Eskay Mining CorpTSXV: ESK

For the three and nine months ended Nov 30, 2024 MDA

· Issued by Eskay Mining Corp

ESKAY MINING CORP.

INTERIM MANAGEMENT'S DISCUSSION AND ANALYSIS

- QUARTERLY HIGHLIGHTS

FOR THE THREE AND NINE MONTHS ENDED NOVEMBER 30, 2024

(EXPRESSED IN CANADIAN DOLLARS)

Prepared by:

ESKAY MINING CORP.

The Canadian Venture Building,

82 Richmond Street East,

Toronto, Ontario, M5C 1P1

Discussion dated January 27, 2025

Eskay Mining Corp.

Interim Management's Discussion & Analysis - Quarterly Highlights

Three and Nine Months Ended November 30, 2024

Discussion dated: January 27, 2025

Introduction

The following Interim Management's Discussion & Analysis ("Interim MD&A") of Eskay Mining Corp. ("Eskay" or the "Company") for the three and nine months ended November 30, 2024 has been prepared to provide material updates to the business operations, liquidity and capital resources of the Company since its last annual management discussion

  • analysis, being the Management's Discussion & Analysis ("Annual MD&A") for the fiscal year ended February 29, 2024. This Interim MD&A does not provide a general update to the Annual MD&A, or reflect any non-material events since the date of the Annual MD&A. The primary office of Eskay is located at The Canadian Venture Building, 82 Richmond Street East, Toronto, Ontario, M5C 1P1.

This Interim MD&A has been prepared in compliance with section 2.2.1 of Form 51-102F1, in accordance with National Instrument 51-102 - Continuous Disclosure Obligations. This discussion should be read in conjunction with the Company's Annual MD&A, audited annual financial statements for the years ended February 29, 2024 and February 28, 2023, together with the notes thereto, and unaudited condensed interim financial statements for the three and nine months ended November 30, 2024, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The Company's unaudited condensed interim financial statements and the financial information contained in this Interim MD&A are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and interpretations of the IFRS Interpretations Committee. The unaudited condensed interim financial statements have been prepared in accordance with International Standard 34, Interim Financial Reporting. Accordingly, information contained herein is presented as of January 27, 2025, unless otherwise indicated.

For the purposes of preparing this Interim MD&A, management, in conjunction with the Board of Directors (the "Board"), considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Further information about the Company and its operations is available on Eskay's website at www.eskaymining.comor on SEDAR Plus at www.sedarplus.com.

Cautionary Note Regarding Forward-Looking Information

This Interim MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as "forward-looking statements"). These statements relate to future events or the Company's future performance. All statements other than statements of historical fact are forward- looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this Interim MD&A speak only as of the date of this Interim MD&A or as of the date specified in such statement. The following table outlines certain significant forward-looking statements contained in this Interim MD&A and provides the material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements.

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Eskay Mining Corp.

Interim Management's Discussion & Analysis - Quarterly Highlights

Three and Nine Months Ended November 30, 2024

Discussion dated: January 27, 2025

Forward-looking statements

Assumptions

Risk factors

Potential

of

the

Company's

Financing will be available for future

Precious and base metals price

properties

to

contain

economic

exploration and evaluation of the

volatility; uncertainties

involved in

deposits of precious and base

Company's

properties;

the

actual

interpreting

geological

data

and

metals.

results of the Company's exploration

confirming

title

to

acquired

and evaluation activities will be

properties;

the

possibility

that

favourable;

operating,

exploration

future exploration results will not

and evaluation costs will not exceed

be consistent with the Company's

the

Company's expectations;

the

expectations;

availability

of

Company will be able to retain and

financing for and actual results of

attract skilled staff; all requisite

the Company's

exploration

and

regulatory

and

governmental

evaluation activities;

increases in

approvals

for

exploration

projects

costs;

environmental

compliance

and other operations will be received

and changes in environmental and

on a timely basis upon terms

other

local

legislation

and

acceptable to the Company, and

regulation;

interest

rate

and

applicable

political

and

economic

exchange

rate

fluctuations;

conditions are favourable to the

changes in economic and political

Company; the price of precious and

conditions;

the

Company's ability

base metals and applicable interest

to retain and attract skilled staff;

and exchange rates will be

availability of permits.

favourable to the Company; no title

disputes exist with respect to the

Company's properties.

For fiscal 2025, the Company's

The Company has anticipated all

Unforeseen costs to the Company

operating expenses are estimated to

material costs; the operating activities

will arise; any particular operating

be approximately $42,000 per

of the Company for fiscal 2025 and the

costs increase or decrease from the

month.

costs associated therewith, will be

date of the estimation; changes in

consistent

with

Eskay's

current

economic conditions.

expectations.

Based on the Company's working

Financing will be available for the

Gold and other metals price volatility,

capital surplus of $2,573,362 at

Company's exploration and evaluation

changes in debt and equity markets;

November 30, 2024 (February 29,

activities and the results thereof will be

timing and availability of external

2024 - working

capital

surplus of

favourable;

actual

operating

and

financing on acceptable terms; the

$3,540,881),

the

Company

exploration costs will be consistent with

uncertainties involved in interpreting

anticipates it will have sufficient

the

Company's

current

expectations;

geological data and confirming title to

funds for its operating and

the Company will be able to retain and

acquired properties;

the

possibility

exploration work requirements.

attract skilled staff; all applicable

that future exploration results will not

regulatory and governmental approvals

be consistent with the Company's

for exploration projects and other

expectations;

increases

in

costs;

operations will be received on a timely

environmental

compliance

and

basis upon terms acceptable to the

changes in environmental and other

Company; the Company will not be

local

legislation

and

regulation;

adversely

affected

by

market

interest rate and exchange rate

competition; debt and equity markets,

fluctuations;

changes

in

economic

exchange and interest rates and other

and

political

conditions;

the

applicable

economic

and

political

Company's ability to retain and

conditions are favourable to the

attract skilled staff; availability of

Company; the price of gold and/or

permits; market competition.

other applicable metals will be

favourable to the Company; no title

disputes exist with respect to the

Company's properties.

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Eskay Mining Corp.

Interim Management's Discussion & Analysis - Quarterly Highlights

Three and Nine Months Ended November 30, 2024

Discussion dated: January 27, 2025

Inherent in forward-looking statements are risks, uncertainties, and other factors beyond the Company's ability to predict or control. Please also refer to those risk factors referenced in the "Risks and Uncertainties" section below. Readers are cautioned that the above chart does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements, and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this Interim MD&A.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance, or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward- looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether because of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward- looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

Description of Business

The Company was incorporated under the British Columbia Business Corporations Act and continued November 2, 2010, under the Business Corporations Act of Ontario. Its common shares are listed on the TSX Venture Exchange ("TSXV") (symbol "ESK") and the Frankfurt Stock Exchange (symbol "WKN 878985"). On July 9, 2020, the Company's common shares were approved for and started trading on the OTCQB Venture Market in the United States under the symbol (OTCQB: ESKYF). The Company is a natural resource company engaged in the acquisition and exploration of mineral properties in British Columbia, Canada. To date, the Company has not generated significant revenues from operations.

The Company has no revenues, so its ability to ensure continuing operations is dependent on the discovery of economically recoverable reserves, confirmation of its interest in the underlying mineral claims, and its ability to obtain necessary financing to complete the exploration activities, development, if they are proven successful, and future profitable production.

Eskay's goal is to deliver superior returns to shareholders by concentrating on the exploration of its existing properties. The Company currently plans to focus on its material properties, as set out below under "Mineral Property Interests".

The Company will continue to attempt to raise capital to meet its ongoing operating activities.

Outlook and Economic Conditions

The Company is a Canadian base and precious metal exploration company, focused on exploring its current property interests, and on acquisitions of other mineral exploration properties, should such acquisitions be consistent with its objectives and acquisition criteria. The Company currently has operations in the Province of British Columbia, Canada. The Company's financial success will be dependent upon the extent to which it can make discoveries and on the economic viability of any such discoveries. The development of such assets may take years to complete and the resulting income, if any, is difficult to determine with any certainty. To date, the Company has not produced any revenues. The sales value of any minerals discovered by the Company is largely dependent upon factors beyond its control, such as the market value of the commodities produced.

There are significant uncertainties regarding the prices of base and precious metal and the availability of equity financing for the purposes of exploration and evaluation. The future performance of the Company is largely tied to the successful exploration, discovery and eventual development of its property interests, if they are proven successful, and other prospective business opportunities and the overall financial markets. Financial markets are likely to be volatile, reflecting ongoing concerns about the stability of the global economy. However, recently, equity markets in Canada have showed signs of improvement, with equities increasing significantly during this period. Strong equity markets are favourable conditions for completing a financing, public merger or acquisition transaction.

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Eskay Mining Corp.

Interim Management's Discussion & Analysis - Quarterly Highlights

Three and Nine Months Ended November 30, 2024

Discussion dated: January 27, 2025

Management regularly monitors economic conditions, estimates their impact on the Company's operations, and incorporates these estimates in both short-term operating and longer-term strategic decisions.

The Canadian government has not introduced measures which impede the activities of Eskay. Management believes the business will continue and accordingly, the current situation bears no impact on management's going concern assumption. However, it is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of Eskay in future periods. Accordingly, to execute the Company's plans for the near term as outlined under the heading "Mineral Property Interests" and meet the Company's administrative overhead, the Company is required to complete a financing. See "Risks and Uncertainties".

Highlights

On March 22, 2024, the Company granted an aggregate of 1,500,000 options to purchase common shares of the Company at $0.31 per share for five years to two directors of the Company.

On March 6, 2024, 1,500,000 options with an exercise price of $0.08 expired unexercised.

As at April 22, 2024, 2,222,223 warrants exercisable at $3.40 expired unexercised.

On June 4, 2024, the Company signed a non-binding letter of intent with P2 pursuant to which the Company agreed to acquire P2 in a business combination pursuant to a plan of arrangement (the "Proposed Transaction"). The Company will acquire all of the issued and outstanding common shares of P2 on the basis of 0.2778 of a common share of the Company for each P2 share. The Company will issue 42,350,147 common shares for the acquisition of P2 with the P2 shareholders holding approximately 19% of the Company after giving effect to the Proposed Transaction and the current shareholders of the Company holding approximately 81% of the Company after giving effect to the Proposed Transaction. Further particulars of the Proposed Transaction are available on the Company's SEDAR+ profile at www.sedarplus.com.

On June 4, 2024, the Company and P2 signed an exploration services agreement under which P2 agreed to plan and execute an exploration program on the Eskay-Corey Property for the 2024 calendar exploration season.

On June 26, 2024, the Proposed Transaction was terminated.

On August 26, 2024, the Company annouced that its summer exploration project has been completed.

On October 8, 2024, the Company announced the results from its 2024 prospecting campaign. Aeras of focus included newly identified outcropping high-grade gold veins located in the southern portion of the Company's 100% controlled Consolidated Eskay property.

On October 17, 2024, the Company held a Shareholders Meeting, in which all matters in the Notice of Meeting, including the adoption of the 2024 Incentive Stock Option Plan, were approved.

On October 18, 2024, 200,000 options with an exercise price of $0.095 were exercised.

There were no significant events subsequent to November 30, 2024, to the date of this MD&A.

Overall Objective

The primary business objective of Eskay is the acquisition, exploration and evaluation of mineral properties based upon Eskay's current holdings in British Columbia, Canada. In furtherance of this objective, the Company established the following business strategy:

  • Develop and implement a discretionary exploration budget on its property interests with a view to establishing a viable mineral deposit; and
  • Capitalize on management's technical expertise and ability to identify, evaluate, and acquire exploration properties.

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Eskay Mining Corp.

Interim Management's Discussion & Analysis - Quarterly Highlights

Three and Nine Months Ended November 30, 2024

Discussion dated: January 27, 2025

See "Risks and Uncertainties" below.

Trends

Management regularly monitors economic conditions and estimates their impact on the Company's operations and incorporates these estimates in both short-term operating and longer-term strategic decisions. Strong equity markets are favorable conditions for completing a public merger, financing, or acquisition transaction. Apart from these and the risk factors noted under the heading "Risks and Uncertainties", and "Outlook and Economic Conditions", management is not aware of any other trends, commitments, events, or uncertainties that would have a material effect on the Company's business, financial condition, or results of operations.

Off-Balance-Sheet Arrangements

As of the date of this Interim MD&A, the Company does not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company, including, and without limitation, such considerations as liquidity, capital expenditures and capital resources that would be material to investors.

Mineral Property Interests

Technical information

Dr. Quinton Hennigh, P. Geo., a Director of the Company, and its technical advisor, is a Qualified Person under the definition of National Instrument 43-101. Dr. Hennigh has approved the disclosure contained under the heading "Mineral Property Interests" and has verified the scientific and technical data contained herein.

Based on the Company's working capital surplus of $2,573,362 on November 30, 2024 (February 29, 2024 - working capital surplus of $3,540,881), the Company anticipates it will have sufficient funds for its operating and exploration work requirements.

2024 Exploration Program

Eskay Mining conducted low budget "boots-on-the-ground" exploration work in 2024. Six areas were examined and sampled: Scarlet Knob-Tarn Lake, C10-Vermillion, SIB-Lulu, Cumberland, TV Extension and the newly discovered TM Zone.

Southern Region

In 2020, Eskay conducted BLEG stream sediment sampling across many parts of the Property with promising gold anomalies coming from multiple watersheds, especially in the south (please refer to a Company news release dated Feb. 25, 2021 for more details). Early interpretation of this data postulated that these anomalous basins might host precious metal-rich volcanogenic massive sulfide ("VMS") deposits, especially when outcrops of VMS mineralization were discovered the subsequent year. Drill testing of these targets failed to yield significant precious metal values leaving this anomalism unexplained.

Prospecting and sampling in 2024 at C10-Vermillion as well as a new area near Ted Morris Glacier ("TM Zone") has resulted in the discovery of numerous high-grade quartz-carbonate-sulfide veins and stockwork veining in shear zones. These are now strongly viewed as the likely source of the prolific gold anomalies in BLEG samples in this area (Figure 2). A close-up photo of high-grade quartz-carbonate-sulfide vein material is shown in Figure 3. Because of the strong similarities in vein styles identified at C10, Vermillion and the TM Zone, Eskay takes the view that these areas are part of the same mineralizing event and that it is likely that more prospecting could lead to the discovery of more such veins.

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Eskay Mining Corp.

Interim Management's Discussion & Analysis - Quarterly Highlights

Three and Nine Months Ended November 30, 2024

Discussion dated: January 27, 2025

Highlights from C10-Vermillion

  • One hundred two rock chip and float samples collected at C10 and Vermillion yielded Au grades ranging from less than 5 ppb to 205 gpt with 20 samples yielding results over 1 gpt Au (Figure 4).
    • Notable high-grade spot and float vein samples from C10 and Vermillion include:
    • 205 gpt Au, 118 gpt Ag, 0.7% Cu
    • 75.2 gpt Au, 371 gpt Ag, 1.6% Cu
    • 72.7 gpt Au, 79.2 gpt Ag, 1.8% Cu
    • 63.3 gpt Au, 165 gpt Ag, 0.6% Cu
    • 40.6 gpt Au, 43.5 gpt Ag, 1.4% Cu
    • 33.1 gpt Au, 259 gpt Ag, 10.3% Cu
    • 32.5 gpt Au, 14.45 gpt Ag, 0.3% Cu
    • 24.5 gpt Au, 131 gpt Ag, 0.3% Cu
    • 21.7 gpt Au, 19.45 gpt Ag
    • 19.3 gpt Au, 3.3 gpt Ag
    • 17.0 gpt Au, 11.6 gpt Ag
    • 15.95 gpt Au, 55.9 gpt Ag, 2.85% Cu
  • Copper occurs as chalcopyrite and bornite in the sulfide assemblage of many samples. This association suggests these veins are possibly associated with a porphyry at depth. Bismuth is moderately to strongly elevated, 0.02-3820 ppm, in samples containing over 1 gpt Au.

Highlights from the TM Zone

  • Twenty-fourrock chip and float samples collected at the TM Zone yielded Au grades ranging from less than 5 ppb to 136 gpt with 19 samples yielding results over 1 gpt Au (Figure 5).
    • Notable high-grade spot and float vein samples from the TM Zone include:
    • 136 gpt Au, 175 gpt Ag
    • 100 gpt Au, 85.7 gpt Ag
    • 95.9 gpt Au, 116 gpt Ag
    • 78.9 gpt Au, 44.1 gpt Ag
    • 39.6 gpt Au, 33.6 gpt Ag
    • 28.9 gpt Au, 278 gpt Ag
    • 27.4 gpt Au, 70.4 gpt Ag
    • 12.85 gpt Au, 8.02 gpt Ag
  • Unlike veins at C10 and Vermillion, veins at the TM Zone display significantly less copper. Bismuth is notably more abundant in samples from the TM Zone, ranging from 26.7-10,001 ppm in samples containing over 1 gpt Au.
  • A stacked sequence of flat veins is present at the TM Zone.

Given the limited amount of time spent at C10, Vermillion and TM Zone, Eskay's team thinks that more discoveries of high-grade veins in the southern part of the Property is likely if more time is dedicated to further prospecting. Therefore, additional work is strongly recommended in this area in 2025 with the goal of adding further vein discoveries as well as better understanding those discovered in 2024 in preparation for drill testing.

Northeast Region

Eskay's team allocated several days field time to areas that were explored and drilled in 2022 and 2023 at Tarn Lake and Scarlet Knob to better understand the widespread anomalous VMS mineralization that was encountered here. Newly gathered data suggests that there is potentially a strong east-west control to the gossanous zone that extends from Tarn Lake on the west under the glacier to Scarlet Knob on the east. If so, previous drill holes were no optimally oriented to test such a target.

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Eskay Mining Corp.

Interim Management's Discussion & Analysis - Quarterly Highlights

Three and Nine Months Ended November 30, 2024

Discussion dated: January 27, 2025

Highlights from Scarlet Knob-Tarn Lake

  • One hundred seven rock chip and float samples collected at Scarlet Knob and Tarn Lake yielded Au grades ranging from less than 5 ppb to 108.0 gpt Au with 14 samples yielding results over 1 gpt Au (Figure 6).
    • Notable rock chip and float vein samples from Tarn Lake and Scarlet Knob include:
    • 108 gpt Au, 109 gpt Ag, 2.8% Pb, 1% Zn
    • 52.6 gpt Au, 82.8 gpt Ag, 1.8% Pb, 2.7% Zn
    • 18.5 gpt Au, 212 gpt Ag, 7.5% Pb, 18.1% Zn
  • Strongly elevated lead and zinc occur with most mineralized samples collected in this area.

All mineralized samples collected in the region around Scarlet Knob and Tarn Lake display sulfide assemblages and textures typical of metamorphose VMS mineralization. Given that yet more high-grade samples of stockwork VMS mineralization were collected in 2024, a clear indication of the potential of this system, Eskay's team recommends is that additional drilling should be conducted here to test this newly recognized orientation of the VMS trend.

Cumberland

Two days were spent examining the Cumberland prospect, a target successfully drilled by Eskay Mining in 2023 (Figure 7). Detailed in a Company press release dated November 2, 2023, hole CBL23-28 encountered 15m of VMS mineralization grading 3.02 gpt Au, 68.7 gpt Ag, 0.24% Cu, 0.73% Pb and 4.86% Zn. Reexamination of this VMS target indicates it strikes NNW and dips about 70 degrees to the ENE and could potentially extend beyond the area that was drilled. Eskay's team recommends that the target be re-tested by establishing drill pads southeast of the previous pads and drilling a series of northwest-oriented holes.

TV Extension

Six outcrop rock chip samples were collected along strike south of the TV deposit yielding Au contents ranging from 0.072 gpt to 1.285 gpt and Ag from 16.7 gpt to 45.9 gpt (Figure 8). During drilling in 2021, a post-mineral gabbro dike was encountered along the southern margin of the TV deposit apparently cutting off mineralization. Based upon these results, Eskay's team thinks more work is warranted in this area and the corridor extending to the Cumberland prospect.

SIB-Lulu Prospect

Situated on the western limb of the Eskay Anticline immediately along strike from the new Eskay Creek mine currently under construction, the SIB-Lulu prospect remains an intriguing target. Sixteen samples, all displaying sulfide mineral assemblages and textures consistent with a metamorphosed VMS origin, yielded Au results ranging from 0.006-132.5 gpt (Figure 9). A notable float sample from Lulu yielded 132.5 gpt Au, 760 gpt Ag and 3.4% Pb, and an outcrop sample yielded 51.9 gpt Au, 290 gpt Ag and 3.3% Pb. An outcrop sample from SIB yielded 2.99 gpt Au and 125 gpt Ag.

SIB-Lulu was subject of several forays of drilling between the early 1990's and 2010's. A review of this historic data by Eskay's team indicates most of this drilling was undertaken with small diameter core, holes were not optimally oriented and were sometimes widely spaced and not all core was sampled for assay. Given the success that Skeena Resources has demonstrated nearby at the Eskay Creek deposit by conducting systematic close-spaced drilling, Eskay Mining's team thinks a similar approach is warranted at SIB-Lulu.

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Eskay Mining Corp.

Interim Management's Discussion & Analysis - Quarterly Highlights

Three and Nine Months Ended November 30, 2024

Discussion dated: January 27, 2025

Figure 1 - Plan map of the Consolidated Eskay property outlined in red showing various areas that were prospected in 2024. Au results from surface rock chip and float samples are displayed.

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Eskay Mining Corp.

Interim Management's Discussion & Analysis - Quarterly Highlights

Three and Nine Months Ended November 30, 2024

Discussion dated: January 27, 2025

Figure 2 - Top: example of a 3.5m wide quartz-carbonate-sulfide stockwork in a shear zone at Vermillion, Bottom: a 30 cm wide quartz-carbonate-sulfide vein at the TM Zone.

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