Major Precious Metals : Earnings Document

MAJOR PRECIOUS METALS CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended September 30, 2021

MAJOR PRECIOUS METALS CORP.

MANAGEMENT DISCUSSION AND ANALYSIS

For the year ended September 30, 2021

Date of this report and forward-looking statements

This management's discussion and analysis ("MD&A") of Major Precious Metals Corp. (the "Company") has been prepared by management as of December 15, 2021 and should be read in conjunction with the Company's audited financial statements and accompanying notes for the year ended September 30, 2021, (the "Financial Statements")., which have been prepared and reported in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and the interpretations of the International Financial Reporting Interpretation Committee ("IFRIC").

Our Financial Statements and the management's discussion and analysis are intended to provide a reasonable basis for the investor to evaluate our financial situation.

All dollar amounts contained in this MD&A are expressed in Canadian dollars, unless otherwise specified.

The Board of Directors of the Company have approved this document.

Where we say "we", "us", "our", the "Company" or "Major Precious Metals", we mean Major Precious Metals Corp.

These documents, and additional information relating to the Company, are available for viewing under the Company's profile at www.sedar.com.

Certain statements in this document constitute "forward-looking statements" and are based on current expectations and involve risks and uncertainties, referred to above and or in the Company's financial statements for the years ended September 30, 2021, that could cause actual events or results to differ materially from estimated or anticipated events or results reflected in the forward-looking statements. Examples of such forward looking statements include statements regarding financial results and expectations for 2022, future anticipated results of exploration programs and development programs, including, but not limited to, the geology, grade and continuity of mineral deposits and conclusions of economic evaluations, and the possibility that future exploration, development or mining results will not be consistent with the Company's expectations, metal prices, demand for metals, currency exchange rates, political and operational risks inherent in mining or development activities, legislative factors relating to prices, taxes, royalties, land use, title and permits, importing and exporting of minerals, environmental protection, expenditures on property, plant and equipment, increases and decreases in reserves and/or resources and anticipated grades and recovery rates and are or may be based on assumptions and/or estimates related to future economic, market and other conditions. This list is not exhaustive and should be considered carefully by prospective investors, who should not place undue reliance on such forward-looking statements. Factors that could cause actual results, developments or events to differ materially from those anticipated include, among others, the factors described or referred to elsewhere herein including, without limitation, under the heading "Risks and Uncertainties" and/or the financial statements, and include unanticipated and/or unusual events as well as actual results of planned exploration and development programs and associated risk. Many of such factors are beyond the Company's ability to control or predict. Actual results may differ materially from those anticipated. Readers of this MD&A are cautioned not to put undue reliance on forward looking statements due to their inherent uncertainty. Forward-looking statements are made based upon management's beliefs, estimates and opinions on the date the statements are made, which management believes are reasonable, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law. These forward-looking statements should not be relied upon as representing management's views as of any date subsequent to the date of this MD&A. Additional information, including interim and annual consolidated financial statements, the management information circulars and other disclosure documents, may also be examined and/or obtained through the Internet by accessing the Canadian System for Electronic Document Analysis and Retrieval ("SEDAR") website at www.sedar.com.

The Company undertakes no obligation to publicly update or review the forward-looking statements whether as a result of new information, future events or otherwise.

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MAJOR PRECIOUS METALS CORP.

MANAGEMENT DISCUSSION AND ANALYSIS

For the year ended September 30, 2021

Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations.

OVERVIEW AND DESCRIPTION OF BUSINESS

Major Precious Metals Corp. (the "Company") was incorporated under the provisions of the Business Corporations Act (British Columbia) on June 5, 2006. On September 4, 2018 the Company's common shares began trading on the Canadian Securities Exchange (the "CSE") under its the symbol "EZNC". On June 17, 2020 the name was changed to Major Precious Metals Corp., and on June 22, 2020 the Company started trading on the Canadian Securities Exchange (the "CSE") under the name Major Precious Metals Corp., under the symbol "SIZE". The Company received approval and on September 29, 2021 the Company's common shares commenced trading on the Aequitas Neo Exchange under the symbol "SIZE". As a result, the Company ceased to be a "venture issuer", as that term is defined under National instrument 51-102.The Company is a junior exploration company focused on the exploration and development of the Skaergaard Project in eastern Greenland.

The Skaergaard Project contains one of the largest palladium and gold deposits outside the major PGM producing areas of Russia and South Africa. The Company is focused on accelerating the progress of the Skaergaard Project along the Mine Development Cycle and has recently initiated a further major work program of drilling and economic evaluation.

The Company has its administration office and registered records office at Suite 810 - 789 West Pender Street, Vancouver, BC, V6C 1H2, Canada.

As at September 30, 2021, the Company had no source of revenue, had a working capital deficiency of $8,950,535 (September 30, 2020 - $308,505) and an accumulated deficit of $40,353,134 (September 30, 2020- $13,977,157). The ability of the Company to continue as a going concern depends upon its ability to identify, evaluate and negotiate an acquisition of a viable project and to continue to raise adequate financing and attain future profitable operations. Management is continually targeting sources of additional financing through alliances with financial, exploration and mining entities, or other business to ensure continuation of the Company's operations and exploration programs. These material uncertainties may cast significant doubt about the Company's ability to continue as a going concern. While this has been successful in the past, there is no assurance that such financing will be available in the future.

COMPANY HIGHLIGHTS

Financings:

During the year ended September 30, 2021, the Company issued 29,660,453 common shares pursuant to warrants exercised at prices ranging from $0.073 to $0.50 per share for proceeds of $4,016,350.

During the year ended September 30, 2021, the Company issued 3,434,890 common shares pursuant to options exercised at prices ranging from $0.05 to $0.155 per share for proceeds of $607,900.

On October 28, 2021, the Company announced that it has entered into a definitive convertible security funding agreement with L1 Capital Global Opportunities Master Fund, a Cayman based investment fund, part of the L1 Capital Group. The funding will come in the form of up to CAD $6 million face-value convertible debentures. The Company will receive net proceeds of up to CAD $5.4 million from the convertible debenture issuance, less applicable closing costs.

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MAJOR PRECIOUS METALS CORP.

MANAGEMENT DISCUSSION AND ANALYSIS

For the year ended September 30, 2021

COMPANY HIGHLIGHTS (continued)

Financings: (continued)

Under the terms of the agreement, an initial CAD $3.15 million has been funded as a first tranche pursuant to the issuance of an initial convertible debenture with a face value of CAD $3.5 million. The agreement also contemplates the issuance of a second tranche convertible debenture, subject to conditions set forth in the agreement, for gross proceeds to the Company of up to CAD $2.25 million with a face value of CAD $2.5 million, to be completed on the date that is one hundred and eighty days after the closing of the first tranche. There can be no assurances that the second tranche will be completed as indicated, or at all.

On July 21, 2021 the Company announced that it has closed a non-brokered private placement of 4,135,715 units of the Company at a price of $0.35 per unit for gross proceeds of $1,447,500. Each unit consists of one common share of the Company and one-half of one transferable common share purchase warrant. Each warrant entitles the holder thereof to purchase one additional common share for a period of two years from closing at a price of $0.70 per common share.

On July 6, 2021 the Company announced that it has closed a non-brokered private placement of 24,285,715 units of the Company at a price of $0.35 per unit for gross proceeds of $8,500,000. Each unit consists of one common share of the Company and one-half of one transferable common share purchase warrant. Each warrant entitles the holder thereof to purchase one additional common share for a period of two years from closing at a price of $0.70 per common share. $317,550 of the proceeds received were used to repay loan payable.

On June 14, 2021 the Company announced that it is offering subscribers a non-brokered Private Placement through the issuance of 28,600,000 units of the Company at a price of $0.35 per unit for gross proceeds of $10,000,000. Each unit consists of one common share of the Company and one half of one transferable common share purchase warrant. Each whole warrant entitles the holder thereof to purchase one additional common share for a period of 2 years from the applicable closing date at a price of $0.70 per common share, subject to an acceleration provision should the Company's common shares trade above $1.20 for a period of 10 trading days.

On February 1, 2021, the Company announced the close of a non-brokered private placement of 1,900,000 units of the Company at a price of $0.25 per unit for gross proceeds of $475,000. Each unit consists of one common share of the Company and one transferable common share purchase warrant. Each warrant entitles the holder thereof to purchase one additional common share for a period of two years from closing at a price of $0.50 per common share. In connection with the private placement, a finder's fee of 91,000 common shares was issued to an arm's-length finder.

On December 31, 2020, the Company announced the close of the second tranche of the non-brokered private placement. Pursuant to the Second Tranche, the Company issued of 2,250,000 Units at a price of $0.25 per Unit for gross proceeds of $562,500. Each Unit consists of one common share of the Company (a "Common Share") and one transferable Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional Common Share for a period of two years from closing at a price of $0.50 per Common Share. The securities issued pursuant to the Offering are subject to a four month hold period. A finder's fee consisting of $9,000 cash and 36,000 finder's warrants was paid to Canaccord Genuity Corp. in connection with the Second Tranche.

On December 23, 2020 the Company announced that it has completed the first tranche of a non-brokered private placement (the "First Tranche") through the issuance of 6,200,000 units (the "Units") of the Company at a price of $0.25 per Unit for gross proceeds of $1,550,000 (the "Offering"). Each Unit consists of one (1) common share of the Company (a "Common Share") and one (1) transferable common share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one (1) additional Common Share for a period of 2 years from closing at a price of $0.50 per Common Share.

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MAJOR PRECIOUS METALS CORP.

MANAGEMENT DISCUSSION AND ANALYSIS

For the year ended September 30, 2021

Skaergaard Project:

October 28, 2021, the Company announced that it has recently completed its Phase 1 diamond drilling program on its Skaergaard Project in eastern Greenland, which contains one of the world's largest palladium and gold deposits outside the major palladium, gold mining "PGM" producing areas of Russia and South Africa. The Company is focused on creating shareholder value by accelerating the progress of the Skaergaard Project along the mine development cycle.

On July 7, 2021 the Company provided shareholders and interested stakeholders in a townhall meeting with an update on the Skaergaard Project in Greenland, the Company's flagship project and one of the largest palladium and gold deposits outside the major PGM producing areas of Russia and South Africa. Mr. Williams also discussed the recent financing announced on June 14, 2021. The presentation was followed by a question-and- answer session where attendees were able to ask any questions they may have of management

On May 25, 2021 the Company published a technical report on the Skaergaard project, southeastern Greenland

- Report for NI 43-101 See www.sedar.com

On May 12, 2021 the Company announced that it had signed contracts with Air Greenland for helicopter charter services and Xploration Services Greenland A/S ("XS") for field administration and logistics services for its upcoming diamond drilling program on the Skaergaard Project. The Company also hired several geologists and field support staff for this summer's drilling program and was working on planning and logistics. Air Greenland will be providing Major Precious Metals with two helicopters each with one pilot, and one licensed mechanic will perform maintenance and repairs on both helicopters. The helicopter charter is expected to commence in early July and the crew will be stationed on the Company's charter ship along with the geology, field, and drilling crews. Xploration Services (XS) is a Nuuk-based service provider for the Greenland exploration and mining industry that provides turn-key solutions related to logistical planning, shipping and administration services, permitting and work visas, tax and payroll, importing field equipment, developing health & safety and emergency procedures, and field and camp management. XS will work closely with Jim Sparling, the Company's Skaergaard Project Manager to liaise with the Greenland government and Mineral Licensing and Safety Authority (MLSA), and take care of prefield season planning, camp setup, mobilization and demobilization, and post-field season reporting, including all logistics and related issues in connection with the 2021 Skaergaard exploration and drilling program.

On April 30, 2021 the Company announced recent developments in Greenland with regards to exploration and mining activities and their potential impact on the Skaergaard Project. The Company is in the process of planning a large diamond drilling program on its Skaergaard Project starting in late June to early July. Recent election results in Greenland have resulted in a new coalition government that remains very supportive of exploration and mining development in the country. This has been evident with the recent conditional approval and full support of the Company's exploration and drilling plans for Skaergaard by the Greenland Mineral Licensing and Safety Authority ("MLSA"). The Company has been working directly with the MLSA regarding its upcoming drilling plans and the feedback has been very positive with final approvals expected once the final drilling plans and associated documentation have been approved by MLSA staff.

On April 24, 2021 the Company provided an update on its exploration and drilling plans for this summer on the Skaergaard Project ("Skaergaard") in eastern Greenland. The Company has already reserved a converted icebreaker to be retrofitted to include a helipad, to provide accommodations for field crews, as opposed to building a temporary field camp at the Sødalen airstrip (MEL 2012-25), located 15 km east of the Skaergaard deposit. Using a passenger ship for accommodations is environmentally friendly and will significantly reduce or eliminate wildlife disturbances, thereby improving the health and safety of field and drilling staff, and helicopter crews. In addition, using a passenger ship anchored so close to the drill sites will result in significantly less helicopter transit times and increased cost savings. The Company is also in the final stages of selecting a drilling company for the diamond drilling program and is in the process of hiring core logging geologists and field technicians to support the drilling program. The Company plans to complete 10,000 metres of diamond drilling on its Skaergaard mineral exploration license (MEL 2007-01) using four heli-supported drilling rigs, with mobilization planned between the end of June and early July. The Company also plans to complete reconnaissance field mapping of its new exploration license granted in January (MEL 2021-10) as part of its summer 2021 exploration plans, and to

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