseline studies required for the environmental impact analyses of the Plan.

DISCOVERY HARBOUR RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2020

PAGE 2

The USFS is in the process of reviewing the Plan and supporting reports for conformance to regulatory requirements. The Company has been in regular contact with the USFS which, the Company understands, has not identified any issues or concerns. However, the process remains under review due to the required input from various government agencies. Because of anticipated spring drilling restrictions attached with the final drill permit approval and the length of time for the drill permit approval process, the Company believes that it will not be able to initiate the planned drill program until summer of this year.

Future drilling is subject to USFS and other regulatory approvals. The Company has sufficient funds on hand to complete the planned drill program.

The Company continues to review other projects with the intent to expand its portfolio. At present, the Company's focus is on gold projects located in the western United States but it may consider other favourable jurisdictions.

In October 2019, the Company completed a non-brokered private placement consisting of 12,000,000 units (each unit consisting of one common share and one share purchase warrant) priced at $0.05 per unit for gross proceeds of $600,000.

In February 2020, the Company completed a non-brokered private placement consisting of 1,875,000 units (each unit consisting of one common share and one-half of a share purchase warrant) priced at $0.10 per unit for gross proceeds of $187,500.

In July 2020, the Company completed a non-brokered private placement consisting of 54,545,455 units at a price of $0.055 per unit for gross proceeds of $3,000,000. Each unit consists of one common share and one common share purchase warrant, with each warrant exercisable into one common share at a price of $0.10 for a term of three years. In connection with the financing, the Company paid cash fees of $161,403 and issued 2,934,605 finders' warrants exercisable at $0.10 for a period of three years.

In August 2020, the Company granted 3,250,000 stock options with an exercise price of $0.12 per share expiring August 24, 2025 to directors, officers and consultants. All options vested immediately.

The Company was incorporated under the Business Corporations Act of British Columbia on March 11, 2009. The Company was classified as a Capital Pool Company as defined in Policy 2.4 of the TSXV and completed its Qualifying Transaction pursuant to the policies of the TSXV on November 22, 2010. The Company is listed on the TSXV as a Tier 2 Venture Issuer having the symbol DHR-V. The Company completed a reverse takeover transaction with CVC Cayman Ventures Corp. on April 2, 2013. The Company is also listed on the OTC Pink Market under the symbol "DCHRF" and the Frankfurt Stock Exchange under the symbol "4GW".

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, 0845837 B.C. Ltd. and Discovery Harbour (USA) LLC. Inter-company balances and transactions are eliminated on consolidation.

1.1 COVID-19 Pandemic

On March 11, 2020, the World Health Organization declared the outbreak and spread of a novel coronavirus, COVID-19, a global pandemic. In response to the outbreak, governmental authorities in Canada and internationally have introduced various recommendations and measures to try to limit the

DISCOVERY HARBOUR RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2020

PAGE 3

pandemic, including implementing travel restrictions, border closures, non-essential business closures, quarantines, self-isolation and physical distancing.

The outbreak of COVID-19 may cause disruptions to the Company's business and operational plans, which may include: (i) restriction of international travel by management; (ii) unavailability of contractors and subcontractors; (iii) interruption of supplies from third parties upon which the Company relies; (iv) restrictions imposed by governments to address the COVID-19 pandemic; (v) restrictions that the Company and its contractors and subcontractors impose to ensure the safety of employees and others; and (vi) upheaval of global financial conditions, including market reaction to COVID-19. It is not currently possible to predict the extent or duration of these potential disruptions, which may have a material adverse effect on the Company's business, financial condition and results of operations.

On March 20, 2020, the land border between Canada and the United States closed to all non-essential travel in an effort to stem the spread of COVID-19. As a consequence of this border closure, there are restrictions that make it impractical for management in Canada to visit the Company's property in Nevada . However, the Company has various consultants, with whom it remains in regular contact, who are based in the United States and who, in concert with Company management, continue advancing the Plan permitting process and the planned drill program, on behalf of the Company. The consultants' work for the Company is not affected by the border closure. In addition, the Company believes that its focus on a North American property has benefitted and will benefit the Company in its efforts to manage operating costs and risks in the near term and, possibly, the longer term.

The Company has implemented precautionary measures at its corporate office, including limiting visits to essential personnel and ensuring proper protocols are followed with respect to health, hygiene and physical distancing. The Company's exploration and operational activities planned for 2021 are expected to continue in an orderly fashion while ensuring the safety of employees, subject to compliance with existing applicable domestic regulations and guidelines.

2. FINANCIAL CONDITION

The Company has not generated revenue from operations since inception. The Company has accumulated losses of $21,559,462 since inception and expects to incur further losses in the development of its business, all of which may cast significant doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to raise financing and generate future profitable operations. As the Company is in the exploration stage, the recoverability of costs incurred to date on exploration properties is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of its properties and upon future profitable production or proceeds from the disposition of the properties. The Company will periodically have to raise funds to continue operations, and although it has been successful in doing so in the past, there is no assurance it will be able to do so in the future.

The Company had working capital of $2,300,691 at September 30, 2020 compared to a working capital deficit of $468,348 at September 30, 2019.

Cash was $1,976,906 at September 30, 2020 compared to $7,450 at September 30, 2019. The Company's sources and uses of cash are discussed in Section 4 "Cash Flows" below.

Short-term investments at September 30, 2020 consist of $313,000 in term deposits held at BMO Bank of Montreal (September 30, 2019 - $15,000) and $4,629 in fair value of 46,285 shares of Red Oak Mining

DISCOVERY HARBOUR RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2020

PAGE 4

Corp. that trades publicly on the TSX Venture Exchange (September 30, 2019 - $3,240 classified as non- current investments).

Trade and other payables were $33,083 at September 30, 2020 (September 30, 2019 - $18,006). Trade payable amounts are unsecured.

Due to related parties was $14,360 at September 30, 2020 (September 30, 2019 - $42,173) (see Section 11 "Transactions Between Related Parties" below). Due to related parties represents amounts owing to directors, officers, companies with a common director or officer, and shareholders who hold greater than a 10% interest in the Company for unpaid project management services, expenses and salaries, which are unsecured, non-interest bearing and payable on demand.

On April 30, 2020, the Company received a loan from the Canadian government's Canada Emergency Business Account ("CEBA") Program in the amount of $40,000. The CEBA is a government guaranteed loan of up to $40,000 that is interest-free until December 31, 2022. The loan is available to help businesses with operating costs during COVID-19.Twenty-five percent of the loan amount ($10,000) is eligible for forgiveness as long as the business pays back $30,000 on or before December 31, 2022. If the business cannot pay back the loan by December 31, 2022, it can be converted into a 3-year term loan at an interest rate of 5%.

3. FINANCIAL PERFORMANCE

The Company's corporate and administrative head office is located in Vancouver, Canada and it is engaged in acquisition, exploration and evaluation activities in the State of Nevada in the United States of America.

Because the Company is in the exploration stage, it did not earn any significant revenue and its expenses relate to the costs of operating a public company of its size and in its line of business. Net loss and comprehensive loss for the year ended September 30, 2020 was $962,388 (2019 - $198,317) and loss per share was $0.02 (2019 - $0.01 per share). Net loss and comprehensive loss for the three months ended September 30, 2020 was $530,760 (2019 - $55,195) and loss per share was $0.01 (2019 - $0.00 per share).

3.1 Total Expenses for the year ended September 30, 2020

Total expenses for the year ended September 30, 2020 were $976,696 compared to total expenses of $161,714 recorded for the 2019 comparative year.

Significant variances in expenses from the same period in the prior year are as follows:

  • Investor communications was $128,122 for the year ended September 30, 2020 compared to $19,525 for the comparative year. During the current year, the Company undertook an investor communications program to raise the Company's profile.
  • Management fees was $145,000 for the year ended September 30, 2020 compared to $Nil for the comparative year. During the current year, following the financings completed by the Company and its increased activity, the Company paid management fees to a company controlled by the President.
  • Salaries and benefits were $94,603 for the year ended September 30, 2020 compared to $26,247 for the comparative year. During the current year, as a result of the Company's increased activities

DISCOVERY HARBOUR RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2020

PAGE 5

the Company paid an increased amount in salaries and benefits to a director and officer of the Company.

  • Share-basedpayments of $469,657 (2019 - $nil) for the grant of 5,440,000 (2019 - $nil) stock options to directors, officers and consultants.

3.2 Total Expenses for the three months ended September 30, 2020

Total expenses for the three months ended September 30, 2020 were $551,471 compared to total expenses of $46,171 recorded for the 2019 comparative period.

Significant variances in expenses from the same period in the prior year are as follows:

  • Management fees was $121,000 for the three months ended September 30, 2020 compared to $Nil for the comparative period. During the current period, following the financings completed by the Company and its increased activity, the Company paid management fees to a company controlled by the President.
  • Salaries and benefits were $47,237 for the three months ended September 30, 2020 compared to $6,913 for the comparative period. During the current period, as a result of the Company's increased activities, the Company paid an increased amount in salaries and benefits to a director and officer of the Company.
  • Share-basedpayments of $327,244 (2019 - $nil) for the grant of 3,250,000 (2019 - $nil) stock options to directors, officers and consultants.

4. CASH FLOWS

The Company is still in the exploration and development stage and as such does not earn any significant revenue. Total cash used in operating activities was $607,138 for the year ended September 30, 2020 compared to cash used of $153,279 for the 2019 comparative year.

Cash used in investing activities was $625,070 for year ended September 30, 2020 and consisted of mineral property expenditures of $327,070 and purchase of term deposits of $298,000. In comparison, cash of $23,193 was provided by investing activities during the 2019 comparative year and consisted of $129,165 in expenditures on exploration and evaluation assets, $145,000 on the redemption of term deposits, and $7,358 from the return of a reclamation bond.

Cash provided by financing activities was $3,201,664 for the year ended September 30, 2020 and consisted of $3,787,500 in proceeds from private placements, $211,737 in share issuance costs, $11,600 from exercise of warrants, $13,125 from exercise of options, $100,000 in repayment of convertible debenture, $338,824 in repayment of loans payable, and $40,000 in loan proceeds. Cash provided by financing activities was $121,391 for the year ended September 30, 2019 and consisted of $100,000 in proceeds from a private placement, $759 in share issuance costs, and advances from related parties of $34,923.

DISCOVERY HARBOUR RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2020

PAGE 6

5. SELECTED ANNUAL INFORMATION

The table below presents selected financial data for the Company's annual financial statements for each of the three most recently completed financial years. The financial data provided is prepared in accordance with IFRS and is presented in Canadian dollars.

September 30,

September 30,

September 30,

2020

2019

2018

$

$

$

Total revenue

-

-

-

Net loss and comprehensive loss for the year

(962,388)

(198,317)

(202,817)

Loss per share, basic and diluted

(0.02)

(0.01)

(0.01)

Total assets

3,120,331

423,684

491,749

Total long term liabilities

-

-

-

Cash dividends declared per share

-

-

-

During the year ended September 30, 2020, the Company raised $3,787,500 from the issuance of 68,420,454 shares and incurred share-based payments of $469,657 from the issuance of 5,440,000 stock options.

6. MAJOR OPERATING MILESTONES

The Company is in the mineral exploration stage and as such has no revenues. Mineral interests in the form of exploration and acquisition costs totalled $732,196 as at September 30, 2020 (September 30, 2019 - $390,238).

6.1 Caldera Gold Property

The Caldera gold property is comprised of 260 claims totalling over 3,000 hectares (~7,400 acres) in Nye County, Nevada. The Company holds an (i) option to acquire 100% interest in 41 of the claims, and (ii) a 100% interest in 219 of the claims that it has acquired directly through an acquisition agreement or staking.

On November 18, 2016, as amended on February 17, 2017, March 30, 2017 and May 22, 2020, the Company signed an option agreement with Genesis Gold Corporation to acquire a 100% interest to 41 mineral claims which form part of the Caldera gold property. The claims are subject to advance minimum royalty payments and a 2% retained NSR. The Company may earn its interest in the property by issuing 166,667 share purchase warrants exercisable at $0.15 per share over a three year term (issued, expired unexercised), paying the rentals on the unpatented mining claims to keep the property in good standing (paid), and making scheduled minimum advance royalty payments totalling USD $400,000 (paid to date: USD $175,000).

In October 2017, the Company staked an additional 163 claims to increase its holdings in the Caldera property to 204 claims.

DISCOVERY HARBOUR RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2020

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On January 3, 2019, the Company completed the acquisition of an additional 56 claims at Caldera to bring its current holdings to a total of 260 contiguous claims. The Company acquired the additional claims from Ore Capital Partners Ltd. ("Ore Capital"), a company that was related by virtue of holding over 10% ownership interest in the Company and sharing a common director, pursuant to a Letter of Intent dated August 15, 2018 as amended September 19, 2018 and December 20, 2018, for consideration of a 2% NSR retained by Ore Capital. The Company may purchase this NSR in whole or in part at any time by paying $1,000,000 per whole NSR percentage point.

The Caldera gold property is located west of the Round Mountain gold mine (Kinross Gold) and in the foothills of the Shoshone Range. Its location is within the Round Mountain, Paradise Peak, Monte Cristo, Northumberland, Manhattan and Tonopah districts from which over 30 million ounces of gold have been collectively produced. Most of these deposits are classified as low sulfidation epithermal gold systems.

The Caldera gold property is classified as a low-sulfidation, epithermal gold system, occurring near the periphery (crater rim) of a Tertiary-aged volcano. Historical, small-scale mining was primarily focused on gold-silver occurrences contained in thin veins with bonanza-style gold and silver grades. Historical production figures have not been presented and are not available in researched literature about the property or area.

The Caldera gold property is well accessed by existing roads and road systems.

A NI 43-101 technical report has been completed on the property by other explorers (Caldera - NI 43-101 Report dated February 21, 2005) and is available on SEDAR. See Section 6.1.6 for the status of the Company's most current exploration plan.

6.1.1 Project Exploration Focus and Concepts

The Caldera gold property hosts strong epithermal gold mineralization and very significant gold pathfinder element geochemistry (rock and soil) exposed at surface, in shallow workings and in drill intercepts. These results all support the likelihood that significant gold mineralization may occur at depth, within and above the 'boiling zone' where circulating, low temperature groundwater aquifers interacted with magmatic heat, raising temperatures to allow gold to be deposited as veining, void fillings and as disseminated and stratabound mineralization in chemically favorable and structurally prepared host lithologies.

Previous explorers on the Caldera gold property encountered sporadic but encouraging gold grade results over widths of 1.5 to 6.1 metres as they searched for a shallow bulk tonnage gold deposit. However, historical drilling averaged less than 100 metres vertical depth, the deepest drill hole being 194 metres. The Company plans to drill to 300 to 500 metres to reach the boiling zone where gold and silver would be deposited in a low sulphidation epithermal system.

6.1.2 Fall 2019 Soil Sampling Program

In November 2019, the Company initiated a detailed soil sampling program on the property. The plan was to collect over 1,200 samples on 100m by 50m spacing to support the prioritization of 30 ranked gold targets. The goal of the comprehensive soil sampling program was to provide a cohesive and uniform data set over much of the Caldera property and in particular the specific targets that were prioritized as possible drill targets. The data was then integrated with the historical data including previous shallow drilling, geology, rock samples, the patchwork of previous soil sampling, alteration and structural mapping, and geophysics to prioritize the most promising targets for a drill program planned for 2020. The onset of winter

DISCOVERY HARBOUR RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2020PAGE 8

curtailed the soil sampling program after 718 samples were collected. The results of the soil sampling program are detailed in Section 6.1.5 below.

6.1.3 New Priority Targets Identified

The Company has reviewed and digitized the available data. Targets were evaluated and selected on the basis of structural features or the widespread presence of pathfinder elements and mineral textures predictive of high-grade gold mineralization at depth. Two such priority targets have been further refined and were described in a news release November 12, 2019. The first target is in the Harmonia area one km west-southwest of the historic Golden King Mine workings and integrates rock-chip assays with clay alteration development, and coincident colour and geochemical soil anomalies. The second target is approximately seven km west of Golden King and has similar geology. Both targets have been tested by historical drilling which was too shallow to intersect the predicted bonanza gold zone at depth.

One of the targets is defined by kaolinite, jarosite and gypsum noted in Discovery Harbour's sample Cld201710-08 and is associated with a large jarositic gossan and lacustrine sediments. This could indicate near-surface advanced argillic alteration near an up-flow zone. This potential near surface manifestation of a deeper target is further supported by the presence of a coincident antimony-mercury-arsenic geochemical soil anomaly. The area also corresponds with a distinctive colour anomaly.

At the other target the geology is comprised of rhyolite crystal tuffs dacite/latites and distinctive felsic ash tuffs that are pervasively silicified, with local strong opaline silica and fossilized plant fragments. Shallow level and above groundwater table (acid sulphate) conditions are suggested by the significant amount of chalcedony and opal. A linear zone of tectonic-hydrothermal breccia with some minor silicification of the matrix cuts the silicified ash. Irregular low temperature massive to botryoidal chalcedony veins and stringers are common in the felsic tuffs. The silicification, opaline silica and fossilized fragments suggest a maar/volcanic lake-type setting and the existence of a paleosurface. The breccia zone indicates post-syn silicification faulting and a dynamic environment favourable for mineralization.

Previously, Kennecott Exploration outlined low level gold-arsenic-mercury soil geochemical anomalies in this area. Argillic alteration and strong Fe-oxide colour anomalies lie in the recessive areas on the east side of the main outcrop area.

On both targets, preliminary clay mineral determinations on 8 of 11 rock samples indicate the presence of temperature sensitive clay, montmorillonite in the absence of illite, suggesting temperatures below levels, ie too shallow, considered optimal for gold deposition.

6.1.4 Eight Target Areas Outlined for 2020 Drilling

On January 9, 2020, the Company announced a progress update on its detailed soil sampling and historical work data compilation programs on the Caldera gold property in Nevada. This historical data was integrated with new data, including from a detailed soil sampling program, to evaluate and prioritize targets for the drill program planned for this year.

The results of the detailed soil sampling program were available to management for review in January 2020. The Company initially identified 30 prioritized targets in eight separate areas to consider for drilling. Subsequently the Company identified three further targets through its review and evaluation of the historical data combined with the recent soil sampling work. These targets have been systematically ranked with the current data in the context of a high grade - low sulphidation epithermal gold model.

DISCOVERY HARBOUR RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2020

PAGE 9

Eight Target Areas, 33 Targets

The historical data that has been compiled and evaluated is a result of programs by various companies exploring for a shallow bulk tonnage gold deposit. The geological mapping by the Company and recent soil sampling program, including multi-element data combined with historical data, was used to prioritize the initial drill targets for a high grade epithermal gold deposit.

The historical data includes the following:

  • 142 drill holes;
  • 804 rock samples;
  • 1,365 soil samples, some with multi-element data, others with only gold and silver and lacking pathfinder elements such as antimony, arsenic and mercury;
  • Numerous old workings; and
  • Magnetic geophysical surveys.

The Company has divided the targets into eight areas throughout the 30 square km Caldera property (See Figure 1).

Figure 1 - Target Areas

DISCOVERY HARBOUR RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2020

PAGE 10

The eight areas and current targets in each of the areas are as follows:

Target Area

Number of

Summary Description

Targets (33

in Total)

Adara

8

Multiple shorter northwest trending structures, with inflections,

abundant old workings, multiple historical shallow drill holes with

anomalous and some high grade Au intercepts, partial historical soil

analyses with strong gold anomalies.

Barak

2

Northerly striking, shorter, structures, limited drilling with some

anomalous results.

Calista

3

Two long linear parallel northwest structures, abundant old workings,

notable brecciation, partial historical soil analyses with strong gold

anomalies.

Darius

8

Multiple parallel longer northwest trending structures, minimal outcrop.

Electra

2

Vein outcropping, short strike extent on surface, weaker alteration,

Electra and Faustus topographically separated from other areas.

Faustus

3

Sheeted stringer veining in minimal outcrop.

Gemina

6

Long linear parallel northwest structures, cluster of targets in area with

anomalous gold in rocks.

Harmonia

1

Different character, strong alteration and partial historical soil samples

indicate anomalous pathfinder elements for an epithermal system.

6.1.5 Additional Gold and Pathfinder Element Anomalies Outlined

On January 21, 2020, the Company announced results from its detailed soil sampling on the Caldera gold property in Nevada. A total of 718 samples were collected over a portion of the targets that Discovery Harbour has identified as potential drill targets. The objective is to have excellent multi-element data coverage over the 33 targets the Company has currently identified as potential drill targets.

The completed soil sampling program successfully identified numerous gold and silver anomalies as well as pathfinder element anomalies, including antimony, arsenic and mercury. The summary results are described in the table below and the gold results are in Figure 2 below.

Element

90 percentile cut off

Highest single sample value

Correlation

(Gold parts per billion,

(Gold parts per billion,

with Gold

other elements parts

per

other elements parts per

million)

million)

Gold

52

589

NA

Silver

0.4

11.4

0.479

Antimony

4.3

15.1

0.406

Arsenic

45

306

0.484

Mercury

0.06

0.74

0.103

DISCOVERY HARBOUR RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2020

PAGE 11

Figure 2 - Phase 1 Soil Sampling Results

6.1.6 Descriptions of Target Areas

The Company is providing specific details of each of the eight target areas as its data review and compilation progresses.

Adara Target Area

The Adara Area of the Caldera property contains eight targets and includes the historic Golden King Mine. Historical drilling intersected sporadic high grade shallow intercepts which are interpreted to be associated with west to northwest trending structures. Highlights of the historical drilling include the following:

Drill Hole

Gold (g/tonne)

Length

Depth

Comments

(metres)

(metres)

EMC-8

22.4

2.2

43.5 to 45.7

Hole ended in mineralization

GW-5

37.92

3.0

102.1 to 105.2

CD07-02

2.75

3.0

19.8 to 22.9

CD07-24

9.03

1.5

22.9 to 24.4

Note: Historical drilling was reverse circulation with five foot sample intervals.

Numerous multi gram gold per tonne rock samples have been taken through this area. Historical soil sampling indicates anomalous gold and silver as well as anomalous mercury. Quartz and chalcedony have been mapped in this area.

DISCOVERY HARBOUR RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2020

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Barak Target Area

The Barak Area at the Caldera property contains two targets based on anomalous historical drilling and brecciation in short structures identified through limited outcrop and drilling. Historical drilling intersected anomalous gold over 5 to 25 feet drill intercepts; however, based on Discovery Harbour's interpretations it appears that some of the historical drilling was oriented sub parallel to the structural strike direction. The brecciated structures are associated with historical anomalous gold and silver results in rock and soil samples.

Calista Area

The Calista Area at the Caldera property contains three vein target trends, oriented northwest at 300° strike, defined by historic prospecting pits, underground workings and multi-gram gold in surface samples. The structure extends in excess of 1.5km. Historical shallow drilling (10 holes, ranging in vertical depth from 104 m to 194 m) in this area intersected anomalous gold, but the structures remain largely untested. The Calista Area structures are strongly developed with a long strike extent, significant alteration, and associated high grade rock samples. The shallow drilling along one structure demonstrates there is consistent low grade gold mineralization that Discovery Harbour interprets to lie structurally above a bonanza zone at depth. These various attributes strengthen Discovery Harbour's conviction that deep drilling is required to test the high grade potential of this zone.

Numerous multi gram gold per tonne rock samples have been taken through this Area. Results over 2g/t gold are listed below (ppm is parts per million, 1 ppm=1 g/t):

Sample

Gold

Silver

Arsenic

Antimony

Comments

(ppm, (= g/t))

(ppm,

=

(ppm)

(ppm)

(g/t))

Z05-224

193.0

6370

1260

BD

Float: Quartz vein stockwork, side cut

G007

15.6

448

0

BD

Subcrop: exploration pit

CD05-296

13.0

366

785

86

Subcrop: Iron oxide-quartz stockwork

Z05-230

10.6

79

1005

8

Adit dump: vein and silicification with

iron oxide

254

9.3

350

BD

BD

Subcrop: exploration pit

53

8.2

217

BD

BD

Subcrop: exploration trench

711

7.3

900

BD

BD

Outcrop: adit

Z05-247

5.9

455

176

26

Ore dump: vein breccia with pyrite

33

5.2

327

BD

BD

Subcrop: from shaft

G012

4.9

72

BD

BD

Subcrop: exploration pit

Z05-255

4.3

117

53

18

Ore dump: 15 cm vein of coarse comb

quartz

224

4.1

12

BD

BD

Subcrop: exploration pit

15

3.3

203

BD

BD

Subcrop: from shaft

GNRK012

3.0

145

BD

BD

Subcrop: exploration pit

32

2.9

88

BD

BD

Subcrop: exploration pit

Z05-225

2.3

48

303

23

Outcrop: 1cm iron oxide stained vein

with 5cm alteration halo

109

2.2

3

BD

BD

Float

640

2.0

6

BD

BD

Float

Note: BD is below detection limit

Note: one of the targets previously described as being in the Calista Area is now included in the Darius Area due to structural interpretations.

DISCOVERY HARBOUR RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2020

PAGE 13

Darius Area

As a result of the continuing data review, the Darius Area of the Caldera property now contains three new targets, for a total of eight targets. There are a number of structural trends that, in contrast to the Calista Area, trend more northerly at approximately 340 degrees. While the Darius Area contains numerous multi gram gold rock samples including 17 g/t gold and 11 g/t gold in two separate locations, there has only been minimal drilling on three of the targets.

An outcome of Discovery Harbour's continuing data compilation and integration are three new targets in the Darius Area. One has been identified by the recognition of a poorly exposed trend of vein float containing bladed silica after calcite situated near the valley bottom that follows a similar 340 degree trend. The bladed habit corresponding with the lower elevation supports the epithermal model with a bonanza gold zone lying at depth. The second new target includes a rock sample of 17g/t gold associated with a prominent structural trend supported by a gold in soil anomaly and has not been tested by the historic drilling. The third new target is based on a rock sample of altered tuff grading 11 g/t gold where historical shallow drilling intersected 3.1 g/t gold over 3 metres.

The detailed soil sampling program covered the southern two thirds of the Darius Area and outlined multi- element anomalies including gold, silver, arsenic, antimony and mercury. Coherent anomalies, extending over a distance of 1500m, defined by >25 parts per billion ("ppb") Au and >50 ppb Au coincide with the identified structures. A parallel > 50 ppb Au in soil anomaly, over 1000m in length, lies further east and coincides with the distribution of bladed silica after calcite. The very limited drilling in the bladed silica area highlights this as a compelling new target.

Electra Area

The Electra Area of the Caldera property contains two targets and is highlighted by well developed quartz veins that are exposed in historic workings and in outcrops along a prominent ridge. Historic drill hole EG- 26, which appears to have been drilled subparallel to this vein possibly failing to intersect it, still intersected

6.1 metres grading 2.33 g/t gold from 65.1 to 71.2 metres. Other historical shallow drill holes also failed to adequately test the vein structures.

The detailed soil sampling program covered this area and again successfully outlined multi-element anomalies including, silver, arsenic, antimony and mercury. Associated gold anomalies indicate favourable potential to the southeast beyond the current areas of known mineralization.

Faustus Area

The Faustus area contains three targets. The first consists of northwesterly-trending sheeted veins that were drilled to a shallow depth producing good gold intercepts in several holes and at least anomalous results in all holes. Targets within this area demonstrate two contrasting structural trends, one being northwesterly and the other northerly.

Highlights of the historical shallow drilling include the following:

Drill Hole

Gold

Length

Depth

(g/tonne)

(meters)

(meters)

EG-17

4.45

7.6

33.5-41.1

EG-26

7.36

6.1

21.3-27.4

EG-33

5.14

3.0

9.1-12.2

Note: Historical drilling was reverse circulation with five foot sample intervals.

DISCOVERY HARBOUR RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2020

PAGE 14

The second target is along a north trending structure further to the west. Historic workings expose a chalcedony vein from which highlight results include 15.6, 22.4 and 48.9 g/t gold.

The Faustus area, combined with the nearby Electra area, also marks the southeast extent of a regional magnetic low that underlies much of the Caldera property, which Discovery Harbour has interpreted to represent the alteration zone associated with the low-sulphidation epithermal system.

The detailed soil sampling program successfully outlined multi-element anomalies including, silver, arsenic, antimony and mercury. Associated gold anomalies indicate favourable potential to the southeast beyond the current areas of known mineralization.

Gemina Area

The Gemina area is typical of all the defined target areas in that it possesses numerous targets based on historical workings, well defined structural zones and strongly anomalous gold results in shallow drill holes. Gemina has a notably long strike length that has been defined through exposures and previous drilling. The alteration zone associated with the structures is broad, characterized by a combination of quartz and chalcedony at various locations. Rock samples have produced numerous anomalous to high grade gold results. The recent detailed soil sampling program outlined a moderate gold and more pronounced silver soil anomaly coinciding in particular with three of the six targets identified in the Gemina area.

Historical drilling intersected anomalous gold, including drill intercepts of 0.96 g/t gold over 6.1 m and 0.58 g/t gold over 16.8 m.

Numerous multi gram gold per tonne rock samples have been taken through this area. Results over 2 g/t gold are listed below (ppm is parts per million, 1 ppm=1 g/t):

Sample

Gold

Silver

Arsenic

Antimony

(ppm, (= g/t))

(ppm, = (g/t))

(ppm)

(ppm)

W-22

2.27

9.6

3048

ND

W-24

5.065

5.4

1851

ND

W-26

19.26

213

1398

GN96-201

3.448

545

W-29

21.39

195

3711

W-30

2.24

15

589

CD05-329

8.69

43.5

1970

31

W-31

8.548

70.2

741

W-35

8.493

22.6

2055

W-38

2.76

12.2

2130

GN96-206

15.192

36

CD05-312

3.56

55.6

5760

91

112498

5.284

0.3

W-47

2.331

3.7

6129

112499

5.76

3.7

CD05-318

2.22

7.6

1060

24

CD05-317

2.71

16.3

2010

27

W-50

36.933

21.5

3462

CD05-324

2.47

48.3

5900

159

Note: ND is No data

DISCOVERY HARBOUR RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2020

PAGE 15

Harmonia Area

The Harmonia area is located one kilometer west-southwest of the historic Golden King mine workings. The target is defined on the basis of clay mineralogy suggestive of low temperature acidic conditions within fine-grained sediments. These features are interpreted to represent near-surface advanced argillic alteration that could indicate the presence of a concealed epithermal zone. This potential near-surface manifestation of a deeper target is further supported by the presence of a coincident antimony-mercury-arsenic geochemical soil anomaly.

6.1.6 Exploration Plan of Operations with Ten Drill Sites for Permitting Submitted

On April 8, 2020, the Company announced that it submitted an Exploration Plan of Operations ("the Plan") to the United States Forest Service ("USFS") in furtherance of the Company's planned drill program at the Caldera gold project, Nevada. The Plan includes up to 10 drill targets in five separate mineralized areas.

The work that the Company has completed to date represents a major step towards drill testing the potential of the Caldera project. The Company has elected for its drill program to focus on 10 targets from no less than 33 targets within five of the eight distinct gold mineralized areas at Caldera. Figure 3 below outlines the locations of the 10 drill sites, each having the potential to deliver a high grade intersect.

Figure 3 - Drill Sites Submitted for Permitting

The Company's plan is to drill 100 to 300 metres deeper than any previous drilling on the Caldera project.

DISCOVERY HARBOUR RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2020

PAGE 16

The Company believes the high-grade gold occurrences historically drilled at or near surface were deposited by a deeper low sulphidation epithermal gold system. All of the data analyzed support the theory that the gold system should be intact.

The Company engaged a Nevada contractor to conduct the baseline studies required for the environmental impact analyses of the Plan. The contractor has completed the appropriate work and submitted the required report to the USFS for review and approval.

The USFS is in the process of reviewing the Plan and supporting reports for conformance to regulatory requirements. The Company has been in regular contact with the USFS which, the Company understands, has not identified any issues or concerns. However, the process remains under review due to the required input from various parties. Because of anticipated spring drilling restrictions attached with the final drill permit approval and the length of time for the drill permit approval process, the Company believes that it will not be able to initiate the planned drill program until summer of this year.

All drilling is at Caldera subject to USFS and other regulatory approvals. The Company has sufficient funds on hand to complete the planned drill program under the Plan. Any drilling beyond that in the Plan may require additional funds.

Mark Fields, P.Geo., is the Qualified Person for Discovery Harbour as defined in NI 43-101 and has reviewed and approved the technical contents of this MD&A.

7. SUMMARY OF QUARTERLY RESULTS

The table below presents selected financial data for the Company's eight most recently completed fiscal quarters.

Q4

Q3

Q2

Q1

Sep 30,

Jun 30,

Mar 31,

Dec 31,

2020

2020

2020

2019

$

$

$

$

Total revenue

-

-

-

-

Loss and comprehensive loss for the period

(530,760)

(35,764)

(156,494)

(239,370)

Loss per share, basic and diluted

(0.01)

(0.00)

(0.00)

(0.01)

Q4

Q3

Q2

Q1

Sep 30,

Jun 30,

Mar 31,

Dec 31,

2019

2019

2019

2018

$

$

$

$

Total revenue

-

-

-

-

Loss and comprehensive loss for the period

(55,195)

(22,195)

(31,133)

(89,794)

Loss per share, basic and diluted

(0.00)

(0.00)

(0.00)

(0.00)

During the three month period ended September 30, 2020, the Company recorded share-based payments of $327,244 for the grant of 3,250,000 stock options to directors, officers and consultants.

DISCOVERY HARBOUR RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2020

PAGE 17

8. LIQUIDITY

The Company's financial statements have been prepared on a going concern basis, which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. The Company's ability to continue as a going concern is dependent on the ability of the Company to raise equity financing and the attainment of profitable operations. Although the Company believes it has sufficient funds to complete its drill program on Caldera, the Company may need to conclude an equity or debt financing within the next 12 months to meet its financial obligations and continue as a going concern.

Cash at September 30, 2020 was $1,976,906 compared to cash of $7,450 at September 30, 2019. Term deposits of $313,000 were held at BMO Bank of Montreal at September 30, 2020 (September 30, 2019 - $15,000). Working capital was $2,300,691 at September 30, 2020 compared to a working capital deficit of $468,348 at September 30, 2019. Factors that could impact on the Company's liquidity are monitored regularly and include market changes, gold price changes, and economic downturns that affect the market price of the Company's trading securities for the purposes of raising financing. The current state of equity markets has improved marginally but still presents a challenge to financing raises. Management believes that this condition may continue over the next twelve months.

In October 2019, the Company completed a non-brokered private placement consisting of 12,000,000 units (each unit consisting of one common share and one share purchase warrant) priced at $0.05 per unit for gross proceeds of $600,000.

In February 2020, the Company completed a non-brokered private placement consisting of 1,875,000 units (each unit consisting of one common share and one-half of a share purchase warrant) priced at $0.10 per unit for gross proceeds of $187,500.

In July 2020, the Company completed a non-brokered private placement consisting of 54,545,455 units at a price of $0.055 per unit for gross proceeds of $3,000,000. Each unit consists of one common share and one common share purchase warrant, with each warrant exercisable into one common share at a price of $0.10 for a term of three years. In connection with the financing, the Company paid cash fees of $161,403 and issued 2,934,605 finders' warrants exercisable at $0.10 for a period of three years.

On April 30, 2020, the Company received a loan from the Canadian government's Canada Emergency Business Account ("CEBA") Program in the amount of $40,000. The CEBA is a government guaranteed loan of up to $40,000 that is interest-free until December 31, 2022. The loan is available to help businesses with operating costs during COVID-19.Twenty-five percent of the loan amount ($10,000) is eligible for forgiveness as long as the business pays back $30,000 on or before December 31, 2022. If the business cannot pay back the loan by December 31, 2022, it can be converted into a 3-year term loan at an interest rate of 5%.

The Company's funds are sufficient for the current fiscal year, including completion of the drill program, but the Company will need to raise additional equity or loan financing in order to meet its financial obligations as they become payable in future years

DISCOVERY HARBOUR RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2020

PAGE 18

9. CAPITAL RESOURCES

The Company has no commitments for capital expenditures. The Company holds a property option agreement in the Caldera property that will require payment of unpatented mining claims rental and certain annual advanced royalty payments to maintain the option in good standing, as disclosed earlier in this MD&A and in the financial statements.

The Company does not have any capital resources in the form of debt, equity and any other financing arrangements, except for the CEBA loan disclosed under Section 8 on Liquidity.

10. OFF-BALANCESHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

11. TRANSACTIONS BETWEEN RELATED PARTIES

All related party transactions are recorded at the exchange amount which is the amount agreed to by the Company and the related party.

  1. Key Management Compensation

Key management personnel are persons responsible for planning, directing and controlling the activities of an entity, and include directors, the chief executive officer and chief financial officer of the Company.

During the year ended September 30, 2020, the Company recorded the following to key management personnel:

  • $145,000 (2019: $nil) in management fees to a company controlled by the Chief Executive Officer. As at September 30, 2020, the Company owed $10,500 to this company (2019 - $nil) and $3,860 to the CEO (2019 - $nil).
  • $30,000 (2019: $60,000) in consulting fees to a company controlled by a Director. As at September 30, 2020, the Company owed $nil to this company (2019 - $42,173).
  • $71,000 (2019: $nil) in salaries and benefits to a company controlled by a Director and Officer of the Company.
  • $16,000 (2019 - $24,000) in salaries and benefits to the former CFO of the Company.
  • $387,553 (2019 - $nil) in share-based payments to related parties.

The Company had entered into a Strategic Consulting Agreement (the "Agreement") with Ore Capital, formerly a significant shareholder with a common director, effective September 1, 2018 for a twelve month term with provisions for automatic renewal for consecutive twelve month terms unless 30 days written notice of termination is provided. As compensation for the services provided, Ore Capital received a monthly fee of $5,000. On January 2, 2020, the amount of $49,350 payable to Ore Capital was assigned to two directors of Ore Capital, one of whom is also a director of the Company, as to $24,675 each. The Agreement was terminated on March 31, 2020 and the Company and Ore Capital entered into a debt settlement agreement and the Company recorded a gain on debt settlement of $15,000.

DISCOVERY HARBOUR RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2020

PAGE 19

The Convertible Debenture was issued and the Loans Payable were advanced by Richard Gilliam, a director and major shareholder of the Company.

  1. Property Acquisition

The additional Caldera property was acquired from Ore Capital, a former significant shareholder with a common director, on January 3, 2019.

12. PROPOSED TRANSACTIONS

The Company is engaged in the search for potential mineral property acquisitions and financings, but there are currently no proposed asset or business acquisitions or dispositions. Other than disclosed in this Management's Discussion and Analysis, the Company does not have any proposed transactions.

13. CHANGES IN ACCOUNTING POLICY INCLUDING INITIAL ADOPTION

The Company has adopted the following new standards effective October 1, 2019:

IFRS 16 - Leases

IFRS 16 replaces IAS 17, "Leases" and the related interpretative guidance. IFRS 16 applies a control model to the identification of leases, distinguishing between a lease and a service contract on the basis of whether the customer controls the asset being leased. For those assets determined to meet the definition of a lease, IFRS 16 introduces significant changes to the accounting by lessees, introducing a single, on-balance sheet accounting model that is similar to current finance lease accounting, with limited exceptions for short-term leases or leases of low value assets. Lessor accounting is not substantially changed. The standard is effective for periods beginning on or after January 1, 2019, with early adoption permitted for entities that have adopted IFRS 15, "Revenue from Contracts with Customers".

The adoption of IFRS 16 did not have any impact on the Company's as the Company does not have any leases.

14. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Please refer to note 12 in the September 30, 2020 consolidated financial statements on www.sedar.com.

Exploration and Development

Exploration for mineral commodities is a speculative venture involving substantial risk. There are no guarantees that the Company's efforts in exploration will be successful in defining economically feasible deposits. Only a limited number of exploration programs run by mineral exploration companies (including the Company) are and are expected to be successful. The long-term profitability of the Company will in part be directly related to the costs and success of its exploration projects, which may be affected by a number of variables that are beyond the control of the Company.

Financing

None of the Company's projects are in production and as such, do not produce revenue. The Company's ability to conduct its exploration is based on its working capital and on its ability to raise financing necessary to support its activities through equity issuances and through proceeds from future dispositions of its

DISCOVERY HARBOUR RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2020

PAGE 20

mineral properties, or development and production from its properties. There can be no assurance that the Company will be successful in securing the funding required to support its activities, now or in the future. Failure to raise sufficient funding has caused the Company to suspend exploration activities and eventually may force it to sell or forfeit its interest in its properties. This could ultimately result in the dissolution of the Company. Numerous factors affect the Company's abilities to raise the necessary capital. Market conditions and fluctuations in investor attitude, general market conditions and commodity prices are three main variables, over which the Company has no control or prior warning.

Mining Operations

Mining operations, including certain exploration activities, involve a high degree of risk and danger. Natural and/or man-made hazards or accidents could cause the Company to be liable for physical or environmental damages and such liabilities could produce adverse financial effects on the Company and its financial position, as well as result in the possible forfeiture of its assets.

Economics of Developing Mineral Properties

Substantial costs are attached to the establishment of economic resources of mineral commodities. Exploration and development expenditure are required to determine the viability of any deposit prior to the extraction of the ore minerals. Although substantial financial benefits are attached to the production of commodities from an economic deposit, there is no assurance that every deposit discovered will contain sufficient quantities or grades to support the required development costs attached to mine and infrastructure construction. Therefore, announcements of apparent ore-grade mineralization from exploration activities are only the first steps in a long and costly process of bringing a discovery to a production status.

Marketability of Commodities

Precious and base metal exploration and development are speculative and involve high risk. The marketability of these commodities that may be discovered by the Company will be affected by numerous factors beyond the control of the Company. These factors include market fluctuations, government regulations and permitting issues, commodity pricing, acts of God or events of (or similar to events of) force majeure such as disease or natural disasters, taxation, royalties, land tenure, land use, import and export issues, and environmental permitting. The exact effect of these factors cannot be predicted and any combination of these factors may result in not being able to exploit.

Pricing of Commodities

The future value of the Company will, to some degree, be dependent on the pricing of mineral commodities in the marketplace and in particular, with the Caldera project, the price of gold. Fluctuations in the pertinent commodity prices continuously change and these fluctuations are beyond the control of the Company. Furthermore, although the Company continuously attempts to perceive the direction of commodity pricing and subsequent sales probabilities, the future pricing of mineral commodities remains uncertain and contributes to the high risk of investment in these types of opportunities.

Environmental Requirements

At present, the Company conducts its exploration activities only in the State of Nevada. All phases of its operations are subject to the environmental regulations in that state. All laws and regulations relating to the environment are and must be strictly adhered to in order to avoid penalties and time delays in permit issuances. Environmental legislation and regulation is evolving and, in the future, may result in the enactment of laws and regulations that could negatively impact exploration and development or entirely preclude the development of mines. This would also have a negative material and financial effect on the

DISCOVERY HARBOUR RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2020

PAGE 21

Company. However, the existing State of Nevada's laws and regulations do not appear to the Company to impose in the near or long term any material restrictions that would cause significant harm to the Company nor hinder it from the development of operations there.

Competition

The mining industry (including exploration and development) is intensely competitive in all of its phases. The Company competes with numerous other companies possessing greater financial resources and technical facilities. There is no guarantee in the future that the Company may not lose or forfeit a mineral property because of a relative lack of funding, personnel or expertise.

Title

While the Company has, to the best of its knowledge, registered all its claims and licenses with the appropriate mining authorities and has filed all required documentation needed to keep the claims in good standing, these should not be considered absolute guarantees of irrevocable title to those properties. The Company's properties may also be subject to prior unregistered agreements or transfers and the Company's ownership of these properties may be affected by these or other undetected defects. The Company's properties may include recorded third party claims, which have not been surveyed, rendering uncertainty as to their exact location. The Company may also lose entitlement to claims if certain payments are not made. The Company's title to the Caldera property is subject to fulfilment of the terms of the original Caldera option agreement, as amended.

Mining Regulation

Mining operations are subject to extensive regulation in the jurisdictions in which its projects are located. Future changes made by such authorities could adversely affect the Company's holdings and its ability to mine, as well as mining as a whole. The Company has no control over these possible changes. The Company has not filed for any permit to mine its properties with any governmental unit. However, mining regulations in the State of Nevada are comparatively stable and no new alterations or issues have been proposed to legislative changes that would adversely affect any present or future mining operations there.

Cash Flow and Ongoing Business

The Company has not generated any cash flow or earnings to support its activities and there can be no assurance that the Company will generate any earnings or cash flow in the future. Without such cash flow or earnings, , future additional external funding including equity financing will eventually be required to fund the Company's activities. This future funding may not be available or, if available, may not be on terms acceptable to the Company and could result in the Company ceasing to exist.

Dilution

Shareholders will suffer dilution with respect to future private and/or public offerings of the Company's common shares (or securities convertible into common shares).

Key Management

The Company has not purchased any "key man" insurance with respect to any of its directors, officers or key personnel to the date hereof. The loss of the Company's President and Chief Executive Officer and any other current senior officer or director could have an adverse affect on the Company and its business, financial position and prospects.

DISCOVERY HARBOUR RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2020

PAGE 22

Conflicts of Interest

Certain of the Company's directors and officers currently, and may in the future, serve as directors and officers of other companies, and therefore it is possible that a conflict may arise between their duties as a director or officer of the Company and their duties as a director or officer of other companies. The directors and officers of the Company are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and requiring disclosure by directors and officers of conflicts of interest and the Company will rely upon such laws in respect of any director or officer's conflict of interest or in respect of any breaches of duty by any of its directors or officers.

Market Volatility

In the past, there have been instances where the Company's common shares did not trade or where trading was limited. Additionally, the trading price of common shares may be subject to wide fluctuations in response to operating results, results of exploration, market conditions and other events and factors outside the control of the Company such as acts of God or events of (or similar to events of) force majeure and even political events and environment. In addition, the stock market has experienced extreme price and volume fluctuations which have affected the market price of junior exploration companies. There can be no assurance that significant price fluctuations will not occur in the future, or how the COVID-19 outbreak will impact capital markets beyond the near-term.

Risk of Infectious Diseases

Emerging infectious diseases or the threat of outbreaks of viruses or other contagions or epidemic diseases, including the COVID-19 outbreak, could have a material adverse effect on the Company by causing operational and supply chain delays and disruptions (including as a result of government regulation and prevention measures), labour shortages and shutdowns, social unrest, breach of material contracts, government or regulatory actions or inactions, changes in tax laws, payment deferrals, increased insurance premiums, declines in the price of precious metals, delays in permitting or approvals, governmental disruptions, capital markets volatility, or other unknown but potentially significant impacts. In addition, governments may impose strict emergency measures in response to the threat or existence of an infectious disease. The full extent and impact of the COVID-19 pandemic is unknown and, to-date, has included extreme volatility in financial markets, a slowdown in economic activity, extreme volatility in commodity prices (including precious metals) and has raised the prospect of a global recession. The international response to COVID-19 has led to significant restrictions on travel, temporary business closures, quarantines, global stock market volatility and a general reduction in global consumer activity. At this time, the Company cannot accurately predict what effects these conditions will have on mining operations or financial results, including due to uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of the travel restrictions and business closures that have been or may be imposed by the governments of impacted countries. In addition, a significant outbreak of contagious diseases in the human population, such as COVID-19, could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could result in a material adverse effect on commodity prices, demand for metals, investor confidence, and general financial market liquidity, all of which may adversely affect the Company's business and the market price of the Company's common shares. Accordingly, any outbreak or threat of an outbreak of an epidemic disease or similar public health emergency, including COVID-19, could have a material adverse effect on the Company's business, financial condition and results of operations. As at the date hereof, the duration of any business disruptions and related financial impact of the COVID-19 outbreak cannot be reasonably estimated. It is unknown whether and how the Company may be affected if a pandemic, such as the COVID-19 outbreak, persists for an extended period of time.

DISCOVERY HARBOUR RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2020

PAGE 23

15. DISCLOSURE OF OUTSTANDING SHARE DATA

The Company is authorized to issue an unlimited number of common shares. The holders of common shares are entitled to receive dividends and are entitled to one vote per share at meetings of the Company. All shares are ranked equally with regards to the Company's residual assets.

As at the date of this report, the Company has 94,509,294 common shares issued and outstanding.

As at the date of this report, the Company has outstanding warrants as follows:

Number

Exercise Price

per Share

Expiry Date

2,000,000

$0.10

March 31, 2021

6,000,000

$0.10

March 31, 2021

1,032,000

$0.15

February 25, 2022

57,480,059

$0.10

July 17, 2023

66,512,059

As at the date of this report, the Company has outstanding options as follows:

Exercise Price

Number

per Share

Expiry Date

925,000

$0.075

October 4, 2024

600,000

$0.09

October 22, 2024

3,250,000

$0.12

August 24, 2025

4,775,000

16. COMMITMENTS, EXPECTED OR UNEXPECTED EVENTS, OR UNCERTAINTIES

The Company is party to a property option agreement to acquire mineral properties.

The Company is party to various consulting, investor relations, employment agreements and a drill contract to complete a minimum of 8,000 feet of drilling on the Caldera property

Other than disclosed in this Management's Discussion and Analysis, the Company does not have any commitments, expected or unexpected events, or uncertainties.

17. BOARD OF DIRECTORS AND OFFICERS

The directors of the Company are Mark Fields (President and Chief Executive Officer), Richard Gilliam, Andrew Hancharyk, Jason Cubitt and Rodney Stevens (Vice President, Interim Chief Financial Officer and Corporate Secretary).

On June 1, 2020, the Company appointed Rodney Stevens as interim Chief Financial Officer and interim Corporate Secretary replacing Sandra Wong in both positions.

18. CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

Forward- looking statements in this MD&A are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which

DISCOVERY HARBOUR RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2020

PAGE 24

speak only as of the date the statements were made, and readers are advised to consider such forward- looking statements in light of the risks as set forth below.

The forward-looking statements, within the meaning of applicable Canadian Securities legislation, involve a number of risks and uncertainties. Forward-looking statements include, but are not limited to, statements with respect to the future price of gold and copper, the estimation of mineral reserves and resources, the realization of mineral estimates, the timing and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, currency exchange rate fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims, limitations on insurance coverage and timing and possible outcome of pending litigation. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", or "might" be taken, occur or be achieved. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made, and they involve known and unknown risks, uncertainties and other factors which may cause the actual results, level of activity, performance or achievements of the Company to be materially different from any other future results, performance or achievements expressed or implied by the forward- looking statements. Such factors include, among others: risks relating to the integration of acquisitions, risk relating to international operations, the actual results of current exploration activities; actual results of current reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of gold or other minerals; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; fluctuations in metal prices; as well as those risk factors discussed or referred to in the Company's Management's Discussion and Analysis for the year ended September 30, 2020 filed with the securities regulatory authorities in Canada and available at www.sedar.com. 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, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. 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. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements.

19. MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying financial statements of the Company and all the information in this Management's Discussion and Analysis are the responsibility of management and have been approved by the Board of Directors.

The financial statements have been prepared by management in accordance with International Financial Reporting Standards. When alternative accounting methods exist, management has chosen those it deems most appropriate in the circumstances. Financial statements are not precise since they include certain amounts based on estimates and judgments. Management has determined such amounts on a reasonable basis in order to ensure that the financial statements are presented fairly, in all material respects. Management has prepared the financial information presented elsewhere in the Management's Discussion and Analysis and has ensured that it is consistent with that in the financial statements.

DISCOVERY HARBOUR RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED SEPTEMBER 30, 2020

PAGE 25

The Company maintains systems of internal accounting and administrative controls in order to provide, on a reasonable basis, assurance that the financial information is relevant, reliable and accurate and that the Company's assets are appropriately accounted for and adequately safeguarded.

The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and is ultimately responsible for reviewing and approving the financial statements. The Board carries out this responsibility principally through its Audit Committee.

The Audit Committee is appointed by the Board, and a majority of its members are independent directors. The Committee meets at least once a year with management, as well as the external auditors, to discuss internal controls over the financial reporting process, auditing matters and financial reporting issues, to satisfy itself that each party is properly discharging its responsibilities, and to review the financial statements and the external auditors' report. The Committee reports its findings to the Board for consideration when approving the financial statements for issuance to the shareholders. The Committee also considers, for review by the Board and approval by the shareholders, the engagement or reappointment of the external auditors. The Company's auditors have full and free access to the Audit Committee.

On behalf of the Board,

DISCOVERY HARBOUR RESOURCES CORP.

Mark Fields

President and Chief Executive Officer

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Discovery Harbour Resources Corp. published this content on 21 January 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 January 2021 18:27:00 UTC