STINGER RESOURCES INC.

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - FORM 51-102F

For the six-month period ended June 30, 2021

This Management's Discussion and Analysis ("MD&A") provides a discussion on the financial and operating results of Stinger Resources Inc. ("Stinger" or the "Company") for the six-month period ended June 30, 2021 (the "first half 2021"). No comparison is available for the results for the six- month period ended June 30, 2020 (the "first half 2020"). In order to gain a more complete understanding of the Company's financial condition and results of operations, this MD&A should be read in conjunction with the June 30, 2021 unaudited interim financial statements and accompanying notes as well as the December 31, 2020, audited consolidated financial statements and accompanying notes which have been prepared in accordance with International Financial Reporting Standards ("IFRS") and filed with the appropriate provincial regulatory bodies. The Company regularly discloses additional information through press releases and financial statements available on the Company's website at www.americancreek.comand on SEDAR at www.sedar.com.

This MD&A was prepared as of August 26, 2021 (the "Report Date").

All monetary amounts are expressed in Canadian dollars, unless otherwise noted.

1. Business Overview

Stinger's business purpose is to acquire and explore mineral properties, principally for precious metal deposits. The Company was incorporated and commenced operations in British Columbia pursuant to the Companies Act (British Columbia) on September 22, 2020.

The Company was formed for the primary purpose of completing a Plan of Arrangement with the Company's parent company, American Creek Resources Ltd. ("American Creek"). On February 25, 2021 the plan of arrangement Spin-out transaction ("Spin-out") was completed by the Company. The amended and restated arrangement agreement dated October 2, 2020, entered into between the Company and American Creek (parent company), was approved by the shareholders of the Company on December 3, 2020, by a Final Order granted by the Supreme Court of British Columbia on December 7, 2020, in accordance with Part 9 of the Business Corporations Act (British Columbia), and accepted by the TSX Venture Exchange. Further details of the plan of arrangement can be found in note 18 of the June 30, 2021 unaudited interim statements as well as section 6 of this document.

The Company carries on exploration on mining properties and has not yet determined whether these properties contain economically viable mineral deposits. The Company holds interests in properties located in various regions of British Columbia in Canada. Stinger has no producing properties and no earnings. These properties are presented below under "Exploration projects". The Company concentrates its efforts towards precious metals, with a specific interest in properties containing gold and silver. The Company's common shares are traded on the TSX Venture Exchange ("TSXV") under the symbol AMK.

2. Exploration Projects

All Stinger 's exploration projects are located in British Columbia, Canada.

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STINGER RESOURCES INC.

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - FORM 51-102F

For the six-month period ended June 30, 2021

During the first half 2021, exploration expenditures included in exploration and evaluation assets were $763,181. These expenditures were related to a diamond drill program on the Dunwell Property. Also included are property payments related to option agreements on the Ample- Goldmax ($17,500), Glitter King ($22,500) and Silverside ($22,500) properties.

On February 25, 2021, the Company completed the plan of arrangement with American Creek in which it acquired the Gold Hill, the Dunwell, the Ample Goldmax, the Glitter King, the Silverside and the D-1 McBride properties. Pursuant to the purchase and sale agreement agreed to in the Spin- out American Creek was reimbursed for the acquisition costs and the exploration expenditures up to the completion date of the plan of arrangement. Currently the two exploration properties that remain under American Creek's ownership are the Treaty Creek Property and the Austruck- Bonanza Property.

A detailed schedule of costs, capitalized on the Company's balance sheet by property name, can be referenced in note 7 of the June 30, 2021 interim unaudited financial statements. Additional details of the exploration progress for properties of interest now owned by the Company is provided on the Company's website (www.stingerresources.com) and below:

Dunwell Property

The Dunwell property is located approximately 7km from Stewart, British Columbia and includes the historic Dunwell Mine Property claims. The contiguous land position spans some 1,560 hectares covering a significant portion of the rich Portland Canal Fissure Zone.

A diamond drill program is currently underway and exploration costs in the amount of $700,681 were incurred during the first half 2021.

Gold Hill Project (100% owned)

The 100% owned Gold Hill property covers approximately 836 hectares and is located along the western edge of the Kimberly Gold Trend in the Fort Steele Mining Division near Cranbrook, BC. The property contains a significant portion of the Boulder Creek drainage, a headwater tributary of the Wild Horse River, considered to be one of the greatest gold rivers in the entire province. Gold rushes have taken place there since the 1860's that have yielded 48 tonnes of reported gold, making it Canada's 4th largest placer producer. The majority of the gold recovered from the Wild Horse was located along a 6 km stretch between Boulder Creek (upstream) and Brewery Creek (downstream). Early efforts by Cominco and others to locate the source of the Wild Horse placer gold led explorers up Boulder Creek to what is now called the Gold Hill property.

During the first half 2021, no exploration costs were incurred.

Ample Goldmax Property

The Ample Goldmax property package spans 1,044 hectares and is located approximately 8 km west of Lillooet, BC. The property demonstrates an excellent exploration target in the search for an economic deposit of gold with associated silver and copper. The property is being acquired

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STINGER RESOURCES INC.

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - FORM 51-102F

For the six-month period ended June 30, 2021

through a four-year option agreement. (See payment terms in the June 30, 2021 unaudited financial statements and below.)

During the first half 2021, no exploration costs were incurred however, a cash payment of $17,500 was made under the option agreement.

Other Properties, British Columbia, Canada

The Glitter King Property is located on the eastern side of Pitt Island approximately 90 km south of Prince Rupert, BC. The property is part of the southern extension of the Alexander Terrane which is host to numerous significant massive sulphide deposits with copper, gold, silver, lead and zinc. The property is being acquired through a four year option agreement (See payment terms in the June 30, 2021 unaudited financial statements and below).

During the first quarter 2021, no exploration costs were incurred however, a cash payment of $22,500 was made under the option agreement.

The Silver Side Property is located in the Kamloops mining division approximately 20 km north of Clearwater, BC and approximately 50 km west of Imperial Metal's Ruddock Creek lead/zinc deposit. Past exploration work on the property resulted in showings of very high grade silver, lead and zinc. The property is being acquired through a four year option agreement (See payment terms in the June 30, 2021 unaudited financial statements and below.)

During the first quarter 2021, no exploration costs were incurred however, a cash payment of $22,500 was made under the option agreement.

3. Results of Operations

The financial information in this MD&A has been prepared using accounting policies consistent with IFRS.

Six months ended June 30, 2021

The Company's net loss for the six months ended June 30, 2021 was $1,489,940 or $0.05 per common share. A summary of the costs are described in the paragraph below.

  • Advertising and promotion costs in the amount of $12,540 were incurred due to development of marketing materials related to launch of Company.
  • Business development and property investigation costs of $14,809 were due to initial development of the Company and its assets.
  • Depreciation on fixed assets received as part of the plan of arrangement totaled $32,073.
  • Filing and transfer agent fees in the amount of $40,114 were incurred due to filing costs related to the plan of arrangement.
  • Management fees allocated to operational expenses of $157,500 were incurred for contracted management.
  • Office and administration costs of $34,431 for administrative work related to the plan of arrangement and operations of the Company.

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STINGER RESOURCES INC.

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - FORM 51-102F

For the six-month period ended June 30, 2021

  • Professional fees of $11,250 were incurred for audited financial statement preparation.
  • Stock-basedcompensation calculated using the Black Scholes pricing method in the amount of $191,109 was recorded for options issued.

4. Summary of Quarterly Results

The following table summarizes information derived from the Company's financial statements for the eight most recent fiscal quarters.

Quarter Ended:

Jun.

Mar.

Dec.

Sep.

Jun.

Mar.

Dec.

Sep.

30

31

31

30

30

31

31

30

Year:

2021

2021

2020

2020

2020

2020

2019

2019

Net sales or total

revenue (000s)

$Nil

$Nil

$Nil

$Nil

n/a

n/a

n/a

n/a

Total Assets (000s)

$9,540

$10,793

$1

$Nil

n/a

n/a

n/a

n/a

Net loss (income):

(i)

in total (000s)

($1,136

($354)

$0

$0

n/a

n/a

n/a

n/a

(ii)

per share(1)

0.05

0.00

0.00

n/a

n/a

n/a

n/a

n/a

(1) Fully diluted loss per share amounts have not been calculated as they would be anti-dilutive.

While the information set out in the foregoing table is mandated by National Instrument 51-102, it is Management's view that the variations in financial results that occur from quarter to quarter are not particularly helpful in analyzing the Company's performance. It is in the nature of the business of junior exploration companies that unless they sell a mineral interest for a sum greater than the costs incurred in acquiring such interest, they have no significant net sales or total revenue. Because the majority of such companies' expenditures consist of exploration costs that are capitalized, their quarterly losses usually result from costs that are of a general and administrative nature. In addition, the Company incorporated on September 22, 2020 and has limited history of operations to compare.

Like most other companies in the mineral exploration sector, the Company anticipates that significant variances in the Company's reported loss from quarter to quarter will most commonly arise from factors that are difficult to anticipate in advance or to predict from past results. They are as follows: (i) decisions to write off deferred exploration costs when management concludes there has been an impairment in the carrying value of a mineral property, or the property is abandoned, and (ii) the granting of incentive stock options, which results in the recording of amounts for stock-based compensation expense that can be quite large in relation to other general and administrative expenses incurred in any given quarter. A third factor that can have a major influence on quarterly results of junior exploration companies that finance a portion of their activities through the issuance of flow-through shares is the renunciation of qualifying Canadian Exploration Expenses to the investors who purchased the flow-through shares.

Stinger is in the mineral exploration business and has not generated any sales or revenues since its formation in early 2004. Consequently, the Company has and will likely experience operating losses from quarter to quarter. These losses include expenditures on general and administrative activities, advertising and promotion, and depreciation of investments in property and equipment, all of which result from the Company's ongoing exploration activities. Superimposed on regular quarterly operating costs are (a) the write-offs of deferred exploration costs when property values

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STINGER RESOURCES INC.

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - FORM 51-102F

For the six-month period ended June 30, 2021

are considered impaired or claims are abandoned for failing to meet the Company's criteria for continued capitalization, (b) the recording of stock-based compensation expense associated with the granting of incentive stock options and, (c) renunciation of qualified Canadian exploration expenses to investors who have purchased the Company's offerings of flow-through shares resulting in income tax recovery.

5. Plan of Arrangement Spin-out transaction

On February 25, 2021 a plan of arrangement Spin-out transaction was completed by the Company.

The amended and restated arrangement agreement dated October 2, 2020, entered into between the Company and Stinger (a wholly owned subsidiary of the Company), was approved by the shareholders of the Company on December 3, 2020, by a Final Order granted by the Supreme Court of British Columbia on December 7, 2020, in accordance with Part 9 of the Business Corporations Act (British Columbia), and accepted by the TSX Venture Exchange.

Pursuant to the Arrangement Agreement and on the Effective Date:

  1. The Company transferred the following assets to Stinger in consideration for 45,000,389 common shares of Stinger (the "Stinger Shares"):
    1. the three (3) mineral properties commonly referred to as the Dunwell Property, the Gold Hill Property and the D1 McBride Property;
    2. optioned interests in the 3 mineral properties commonly referred to as the Silver Side Property, the Ample Goldmax Property and the Glitter King Property;
    3. 1,400,499 common shares of Tudor Gold Corp;
    4. $2,500,000 cash;
    5. the right to receive additional cash in the event previously issued share purchase warrants of the Company are exercised after the Effective Date;
    6. the real property located at #92 - 2nd Avenue West, Cardston, Alberta, and all leasehold improvements related thereto and office furniture, computers and other equipment therein; and
    7. vehicles, an assortment of exploration equipment.
  2. the existing common shares of the Company were re-designated as Class A Shares (the "AMK Class A Shares") and the Company created a new class of common shares known as the "New AMK Common Shares";
  3. each AMK Class A Share was exchanged for one New AMK Common Share and 0.11324 of one Stinger Share;

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Stinger Resources Inc. published this content on 21 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 March 2022 21:19:40 UTC.