North Peak Resources : MD&A for the year ended 31, December 2020

North Peak Resources Ltd.

Management's Discussion and Analysis

For the Year Ended December 31, 2020

Expressed in Canadian Dollars

Dated April 30, 2021

The following management's discussion and analysis ("MD&A") of the financial condition and results of operations of North Peak Resources Ltd. ("North Peak", or the "Company") constitutes management's review of the factors that affected the Company's financial and operating performance for the year ended December 31, 2020. This MD&A has been prepared in compliance with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations. This discussion should be read in conjunction with the audited annual consolidated financial statements of the Company for the year ended December 31, 2020, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. Information contained herein is presented as at April 30, 2021 unless otherwise indicated.

Description of Business

The Company was incorporated on March 28, 2011 and organized under the laws of Alberta, Canada. The registered office of the Company is located at 1600, 421 - 7 Avenue SW, Calgary, Alberta T2P 4K9. The Company today is a Canadian based gold exploration and development company that is listed on the TSX Venture Exchange (the "Exchange") under the symbol "NPR". The Company holds an option (the "Option") to acquire 100% interest in and to the Kenogami Lake Project (formerly referred to as the Mike Leahy Property) located 15 kilometres southwest of Kirkland Lake, Ontario consisting of twenty- seven (27) mineral claims totaling approximately 500.3 hectares (the "Property").

The Company's original business, starting in November 2015, was as an enterprise technology provider dedicated to building blockchain technologies. The Company was named BTL Group Ltd. and then Interbit Ltd., during that period of time. The Company has obtained various patents in the United States and subsequent to year end these patents, along with ongoing related patent applications in China, were sold for a $150,000 cash payment and a 5% royalty on any profits generated by the buyer and its affiliates from any commercial applications derived from the patents that such buyer may develop.

On March 20, 2020 the Company announced that it entered into an option agreement (the "Option Agreement") whereby the Company has been granted the exploration property Option described above and that it proposed to complete a "Change of Business" transaction (the "COB Transaction") to become a Tier 2 mining issuer listed on the Exchange and to be engaged in the exploration and development of mineral properties. The Company also proposed to change its name to "North Peak Resources Ltd." and to complete a consolidation of the issued and outstanding common shares of the Company (the "Common Shares") on the basis of one (1) post-consolidation Common Share for each two (2) pre- consolidation Common Shares (the "Consolidation").

On June 24, 2020 obtained shareholder approval for the proposed COB Transaction, the Consolidation, the proposed name change, and annual meeting matters.

On June 29, 2020, the Company announced it had completed the COB Transaction, the Consolidation and the name change to "North Peak Resources Ltd.". Current and comparative disclosure has been amended to reflect this Consolidation.

In addition, during the nine months ended September 30, 2020, the Company's wholly owned subsidiaries Blockchain Tech Ltd. and BTL Dev Ltd. were wound down and dissolved.

Highlights and Outlook

During the second quarter of 2020 the Company completed the COB Transaction to become engaged in the exploration and development of mineral properties, added to its Board of Directors and revamped and redirected its management team and their efforts. The Company also continued to reduce its monthly overhead and management has focused its attention to the exploration of the Property and studying and searching for additional mining projects that could meet the Company's investment criteria.

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North Peak Resources Ltd.

Management's Discussion and Analysis

For the Year Ended December 31, 2020

Expressed in Canadian Dollars

Dated April 30, 2021

The Company's management has previous experience in identifying and acquiring mining projects in politically safe jurisdictions and which meet the Company's current investment criteria, such as low cost and high grade in situ ore. Similar search criteria will guide management as it evaluates projects with a particular emphasis on finding "brownfield" projects, which are former operating mines that ceased operation either recently or well in the past. Such brownfield projects can often have commercial advantages over "greenfield" projects - which are exploration stage properties that have never been in production. These advantages can include shorter time to re-start production, less complicated permitting timelines and often are located where a labor force and suppliers of key mining materials exist nearby.

During the last three month period in 2020 ending December 31st, the Company's management team continued to evaluate mining projects in accordance with its investment criteria with a focus in politically safe jurisdictions, and has been building the files and technical information that will assist it in refining its asset search process going forward.

Regarding the Kenogami Lake Project and what is required in order to exercise the Option and keep it in good standing, the Company is required to make total cash payments of $35,000, issue a total of 50,000 Common Shares (before the Consolidation) and incur exploration expenditures of no less than $250,000, as follows:

1. paying the optionor $35,000 upon issuance of a National Instrument 43-101 Technical Report on the Property (paid);
2. issuing to the optionor 25,000 Common Shares (post-Consolidation) effective upon issuance of the Technical Report (issued July 2, 2020, and ascribed a fair value of $19,500);
3. incurring $100,000 of exploration expenditures on the Property on or before the second anniversary of the closing of the COB Transaction, and issuing to the optionor 50,000 Common Shares once such $100,000 of exploration expenditures have been incurred; and
4. incurring $150,000 of exploration expenditures on the Property on or before the fourth anniversary of the closing date of the COB Transaction.

Further to its exploration expenditure obligations, the Company prepared to commence a limited drilling program on the Leahy property after year end however this has been delayed due to local ground conditions and it is expected that drilling should continue when weather and access are appropriate and suitable, which the Company expects will be in Q2 2021.

On June 24, 2020, Mike Sutton and Gordon Chmilar were appointed to the Board of Directors of the Company.

As at December 31, 2020, the Company reported a cash position of $6,746,310 and working capital of $6,882,731.

After year-end, the Company completed a non-brokered private placement on January 8, 2021, pursuant to which it issued 2,299,999 Common Shares at an issue price of $0.48 per share, for aggregate gross proceeds of $1,104,000. Cash costs of issue amounted to $103,467 in aggregate.

The company continues to evaluate further mining properties, that fulfil its key criteria of targeting historic mining assets with strategic exploration potential at an appropriate acquisition price.

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North Peak Resources Ltd.

Management's Discussion and Analysis

For the Year Ended December 31, 2020

Expressed in Canadian Dollars

Dated April 30, 2021

Selected Annual Information
			Year Ended Dec. 31,		Year Ended Dec. 31,
			2020		2019
			($)		($)
	Total assets	7,065,059	6,561,824
	Total liabilities	127,828	481,832
	Working capital	6,882,731	6,079,992
	Expenses	1,596,161	5,358,578
	Net loss	(1,596,161)	(5,358,578)
	Net loss per share, basic and diluted		(0.10)		(0.45)

The Company reported a net loss of $1,596,161 for the year December 31, 2020, compared with a loss for the year ended December 31, 2019 of $5,358,578.

The reported loss consists primarily of the following:

• Salaries and benefits saw a recovery of $22,079 (2019 - $1,524,189), In the comparative period, this was representative of the Company's investment in human capital supporting the development of its blockchain technologies. Staffing reductions and closure of the remaining office occurred during 2019 as the Company began to cut costs and reposition the Company. Fiscal 2020 saw a recovery of $22,079, as provisions made for terminated employees were adjusted.
• Contractor fees of $41,274, decreasing from $1,563,873 during the year ended December 31, 2020, with variance attributable to the engagement of third party developers in Belarus, commencing in the fourth quarter of 2018, having been substantially wound down in the third quarter of 2019. Current period costs relate to consultants engaged to assist with the strategic repositioning of the Company.
• Travel expenses declined to $94,326 during the year ended December 31, 2020 from $271,041 during the year ended December 31, 2019. Travel expenses consisted of marketing and executive travel which declined during the COVID19 global pandemic.
• Professional fees were $324,917 during the year ended December 31, 2020, down marginally from $359,437 for the year ended December 31, 2019, representing legal costs associated with the COB Transaction, patent applications and general corporate matters.
• Exploration expenses of $109,168 consisted of $13,982 in consulting fees related to the Leahy property and $95,186 in expenses related to the investigation of prospective properties. (2019 - $nil)
• Stock-basedcompensation declined for the year ended December 31, 2020 to $407,755, net of a recovery driven by the unvested portion of options cancelled related to terminations. The comparative year ended December 31, 2019 saw a stock based compensation expense of $904,719, reflective of the graded vesting of options granted to staff and consultants.
• Office and general expenses declined to $681,528 for the year ended December 31, 2020, from $872,950 for the year ended December 31, 2019, driven primarily by head count reductions and associated declines in variable consumable expenditures.
• Exploration expenses were $109,168 during the year ended December 31, 2020 (year December 31, 2019 - $nil), reflective of the Company's transition to a junior mining reporting issuer. Costs

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North Peak Resources Ltd.

Management's Discussion and Analysis

For the Year Ended December 31, 2020

Expressed in Canadian Dollars

Dated April 30, 2021

consisted of geological consulting and expenses related to the investigation of prospective properties during the period. The comparative period had no exploration expenditures.

• Interest income declined to $55,905 in the year ended December 31, 2020 from $175,549 for the year ended December 31, 2019, representing interest earned from declining interest rates and invested balances on the Company's cash accounts.

Summary of Quarterly Results

						Revenue				Net Earnings (Loss)
						($)
		For the Period Ended												Basic and				Total assets
													diluted
									Total							($)
													earnings per
										($)
													share
														($)
		2020 - December 31			Nil	(468,082)		(0.03)		7,065,059
		2020 - September 30			Nil	(750,854)		(0.04)		6,855,530
		2020 - June 30			Nil	(401,724)		(0.03)		7,178,571
		2020 - March 31			Nil	24,499		(0.00)		7,609,757
		2019 - December 31			Nil	(1,066,843)		(0.05)		6,561,824
		2019 - September 30			Nil	(1,212,294)		(0.05)		7,291,261
		2019 - June 30			Nil	(1,532,556)		(0.06)		9,222,754
		2019 - March 31			Nil		(1,546,885)			(0.06)			10,154,925

Three Months Ended December 31, 2020 vs Three Months Ended December 31, 2019

The Company reported a net loss of $468,082 for the three months ended December 31, 2020, compared with a loss for the three months ended December 31, 2019 of $1,066,843.

The reported loss consists primarily of the following:

• A recovery of salaries and benefits of $26,902 (three months ended December 31, 2019 - an expense of $558,686), In the comparative period, this was representative of the Company's investment in human capital supporting the development of its blockchain technologies. Staffing reductions and closure of the remaining office occurred during 2019 as the Company began to cut costs and reposition the Company. The recovery is a result of provisions made for terminated employees having been adjusted.
• A recovery of contractor fees of $9,582, decreasing from an expense of $28,974 during the three months ended December 31, 2020, with the variance attributable to the engagement of third party developers in Belarus, commencing in the fourth quarter of 2018, having been substantially wound down in the third quarter of 2019. Current period costs relate to consultants engaged to assist with the strategic repositioning of the Company.
• Travel expenses declined to $6,385 during the three months ended December 31, 2020, down from $35,578 during the three months ended December 31, 2019. Travel expenses consisted of marketing and executive travel which declined during the COVID19 global pandemic.

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North Peak Resources Ltd.

Management's Discussion and Analysis

For the Year Ended December 31, 2020

Expressed in Canadian Dollars

Dated April 30, 2021

• Professional fees were $8,600 during the three months ended December 31, 2020, down from $79,942 for the three months ended December 31, 2019, representing legal costs associated with general corporate matters whereas the comparative period included legal costs associated with the repositioning of the business.
• Exploration expenses were $59,351 during the three months ended December 31, 2020 (three months ended December 31, 2019 - $nil), reflective of the Company's transition to a junior mining reporting issuer. Costs consisted of geological consulting and expenses related to the investigation of prospective properties during the period. The comparative period, prior to the COB Transaction, had no exploration expenditures.
• Stock-basedcompensation increased to $269,503 for the three months ended December 31, 2020 from $166,770 in the comparative period. The variance over the comparative period is primarily driven by graded vesting of options granted during fiscal 2020.
• Office and general expenses declined to $178,602 for the three months ended December 31, 2020, from $191,236 for the three months ended December 31, 2019, driven primarily by head count reductions and associated declines in variable consumable expenditures.
• Interest income declined to $7,446 in the three months ended December 31, 2020 from $35,259 for the three months ended December 31, 2019, representing interest earned from declining interest rates and invested balances on the Company's cash accounts.

Liquidity and Capital Resources

The Company reported working capital as at December 31, 2020 of $6,882,731 (December 31, 2019 - $6,079,992), and cash of $6,746,310 (December 31, 2019 - $6,299,125).

The cash on hand as at December 31, 2020 is expected to be sufficient to meet the Company's liquidity requirements for the next twelve months.

After year-end, the Company completed a non-brokered private placement on January 8, 2021, pursuant to which it issued 2,299,999 Common Shares at an issue price of $0.48 per share, for aggregate gross proceeds of $1,104,000.

Critical Accounting Estimates

Application of the Company's accounting policies in compliance with IFRS requires the Company's management to make certain judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. These estimates and assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the financial position reporting date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

Share-based Payments

Management is required to make certain estimates when determining the fair value of stock options awards, and the number of awards that are expected to vest. These estimates affect the amount recognized as stock-based compensation in the statement of operations based on estimates of forfeiture and expected lives of the underlying stock options.

Several variables are used when determining the value of stock options using the Black-Scholes

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