Forward Looking Statements

The statements contained in the following MD&A and elsewhere throughout this Quarterly Report on Form 10-Q, including any documents incorporated by reference, that are not historical facts, including statements about our beliefs and expectations, are "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements preceded by, followed by or that include the words "may," "could," "would," "should," "believe," "expect," "anticipate," "plan," "estimate," "target," "project," "intend" and similar words or expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking statements.

These forward-looking statements, which reflect our management's beliefs, objectives, and expectations as of the date hereof, are based on the best judgement of our management. All forward-looking statements speak only as of the date on which they are made. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following: economic, social and political conditions, global economic downturns resulting from extraordinary events such as the COVID-19 pandemic and other securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; risk of liability for errors in clearing functions; systemic risk; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; the inability to achieve synergies or to implement integration plans and other consequences associated with risks and uncertainties detailed in our filings with the SEC, including our most recent filings on Forms 10-K and 10-Q.

We caution that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise, except to the extent required by the federal securities laws.

This discussion should be read in conjunction with our financial statements on our 2019 Form 10-K, and our financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.

Introduction to Interim Consolidated Financial Statements.

The interim consolidated financial statements included herein have been prepared by Inception Mining Inc. ("Inception Mining" or the "Company") without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "Commission"). Certain information and footnote disclosure normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These interim consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in this filing.

In the opinion of management, all adjustments have been made consisting of normal recurring adjustments and consolidating entries, necessary to present fairly the consolidated financial position of the Company and subsidiaries as of September 30, 2020, the results of its consolidated statements of operations and comprehensive loss for the three- and nine- month periods ended September 30, 2020 and 2019, and its consolidated cash flows for the nine-month periods ended September 30, 2020 and 2019. The results of consolidated operations for the interim periods are not necessarily indicative of the results for the full year.

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.





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Overview and Plan of Operation

We are a mining company that was formed in Nevada on July 2, 2007. As a mining company, we are engaged in the production of precious metals. Our activities are not limited to production and they also include production, acquisition, exploration, and development of mineral properties, primarily for gold, from owned mining properties.

Clavo Rico Mine

On October 2, 2015, the Company consummated a merger with Clavo Rico Ltd. ("Clavo Rico"). Clavo Rico is a privately held Turks and Caicos company with principal operations in Honduras, Central America. Clavo Rico operates the Clavo Rico mining concession through its subsidiaries Compañía Minera Cerros del Sur, S.A de C.V. and Compañía Minera Clavo Rico, S.A. de C.V. and holds other mining concessions. Its workings include several historical underground mining operations dating back to the early Mayan and Spanish occupation.

The Company's primary mine is located on the 200-hectare Clavo Rico Concession, located in southern Honduras. This mine was originally explored and exploited in the 16th century by the Spanish, and more recently has been operated by Compañía Minera Cerros del Sur, S. de R.L. as a small family business. In 2003, Clavo Rico's predecessor purchased a 20% interest and later increased its ownership to 99.9%. This company has since invested over five million dollars in the expansion and development of the mine and surrounding properties. Today, the Company operates this mine through exploration of surface-level material.

Mining operations begin by crushing extracted material to approximately 3/8-inch size pebbles, which is then mixed with additional material and loaded on the recovery pad for processing. The pebble material is sprinkled with a solution that leaches the gold from the rock, and the solution is collected and processed on-site at Clavo Rico's own ADR plant. The doré bars that result from this process are shipped to the USA for refining.

Prior to the expansion, the mine had only been processing approximately less than 500 tons of extracted material per day. The current recovery operational increase has been sized to handle from 500 to 750 tons of extracted material per day on a recovery bed that has the capacity to receive up to 750,000 tons of material. The Company commenced full operations on January 1, 2012 and believes that sufficiently high gold content ore bodies have been located and blocked out to load the leach pad to capacity by the end of September 30, 2020.

The Company has engaged in preliminary drilling of this area, and the resulting assays of samples indicate that the material should have grades in the range of 0-5 grams of gold per ton.





Results of Operations


Nine months ended September 30, 2020 compared to the nine months ended September 30, 2019





We had net income of $2,632,053 for the nine-month period ended September 30,
2020, and a net loss of $16,637,563 for the nine-month period ended September
30, 2019. This change in our results over the two periods is primarily the
result of a decrease in revenue, a decrease in general and administrative
expenses, the change in the derivative liabilities, the sale of the mine
property in Idaho, the change in marketable securities and the decrease in
interest expense. The following table summarizes key items of comparison and
their related increase (decrease) for the nine-month periods ended September 30,
2020 and 2019:



                                         Nine Months Ended September 30,          Increase/
                                             2020                 2019           (Decrease)
Revenues                               $      3,319,783       $   3,876,937     $    (557,154 )
Cost of Sales                                 2,422,670           2,368,451            54,219
General and Administrative                      987,781           1,743,704          (755,923 )
Depreciation and Amortization
Expenses                                          6,238              27,213           (20,975 )
Total Operating Expenses                      3,416,689           4,139,368          (722,679 )
Income (Loss) from Operations                   (96,906 )          (262,431 )         165,525
Other Income (expense)                           19,603               3,485            16,118
Gain on sale of mining property                 471,084                   -           471,084
Change in Derivative Liabilities              5,101,087           8,525,217        (3,424,130 )
Change in Marketable Securities                 541,267                   -           541,267
Loss on Extinguishment of Debt                 (350,946 )          (410,120 )          59,174
Interest Expense                             (3,053,136 )       (24,493,714 )      21,440,578
Income (Loss) from Operations Before
Taxes                                         2,632,053         (16,637,563 )      19,269,616
Net Income (Loss)                      $      2,632,053       $ (16,637,563 )   $  19,269,616




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Revenues decreased because of the Covid-19 mandated shut-down slowed the production in the second quarter and into the third quarter because no new material was placed on the leach pads for several weeks.

Cost of sales increased even though the Company has been working on trimming down excess expenses because of the lower amounts of ore placed on the leach pad during the Covid-19 shutdown period. Many of the fixed costs of the Company have remained the same causing cost of sales to increase overall. The increase in cost of sales was from rent expenses being down $71,400, electrical expenses being down $24,000, geologist expense down $46,000, depreciation expense being down $103,500 and a variety of accounts up smaller amounts that contributed to the increase in cost of sales of $54,219. However, cost of sales as a percentage of revenues went up because of the Covid-19 shut-down. Even though most of the plant was closed during a good portion of the second quarter, the Company was still required to pay salaries and wages while the employees were not working, and no revenues were being produced.

General and administrative expenses decreased because of lower legal and accounting expenses in Honduras and a decrease in consulting fees and stock-based compensation.

Changes in derivative liabilities were because of the lower valuation of the derivative liabilities in this quarter.

Interest expense decreased in 2020 because of the decrease in convertible notes that were paid off in 2019 during the prepayment penalty periods to avoid conversion of these notes by the Company and the interest expense related to note debt discounts recorded in excess of the note proceeds.

Three months ended September 30, 2020 compared to the three months ended September 30, 2019





We had net income of $1,052,148 for the three-month period ended September 30,
2020, and a net income of $2,338,123 for the three-month period ended September
30, 2019. This change in our results over the two periods is primarily the
result of a decrease in revenue, a decrease in general and administrative
expenses, the change in the derivative liabilities, the sale of the mine
property in Idaho, the change in marketable securities and the decrease in
interest expense. The following table summarizes key items of comparison and
their related increase (decrease) for the three-month periods ended September
30, 2020 and 2019:



                                          Three Months Ended September 30,          Increase/
                                             2020                   2019           (Decrease)
Revenues                               $       1,387,470       $    1,853,730     $    (466,260 )
Cost of Sales                                    866,595              483,837           382,758
General and Administrative                       343,898              562,243          (218,345 )
Depreciation and Amortization
Expenses                                           1,811                9,054            (7,243 )
Total Operating Expenses                       1,212,304            1,055,134           157,170
Income (Loss) from Operations                    175,166              798,596          (623,430 )
Other Income (expense)                             1,112                2,051              (939 )
Change in Derivative Liabilities               1,829,468            3,079,105        (1,249,637 )
Change in Marketable Securities                  162,325                    -           162,325
Loss on Extinguishment of Debt                   (35,956 )           (303,150 )         267,194
Interest Expense                              (1,079,967 )         (1,238,479 )         158,512
Income (Loss) from Operations Before
Taxes                                          1,052,148            2,338,123        (1,285,975 )
Net Income (Loss)                      $       1,052,148       $    2,338,123     $  (1,285,975 )




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Revenues decreased because of the Covid-19 mandated shut-down slowed the production in the second quarter and into the third quarter because no new material was placed on the leach pads for several weeks.

Cost of sales increased even though the Company has been working on trimming down excess expenses because of the lower amounts of ore placed on the leach pad during the Covid-19 shutdown period. Many of the fixed costs of the Company have remained the same causing cost of sales to increase overall. The increase in cost of sales was from lime and cyanide expenses being up $7,600, geologist expenses being down $28,000, depreciation expense being down $35,000, a variety of accounts up smaller amounts and the adjustment of inventory in process that contributed to the increase in cost of sales of $382,758. However, cost of sales as a percentage of revenues went up because of the Covid-19 shut-down. Even though most of the plant was closed during a good portion of the second quarter, the Company was still required to pay salaries and wages while the employees were not working, and no revenues were being produced.

General and administrative expenses decreased because of lower legal and accounting expenses in Honduras and a decrease in consulting fees and stock-based compensation.

Changes in derivative liabilities were because of the lower valuation of the derivative liabilities in this quarter.

Interest expense decreased in 2020 because of the decrease in convertible notes that were paid off in 2019 during the prepayment penalty periods to avoid conversion of these notes by the Company and the interest expense related to note debt discounts recorded in excess of the note proceeds.

Liquidity and Capital Resources

Our balance sheet as of September 30, 2020 reflects assets of $1,430,951. We had cash in the amount of $150,071 and working capital deficit in the amount of $26,384,405 as of September 30, 2020. Thus, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.





Working Capital



                                   September 30, 2020       December 31, 2019
        Current assets            $            936,706     $           935,467
        Current liabilities                 27,321,111              22,331,953
        Working capital deficit   $        (26,384,405 )   $       (21,396,486 )

We anticipate generating losses and, therefore, may be unable to continue operations in the future if we don't acquire additional capital and issue debt or equity or enter into a strategic arrangement with a third party.





Going Concern Consideration


As reflected in the accompanying unaudited condensed consolidated financial statements, the Company and has an accumulated deficit of $34,378,105. In addition, there is a working capital deficit of $26,384,405 as of September 30, 2020. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.





                                                    Nine Months Ended September 30,
                                                     2020                    2019
Net Cash Provided by (Used in) Operating
Activities                                     $         (68,032 )     $        (727,978 )
Net Cash Used in Investing Activities                    620,827                       -
Net Cash Provided by (Used in) Financing
Activities                                              (450,789 )               886,899
Effects of Exchange Rate Changes on Cash                      69                    (234 )
Net Increase (Decrease) in Cash                $         102,075       $         158,687




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Operating Activities


Net cash flow used in operating activities during the nine months ended September 30, 2020 was $68,032, a decrease of $659,946 from the $727,978 net cash used in during the nine months ended September 30, 2019. This decrease in the cash used in operating activities was primarily due to the decrease in consulting and investor relation expenses for 2020 that used less cash in operations for the period.





Investing Activities


Investing activities during the nine months ended September 30, 2020 provided $620,827, an increase of $620,827 from the $0 used by investing activities during the nine months ended September 30, 2019. During the nine months ended September 30, 2020, the Company purchased $48,924 in fixed assets and marketable securities of $5,741 but also received proceeds of $249,660 from the sale of the mine property in Idaho and $425,832 from the sale of marketable securities.





Financing Activities


Financing activities during the nine months ended September 30, 2020 used cash of $450,789, a decrease of $1,337,688 from the $886,899 provided by financing activities during the nine months ended September 30, 2019. During the nine months ended September 30, 2020, the Company received $1,572,600 in proceeds from notes payable - related parties and $100,000 in proceeds from a note payable. The Company made $1,812,675 in payments on notes payable - related parties and $310,714 in payments on convertible notes payable.





Critical Accounting Policies


Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.

Costs of acquiring mining properties and any exploration and development costs are expensed as incurred unless proven and probable reserves exist, and the property is a commercially mineable property. Mine development costs incurred either to develop new gold and silver deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.

The Company capitalizes costs for mining properties by individual property and defers such costs for later amortization only if the prospects for economic productions are reasonably certain. Capitalized costs are expensed in the period when the determination has been made that economic production does not appear reasonably certain.

Recent Accounting Pronouncements

For recent accounting pronouncements, please refer to the notes to financial statements in Part I, Item 1 of this Quarterly Report.





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Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

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