Vior : Nine Months Ended March 31, 2022

Vior Inc.

Management's Discussion and Analysis

Quarterly Highlights

Three and nine months ended March 31, 2022

Vior Inc.

Management's Discussion & Analysis - Quarterly Highlights

Three and nine months ended March 31, 2022

The following highlights management's discussion and analysis (the "MD&A") of the financial condition and results of the operations of Vior Inc. ("Vior" or "the Corporation"), and constitutes management's review of the factors that affected the Corporation's financial and operating performance for the three and nine months ended March 31, 2022. This MD&A should be read in conjunction with the Corporation's unaudited condensed interim consolidated financial statements as at March 31, 2022, prepared in accordance with the International Financial Reporting Standards ("IFRS"), as well as with the management discussion and analysis for the year ended June 30, 2021. All figures are in Canadian dollars, the functional currency of the Corporation, unless otherwise noted.

Further information regarding the Corporation and its operations are filed electronically on the System for Electronic Document Analysis and Retrieval (SEDAR) in Canada and can be obtained from www.sedar.com.

Abbreviation	Period
Q1-2021	July 1, 2020 to September 30, 2020
Q2-2021	October 1, 2020 to December 31, 2020
Q3-2021	January 1, 2021 to March 31, 2021
Q3-2021 YTD	July 1, 2020 to March 31, 2021
Q4-2021	April 1, 2020 to June 30, 2020
Fiscal 2021	July 1, 2020 to June 30, 2021
Q1-2022	July 1, 2021 to September 30, 2021
Q2-2022	October 1, 2021 to December 31, 2021
Q3-2022	January 1, 2022 to March 31, 2022
Q3-2022 YTD	July 1, 2021 to March 31, 2022
Q4-2022	April 1, 2022 to June 30, 2022
Fiscal 2022	July 1, 2021 to June 30, 2022
Fiscal 2023	July 1, 2022 to June 30, 2023

1. NATURE OF ACTIVITIES

The Corporation, which is governed by the Business Corporations Act (Québec), specializes in the acquisition and exploration of mining properties. The Corporation's shares are listed on the TSX Venture Exchange (the "Exchange") under the symbol VIO.

The Corporation is engaged in the exploration and development of quality mining properties in accessible, high-potential regions using advanced exploration techniques. Its mission is to identify and generate quality exploration projects, and to develop them on its own or with partners, in order to enhance the value of its assets. The Corporation holds mining properties in Quebec, as well as in Nevada through its 100% owned subsidiary, Vior Gold USA, LLC ("Vior USA").

It has not yet been determined whether its mining properties contain ore reserves that are economically recoverable. In order to determine whether mining property costs can be recovered and a return on investment earned, many factors will be considered, some of which include: the existence of economically recoverable reserves, the Corporation's ability to obtain the necessary financing to continue exploring and developing the properties before entering into commercial production, or the ability to dispose of the property at a significant gain. The Corporation will be required to raise additional funds periodically to continue operations, and while it has been successful in doing so in the past, there can be no assurance it will do so in the future.

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Vior Inc.

Management's Discussion & Analysis

Three and nine months ended March 31, 2022

2. OVERALL PERFORMANCE

2.1 Working Capital

Vior had a working capital position of $2,103,394 as at March 31, 2022 ($2,588,187 as at June 30, 2021), which will allow the Corporation to continue its activities for at least the next 12 months.

1. Private Placements
   On October 21, 2021, the Corporation completed a private placement of 5,327,628 flow-through shares at $0.28 per share for total gross proceeds of $1,491,736. Share issue expenses, including the finders' fees of $52,252, totaled $69,428. Directors and officers of the Corporation participated in the flow-through private placement for a total consideration of $222,600 under the same terms as other investors.
   On December 22, 2021, the Corporation completed a private placement of 1,724,519 Quebec flow- through shares at $0.29 per share and 1,253,335 National flow-through shares at $0.24 per share, for total gross proceeds of $800,910. In connection with the private placement, Vior paid total cash finder's fees of $27,007 and issued compensation warrants entitling a finder to acquire 77,586 common shares at a price of $0.29 per share until December 22, 2023. Share issue expenses, including finder's fees totaled $40,430. Directors and officers of the Corporation participated in the flow-through private placement for a total consideration of $100,800 under the same terms as other investors.
2. Outstanding share data

	As at	As at
	May 25, 2022	March 31, 2022
	Number	Number
Common shares	82,974,749	82,574,749
Stock options	5,234,000	5,234,000
Warrants	13,227,586	13,627,586
	101,436,335	101,436,335

Stock options outstanding and exercisable as at May 25, 2022 are as follows:

Number of stock	Number of stock
options	options
outstanding	exercisable	Exercise price	Expiry date
		$
150,000	150,000	0.135	January 4, 2023
475,000	475,000	0.10	May 15, 2024
150,000	150,000	0.11	July 7, 2024
1,290,000	860,000	0.13	September 2025
194,000	129,333	0.17	February 5, 2026
120,000	120 000	0.22	April 14, 2026
325,000	250,000	0.22	May 19, 2026
150,000	112,500	0.20	August 24, 2026
105,000	35,000	0.19	March 28, 2027
100,000	100,000	0.10	June 20, 2027
1,325,000	1,325,000	0.10	October 10, 2027
850,000	850,000	0.10	October 30, 2027
5,234,000	4,556,833

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Vior Inc.

Management's Discussion & Analysis

Three and nine months ended March 31, 2022

Outstanding warrants as at May 25, 2022 are as follows:

Number of
warrants	Exercise price	Expiry date
	$
4,650,000	0.15	July 23, 2022
1,500,000	0.12	December 8, 2022
2,200,000	0.30	March 22, 2023 - acceleration clause 10 days at $0,30
3,800,000	0.30	March 30, 2023 - acceleration clause 10 days at $0,45
77,586	0.29	December 22, 2023
1,000,000	0.30	June 14, 2024
13,227,586

From July 1, 2021 to May 25, 2022, 1,725,000 warrants were exercised for $258,750.

1. Strategic investment in Ridgeline Minerals Corp. ("Ridgeline")
   The Corporation has completed a series of strategic investments in Ridgeline. Ridgeline is an arm's length corporation whose wholly owned Nevada subsidiary holds the option to acquire a 100% interest in four highly prospective Carlin-type gold exploration projects in the world-class Carlin and Battle Mountain-Eureka Trend of Nevada. Ridgeline aims to further increase the odds of discovery by leveraging its strategic partnership with Envirotech Drilling LLC to significantly reduce direct drilling costs and ensure exploration dollars are maximized during the early phase of the exploration cycle.
   Vior has invested a total of $625,850 in Ridgeline for 3,642,500 shares (average cost of $0.172). As at March 31, 2022, Ridgeline closed at $0.345 on the Exchange for a value of $1,256,663 ($2,513,325 as at June 30, 2021). Vior recorded a $1,256,662 unfavourable change in fair value for Q3-2022 YTD ($327,825 favorable in Q3-2021 YTD).
2. Other listed shares held: Ethos Gold Corp. ("Ethos")
   The Corporation received in total 425,000 shares of Ethos valued at $110,750 on the issuance dates. As at March 31, 2022, the closing market price was $0.19 per share on the Exchange for a total value of $80,750 ($131,750 as at June 30, 2021). The Corporation recorded an unfavorable fair market variation of $51,000 in Q3-2022 YTD (unfavorable of $327,825 in Q3-2021 YTD).
   On April 25, 2022, Ethos changed its name to Prospector Metal Corp. and the shares were consolidated 3 for 1.
3. COVID's impact on Vior's operations
   Vior was able to complete exploration programs during Q2-2022 TYD, while respecting all Government recommended health prevention measures.

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Vior Inc.

Management's Discussion & Analysis

Three and nine months ended March 31, 2022

3. EXPLORATION ACTIVITIES

Acquisition of interests in mining properties and exploration expenditures are capitalized in the statement of financial position. Following is a table presenting the activities by period and property:

	Q3-2022	Q3-2021	Q3-2022 YTD	Q3-2021 YTD
Belleterre	$	$	$	$
Acquisition and maintenance	4,494	200,555	6,580	221,355
Share issuance	-	178,300	-	178,300
Drilling	444,057	(1)	990,110	594
Geology	43,850	44,505	460,198	51,492
Geophysics	10,924	1,900	13,673	2,040
Geochemistry	31,119	257	214,946	257
Stock-based compensation	1,558		6,497
Tax credits	19,242	(15,752)	(219,945)	(18,359)
Belmont	555,244	409,764	1,472,059	435,679
Acquisition et maintenance	-	-	-	11,700
Shares issued	-	-	-	16,380
Big Island Lake	-	-	-	28,080
Acquisition et maintenance	-	-	3,855	-
Geology	-	595	-	893
Recharge to partner	-	(595)	(3,855)	(893)
Foothills	-	-	-	-
Acquisition and maintenance	150	2,212	6,211	2,807
Drilling	-	71	-	69,012
Geology	150	810	916	1,329
Recharge to partner	(300)	(3,093)	(7,127)	(73,148)
Lac Merlin	-	-	-	-
Geology	-	-	-	101
Stock-based compensation	71	213	355	994
Tax credits	-	-	-	(34)
Ligneris	71	213	355	1,061
Acquisition and maintenance	6,179	-	6,179	385
Drilling	3,274	2,420	9,638	13,455
Geology	675	800	8,468	14,206
Geophysics	25,775	-	25,775	310
Geochemistry	25,330	-	58,359	1,890
Stock-based compensation	433	-	1,805	-
Recharge to partner	-	-	-	(25,959)
Tax credits	-	(1,263)	(1,307)	(1,728)
Option payment received in shares	-	-	-	(60,750)
	61,666	1,957	108,917	(58,191)

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