Opta Minerals : MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2015

Opta Minerals MDA Q2 2015

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2015

Financial Highlights

(Expressed in 000s of U.S. dollars except per share amounts) For the three months For the twelve months ended December 31 ended December 31

2015 2014 2015 2014 $ $ $ $

Consolidated Revenue	25,890	34,189	113,805	139,856
Gross profit	2,346	4,234	14,076	20,917
Selling, general and administrative expenses	3,135	3,938	14,589	16,676
EBITDA 1	555	1,342	5,161	9,005
EBIT 2	(17,473)	(4,109)	(17,117)	(1,346)
Income tax expense (recovery)	(624)	(2,141)	509	(3,153)
Loss for the period	(17,553)	(2,874)	(21,895)	(1,882)
Tangible net worth 3	11,689	18,786
Per Share
Basic and diluted loss	$ (0.97)	$ (0.16)	(1.21)	(0.10)
Cash generated from operations	$ (0.03)	$ 0.12	0.28	0.43
Cash generated from operating activities 4	$ (0.03)	$ 0.02	0.06	0.30
Shareholders' equity	1.37	2.62
Number of shares outstanding - weighted average (diluted)	18,129,566	18,180,651	18,128,842	18,118,021
Number of shares outstanding - period end	18,129,566	18,125,164	18,129,566	18,125,164
Ratios 5 Debt to equity	1.52:1	1.00:1
Current ratio	0.89:1	1.60:1

1 Earnings before interest, taxes, depreciation and amortization. See discussion on non-IFRS measures in management's discussion and analysis found elsewhere in this report.

2 Earnings before interest and taxes. See discussion on non-IFRS measures in management's discussion and analysis found elsewhere in this report.

3 We calculate tangible net worth as shareholders' equity less goodwill and intangibles net of non-tax-deductible future tax liabilities related to intangibles. See discussion on non-IFRS measures in management's discussion and analysis found elsewhere in this report.

4 Cash generated from operating activities excluding changes in non-cash working capital divided by the weighted average number of shares outstanding. See discussion on non-IFRS measures in management's discussion and analysis found elsewhere in this report.

5 Formulas for ratios are found in the Glossary to this report.

Management's Discussion and Analysis

Table of Contents

INTRODUCTION 4

1. OUR COMPANY 5

2. Overview of the Business 5

3. a) Developments During the Year 5

4. b) Subsequent Events 5

5. Segment Information 6

6. HOW WE PERFORMED 8

7. Performance Highlights 8

8. Selected Financial Data 9

9. Three and Twelve Months Ended December 31, 2015, Compared with the Three and Twelve Months Ended

   December 31, 2014 10

10. CAPITAL STRUCTURE AND FINANCING 16

11. Capital Structure 16

12. Funding Program 19

13. Three and Twelve Months Ended December 31, 2015, Compared with the Three and Twelve Months Ended

    December 31, 2014 19

14. Financial Ratios 20

15. Funding Costs 20

16. Contractual Obligations and Commitments 21

17. Transactions with Related Parties 21

18. RISKS AND UNCERTAINTIES 21

19. CRITICAL ACCOUNTING POLICIES AND ESTIMATES 22

20. Critical Accounting Policies 22

21. Critical Accounting Estimates 24

22. NON-IFRS MEASURES 25

23. DERIVATIVE INSTRUMENTS 25

24. RECENT DEVELOPMENTS IN ACCOUNTING STANDARDS AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS 26

25. INTERNATIONAL FINANCIAL REPORTING STANDARDS 26

26. INTERNAL CONTROL OVER FINANCIAL REPORTING 26

27. ADDITIONAL INFORMATION 26

GLOSSARY 27

Introduction




The following is a discussion of the consolidated financial position, results of operations and cash flows of Opta Minerals Inc. for the three and twelve months ended December 31, 2015 and 2014, prepared in accordance with International Financial Reporting Standards (IFRS). All amounts are in U.S. dollars unless otherwise stated.




We, us, our, Company and Opta

In this document, "we," "us," "our," "Company" and "Opta" refer to Opta Minerals Inc. and its business segments and subsidiaries.




Review and approval by the Board of Directors

The Board of Directors, on the recommendation of the Audit Committee, approved the contents of this Management Discussion and Analysis (MD&A) on February 25, 2016. This MD&A includes Opta's operating and financial results for the three and twelve months ended December 31, 2015 and 2014, and should be read in conjunction with our December 31, 2015 audited consolidated financial statements and notes thereto which are available under the Company's profile on SEDAR at www.sedar.com.




Other important Company information

Additional information concerning the Company is available under the Company's SEDAR profile at www.sedar.com.




Forward-looking statements

Certain statements contained in this MD&A may constitute "forward-looking information" within the meaning of applicable securities laws. Such forward-looking statements reflect the current expectations of management of the Company regarding, among other things, its future growth, results of operations, performance, business prospects and opportunities. Wherever possible, words such as ''may'', 'would'', ''could'', ''should'', ''will'', ''anticipate'', ''believe'', ''plan'', ''expect'', ''intend'', ''estimate'', ''aim'', ''endeavour'', ''seek'', ''predict'', ''potential'' and similar expressions have been used to identify these forward-looking statements. These statements reflect management's current beliefs with respect to future events and are based on information currently available to management of the Company. Forward-looking statements involve significant risks, uncertainties and assumptions. Many factors could cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, without limitation: the impact of general economic conditions; the impact of specific industry conditions; the inability of the Company to successfully integrate recently acquired businesses or to achieve the anticipated benefits from such acquisitions; the risk of unexpected costs or liabilities relating to acquisitions; currency fluctuations and exchange rate risks; risks associated with foreign operations; governmental and environmental regulation; competition from other industry participants; cancellations of or the failure to renew purchase orders; production and delivery issues; quality, pricing and availability of raw materials; mining risks; and the other risks identified in the Company's Annual Information Form and other public filings (copies of which may be obtained at www.sedar.com). Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by this MD&A. These factors should be considered carefully and reader should not place undue reliance on the forward-looking statements. Although any forward-looking statements contained in this MD&A are based upon what management currently believes to be reasonable assumptions, the Company cannot assure readers that actual results, performance or achievements will be consistent with these forward-looking statements, and management's assumptions may prove to be incorrect. These forward-looking statements are made as of the date of this MD&A and, other than as required by law, the Company does not intend, and does not assume any obligation, to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.