MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

EXCELSIOR MINING CORP.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Management's Discussion and Analysis ("MD&A") is as of August 9, 2022 and relates to the financial condition of Excelsior Mining Corp. and its subsidiaries ("Excelsior" or the "Company") as of June 30, 2022. The MD&A supplements and complements Excelsior's unaudited Condensed Consolidated Interim Financial Statements for the six months ended June 30, 2022 (the "Consolidated Financial Statements") and related notes. Comparison of the financial results in this MD&A is provided to the financial results for the three and six-month period ended June 30, 2021, or the year ended December 31, 2021. Other relevant documents to be read with this MD&A include the Audited Consolidated Financial Statements for the year ended December 31, 2021, and the Annual Information Form ("AIF") for the year ended December 31, 2021. These documents are available on the Company's website at www.excelsiormining.com, and on the SEDAR website at www.sedar.com.

The unaudited Consolidated Financial Statements for the six months ended June 30, 2022 have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as applicable to interim financial reports including International Accounting Standard 34, Interim Financial Reporting. The condensed consolidated interim financial statements do not include all the information required for full annual financial statements. The accounting policies applied in the condensed consolidated interim financial statements are consistent with those applied in the Company's audited annual consolidated financial statements unless otherwise disclosed (see Accounting Policies, Estimates and Judgements). All dollar amounts are expressed and presented in thousands of United States dollars except per share amounts (unless otherwise noted). Canadian dollars are expressed as "CAD$".

Readers are cautioned that this MD&A contains forward-looking statements and that actual events may vary from Management's expectations. Readers are encouraged to read the "Cautionary Statements" section presented later in this MD&A including the factors described in "Risk Factors" and "Forward-Looking Information".

APPROVAL

The Board of Directors of Excelsior Mining Corp. has approved the disclosure contained in this MD&A as of August 9, 2022.

DESCRIPTION OF BUSINESS AND GOING CONCERN

Excelsior is a mineral exploration, development and mining company that is advancing the Gunnison Copper Project ("Gunnison Project") located in Cochise County, Arizona. Excelsior was incorporated under the Business Corporations Act of British Columbia on June 9, 2005. The Company is listed on the Toronto Stock Exchange ("TSX") under the symbol "MIN", the top-tierover-the-counter market ("OTCQX") under the symbol "EXMGF", and the Frankfurt Stock Exchange under the symbol "3XS".

The Gunnison Project is projected to be a low-cost, environmentally friendly in-situ recovery copper extraction project that is permitted to 125 million pounds per year of copper cathode production. Excelsior announced the start of construction in December 2018, and the completion of the construction phase in December 2019, including the wellfield drilling and the supporting infrastructure consisting of the electrical power system upgrades, all holding ponds, the pipeline corridor and acid storage tanks. Upgrades to the adjacent Johnson Camp mine ("JCM") Solvent Extraction and Electrowinning ("SX-EW") plant were also completed in December 2019. The injection of mining fluids to the wellfield for copper production started on December 31, 2019 and the Company began the start-up and commissioning phase of the project in January 2020. On April 9, 2020 a decision was made to place the project on Care and Maintenance in response to the COVID-19 global pandemic. On August 12, 2020 the Company announced that a small-scale restart had commenced. On June 22, 2022 the Company issued a press release stating that, in order to conserve cash, the Company was reducing its workforce and putting the wellfield on reduced operations by temporarily stopping acid injection. These actions will allow the Company to focus on investigating the key recommendations from the March 2022 Gunnison Project Pre-feasibility Study update, planning for well stimulation trials to determine efficacy in alleviating CO2 blocking and continuing with the evaluation of the Johnson Camp Mine open pit opportunity. The Company continues to maintain the wellfield in accordance with all state and federal permit requirements.

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EXCELSIOR MINING CORP.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

During the six-month period ended June 30, 2022 the Company had income of $54.3 million that included a non-cash gain on the derivatives of $63.1 million and used cash flow from operations of $7.9 million. As at June 30, 2022 the Company had working capital of $9.5 million, including a cash balance of $11.9 million. The Company also has certain long-term financial liabilities which carry financial covenants which may be breached within the next twelve months due to the Company's delay in reaching commercial production in the current year (further discussed below). These conditions represent a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period.

In support of the Company's plan to restart JCM, on December 22, 2021 the Company and its lender, Nebari Natural Resources Credit Fund I LLP ("Nebari"), executed an amendment to the loan agreement which extends the due date of the $15 million loan advanced by Nebari to September 29, 2023. Nebari also offered an additional $15 million loan, available in three tranches, subject to Nebari completing satisfactory due diligence on the JCM Pit restart and plans for and actual production improvements on the existing wellfield. The availability period for the first $5 million tranche (fourth tranche) of this additional loan was to end on June 30, 2022, however, on May 31, 2022 Nebari extended the availability of the fourth tranche to December 31, 2022. The amendment to the loan agreement continues to require the Company to maintain a $5 million minimum cash balance which has the potential to be breached within the next 12 months. The amendment to the loan agreement allows a 60 day cure period in the event of a breach of this condition.

Pursuant to the Copper Purchase and Sale Agreement with Triple Flag (the "Stream Agreement"), the Company is required to maintain a leverage ratio of 3.5:1. The leverage ratio is calculated as the ratio of indebtedness of the Company to net income (adjusted for certain items). On December 22, 2021 the Company and Triple Flag executed an amendment to the Stream Agreement which suspends the applicability of the leverage ratio until September 29, 2023 (the "Leverage Ratio Grace Period") to accommodate the extension of the Nebari loan due date. Under the amendment the Leverage Ratio Grace Period may be further extended to July 31, 2024, subject to certain conditions, in the event that Nebari advances additional funds to the Company.

The Company has been successful in obtaining significant equity and other financings since inception and intends to continue financing its future requirements through mining of the existing JCM pits and through a combination of equity, debt and/or other arrangements. However, there can be no assurance that the Company will be able to obtain the necessary financing. The consolidated financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore to realize its assets and liquidate its liabilities and commitments in other than the normal course of business. These adjustments could be material.

COPPER STREAM

On November 30, 2018 the Company finalized an agreement for a $75,000 project financing package ("Project Financing", or "copper stream" or "copper stream derivative liability") with Triple Flag Mining Finance Bermuda Ltd. ("Triple Flag") for the purpose of developing the Gunnison Project. In connection with the Project Financing, the Company issued Triple Flag 3.5 million five-year common share purchase warrants (the "warrants"), under a five- year term beginning on November 30, 2018, entitling Triple Flag to purchase 3.5 million Excelsior common shares at a strike price of CAD$1.50 per share issued.

In the amendment to the Triple Flag agreement that was executed on December 22, 2021 the Company and Triple Flag agreed to remove the right to buy-down the stream percentage and adjust the warrant strike price to CAD $0.54 effective January 11, 2022 and to extend the Leverage Ratio Grace Period to September 29, 2023. Under the amendment the Leverage Ratio Grace Period may be further extended to July 31, 2024, subject to certain conditions, in the event that Nebari advances additional funds to the Company.

As of September 30, 2019, the Company has received all funding from the $75,000 project financing, consisting of a $65,000 copper stream (the "Stage 1 Upfront Deposit"), and $10,000 in equity financing.

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EXCELSIOR MINING CORP.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Under the terms of the Project Financing, Triple Flag committed to fund the Stage 1 Upfront Deposit in return for Excelsior selling to Triple Flag a percentage of the refined copper production from the Gunnison Project at a reduced price equal to 25% of the copper spot price. The exact percentages of copper production to be sold to Triple Flag varies according to the total production capacity, based on a sliding scale.

The percentages applicable at certain production levels are detailed in the table below.

Following a decision by Excelsior to expand the production capacity, Triple Flag will have the option to invest a further $65,000 in exchange for an increase in its entitlement to copper under the Stream ("Expansion Option").

The table below shows the range of percentage of production to be purchased by Triple Flag based on specified production levels and that includes Triple Flag's Expansion Option. Actual amounts will be calculated within the range, based on the proven production history.

The stream obligation and share purchase warrants are recorded at fair value at each statement of financial position date as the Company has determined that the stream obligation and the share purchase warrants are derivative liabilities carried at FVTPL.

As at June 30, 2022, the fair value of the stream obligation was valued using a Monte Carlo simulation model. The significant assumptions developed by management used in the Monte Carlo simulation model included: the copper forward price curve, the long-term copper price volatility of 26.67% (December 31, 2021 - 25.11%), a discount rate which factors in the Company's credit spread of 10.2% (December 31, 2021 - 7.48%), the life of mine production schedule and expectations including expansion plans and characterization of the stream for tax purposes.

The Monte Carlo simulation model was prepared by an independent valuation specialist and the life of mine production schedule and expectations including expansion plans are based on the information compiled by qualified persons.

On November 30, 2018, pursuant to the Project Financing, the Company issued 3.5 million share purchase warrants at an exercise price of CAD$1.50 per share and exercisable into 3.5 million common shares of the Company until November 30, 2023. The Company determined that the share purchase warrants are a derivative liability as they are denominated in a currency other than USD.

In the amendment to the Triple Flag agreement that was executed on December 22, 2021, the exercise price of the 3.5 million share purchase warrants changed to CAD$0.54 per share with an effective date of January 11, 2022.

NEBARI FINANCING

On October 31, 2019 the Company entered into an agreement with Nebari Natural Resources Credit Fund I LP ("Nebari") for a $15,000 credit facility (the "Credit Facility"). As of May 31, 2020, the $15,000 credit facility had been fully drawn. The Credit Facility is secured against the assets of Excelsior and certain of its subsidiaries. The Credit Facility bears interest at 14.2% per annum, payable monthly. An arrangement fee of 2.0% ($300) of the total available funds under the Credit Facility was paid on closing. The arrangement fee is creditable against interest payable on the draws under the Credit Facility, to a maximum of $100 of interest per each draw. The Credit Facility had an initial term of 15 months from the date of the Initial Draw which occurred on December 23, 2019.

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EXCELSIOR MINING CORP.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

On December 22, 2021, the Company entered into an agreement with Nebari to extend the maturity of the Credit Facility to September 29, 2023. The amendment includes a repayment bonus to Nebari of 3% ($450) of the amount drawn on the credit facility due at the repayment date and has been stated at its present value. Nebari also offered an additional $15 million loan, available in three tranches, subject to Nebari completing satisfactory due diligence on the JCM Pit restart and plans for and actual production improvements on the existing wellfield. The availability period for the first $5 million tranche (fourth tranche) of this additional loan was to end on June 30, 2022, however, on May 31, 2022 Nebari extended the availability of the fourth tranche to December 31, 2022. The amendment requires the Company to maintain a minimum cash balance of $5,000 allowing a 60 day cure period in the event of a breach.

PAYCHECK PROTECTION PROGRAM LOAN

On May 21, 2020 the Company signed a Promissory Note with the Bank of America under the Paycheck Protection Program (PPP) and was advanced a loan in the amount of $1,206.

On March 31, 2021 the Company was notified that the SBA had approved the forgiveness of $1,090 of the PPP loan, and this amount was recognized in "Other Items".

The remaining loan balance of $116 has been paid.

GUNNISON PROJECT AND JOHNSON CAMP

The Company received approval in December 2019 from the Environmental Protection Agency to commence mining operations and began injecting mining fluids to the copper ore body on December 31, 2019. The mining fluids circulate through a volume of rock of approximately 400ft x 400ft x 700ft, in a closed-loop system until the concentration of copper held in solution meets a sufficient grade to be treated through the SX-EW facilities to extract the copper and produce LME grade copper cathode sheets.

On December 21, 2020, Excelsior announced that first copper cathode production had been achieved at the Gunnison Project. On January 28, 2021 Excelsior announced that it had sold its first copper cathode from the Gunnison Project. Assays confirm that the copper content achieved 99.998%. During February 2021, the copper purity achieved 99.999% as per the feasibility design and is anticipated for all future copper harvests.

The Company is continuing with ramp up activities to attain commercial production levels. The ramp up process has been slowed by the formation of CO2 in the wellfield which occurs when the acidified raffinate comes into contact with secondary calcite within the permeable fracture system. Cycling periods of freshwater injection with acid injection and recovery has demonstrated sustained flow improvements on individual wells. To resolve this issue throughout the existing wellfield, the Company has announced plans to design, construct and operate a raffinate neutralization plant that will be used to provide approximately pH neutral solutions for use in the earlier described cycling process. Additionally, the Company is planning to restart the Johnson Camp copper oxide open pits to supplement copper production during the period required to design, construct, and operate the raffinate neutralization plant for a period of time sufficient to alleviate CO2 in the existing wellfield.

On June 22, 2022 the Company announced the completion of its infill drill program on the Johnson Camp mine Pits. A total of 43 diamond holes were drilled and assay results obtained. The results will allow the Company to develop a mine plan that focusses on this new, higher-grade, mineralized zone. Permitting of the new leach pad to restart operations is in progress; however the additional drilling and metallurgical testing will push the Company's goal of restarting mining operations at JCM into 2023.

On June 22, 2022 the Company announced that in order to conserve cash the Company was reducing its workforce and putting the wellfield on reduced operations by temporarily stopping acid injection. These actions will allow the Company to focus on investigating the key recommendations from the March 2022 Gunnison Project Pre-feasibility Study update, planning for well stimulation trials to determine efficacy in alleviating CO2 blocking, continuing with

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Excelsior Mining Corp. published this content on 09 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 August 2022 22:02:32 UTC.