Voltage Metals CorpCSE: VOLT

Q2 MD&A

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VOLTAGE METALS CORP. (FORMERLY MANSA EXPLORATION INC.)

Management's Discussion and Analysis of Financial Condition and Results of Operations For the period ended June 30, 2022

(All amounts are expressed in Canadian dollars, unless otherwise stated)

This Management Discussion and Analysis ("MD&A") provides a detailed analysis of the business of Mansa Exploration Inc. (the "Company") and describes its financial results for the period ended June 30, 2022. The MD&A should be read in conjunction with the condensed interim financial statements of the Company and related notes for the same period, which have been prepared in accordance with International Financial Reporting Standards ("IFRS"). In addition, please refer to the audited financial statements for the year ended December 31, 2021. The Company's reporting currency is the Canadian dollar and all amounts in this MD&A are expressed in the Canadian dollar.

Management's Responsibility

The Company's management is responsible for the preparation and presentation of the financial statements and the MD&A. The consolidated financial statements have been prepared in accordance with International Financial Accounting Standards ("IFRS") as issued by the International Accounting Standards Board. This MD&A has been prepared in accordance with the requirements of securities regulators, including National Instrument 51-102 of the Canadian Securities Administrators.

Forward-Looking Statements

This MD&A may contain forward-looking statements based on assumptions and judgments of management regarding events or results that may prove to be inaccurate as a result of exploration or other risk factors beyond its control. Actual results may differ materially from the expected results.

Except for statements of historical fact, this MD&A contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this MD&A includes, but is not limited to, statements with respect to future events and is subject to certain risks, uncertainties and assumptions. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made, which are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause results to differ materially from those expressed in the forward-looking statements include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions, including fluctuations in commodity prices; governmental regulation of the mining industry, including environmental regulation; geological, technical and drilling problems; unanticipated operating events; competition for and/or inability to retain drilling rigs and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for commodities; liabilities inherent in mining operations; changes in tax laws and incentive programs relating to the mining industry;

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VOLTAGE METALS CORP. (FORMERLY MANSA EXPLORATION INC.)

Management's Discussion and Analysis of Financial Condition and Results of Operations For the period ended June 30, 2022

(All amounts are expressed in Canadian dollars, unless otherwise stated)

and the other factors described herein under "Risks and Uncertainties" as well as in our public filings available at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

This MD&A is current as at August 24, 2022.

BACKGROUND

Voltage Metals Corp. (formerly Mansa Exploration Inc.) (the "Company") was incorporated on June 10, 2016 under the laws of British Columbia. The head office, principal address, records office, and registered address of the Company is located at 401-217 Queen Street West, Toronto, Ontario, M5V 0R2. On December 21, 2020, the Company's common shares began trading publicly on the Canadian Stock Exchange under the stock symbol "MANS". Subsequent to year end, the Company completed an acquisition of Voltage Metals Inc., changed its name to Voltage Metals Corp., and now trades under the stock symbol "VOLT".

The Company's principal business activities include the acquisition and exploration of mineral property assets located in British Columbia, Ontario, and Newfoundland and Labrador, Canada.

SUBSEQUENT CORPORATE CHANGES

  • On January 6, 2022, the Company advanced $200,000 to Voltage Metals Inc. The advance is unsecured, non-interest bearing with no fixed terms of repayment. The loan shall become an intercompany loan upon completion of the transaction between the Company and Voltage Metals Inc.
  • On February 17, 2022, the Company closed a second tranche of the December 2021 private placement for gross proceeds of $265,950 through the issuance of: 1) 1,606,333 units; and 2) 125,000 flow-through shares.
    Finder's fees of $13,646 were payable in cash. In addition, a total of 88,060 non-transferable finder's warrants were issued with 79,310 finder's warrants having an exercise price of $0.15 per share and 8,750 finder's warrants having an exercise price of $0.20 per share. The other terms of the shares, units and finder's warrants issued are the same as in the first tranche. As of the date of these financial statements, the total proceeds received were $235,703.
  • On March 11, 2022, the Company completed the acquisition of Voltage Metals Inc., a private company incorporated under the laws of Ontario, Canada, who holds interest in four mineral properties located in Ontario, Canada. Pursuant to the Securities Exchange Agreement, the

Company acquire all the issued and outstanding common shares of Voltage Metals Inc. in

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VOLTAGE METALS CORP. (FORMERLY MANSA EXPLORATION INC.)

Management's Discussion and Analysis of Financial Condition and Results of Operations For the period ended June 30, 2022

(All amounts are expressed in Canadian dollars, unless otherwise stated)

exchange for the Company's common shares on the basis of 1.269841 of the Company's share for each Voltage Metals Inc. share issued and outstanding. The company issued a total of 36,000,000 common shares to Voltage Metals Inc.'s shareholders, as a result of which Voltage Metals Inc. became a wholly-owned subsidiary of the Company.

A finder's fee of 750,000 common shares was also issued to an arm's length party in connection with the completion of the transaction.

  • Effective March 11, 2022, the Company changed its name to Voltage Metals Corp.
  • On April 5, 2022, the Company granted 795,000 stock options to certain directors and officers. The stock options are exercisable for a period of two years from the date of grant at a price of $0.18 per share. 265,000 stock options will vest immediately, and 530,000 stock options will vest 25% equally each quarter over the first 12 months.
  • On April 8, 2022, the Company entered option agreement with arms-length private company
    ("Optionor") to acquire the Jerry Lake nickel/copper property located 140 km northeast of Timmins Ontario. To acquire 100% of the property, the Company must make cash payments totaling $150,000 and issue 1,700,000 common shares, over a three-year period. The mining claims are subject to a 2.5% NSR with a buyback of 1% of the NSR for $1,000,000.

MINERAL PROPERTIES

Skyfire Mineral Property

On October 13, 2016, a group of third parties (collectively, the "Optionee") entered into a property option agreement ("the Option Agreement") to acquire a 100% interest in certain mineral claims ("the Mineral Claims"). The Mineral Claims are located at Skyfire Mineral Property, located in central British Columbia.

On October 13, 2016, the Company entered into an assignment and assumption agreement with the Optionee (the "Assignment Agreement"). The Optionee agreed to assign to the Company all its rights, obligations, interests and assets in respects of the Option Agreement. As consideration for the Assignment Agreement, the Company issued 4,000,000 common shares. In order to earn the 100% interest in the Skyfire Property, the Company was required to issue 1,450,000 common shares to the initial optionors of the Option Agreement (the "Optionors") (issued) and incur exploration expenditures of $1,250,000 over a period of four years.

On January 31, 2020, the option agreement was amended, whereby the timeline to complete the annual expenditure commitments were extended. On November 21, 2021, the Company entered into an additional extension agreement to extend the expenditure obligations, in exchange the Company paid $5,000 in cash. The table below reflects the amended timeline.

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VOLTAGE METALS CORP. (FORMERLY MANSA EXPLORATION INC.)

Management's Discussion and Analysis of Financial Condition and Results of Operations For the period ended June 30, 2022

(All amounts are expressed in Canadian dollars, unless otherwise stated)

The Optionee must meet minimum exploration expenditures as follows:

$

June 30, 2021 (met)

100,000

December 31, 2021 (met)

150,000

June 30, 2022

250,000

December 31, 2022

750,000

1,250,000

The Company is required to incur these costs in order to earn the interest in the property from the Optionee. Upon completion of a positive feasibility study, the Company has an obligation to issue 1,000,000 common shares to the Optionors of the Option Agreement.

The property is subject to a 2% net smelter royalty. Beginning on December 31, 2020, and annually thereafter, the Company was previously obligated to make $50,000 cash annual advance minimum royalty payment to the Optionors. On November 7, 2019, this obligation was cancelled by the Optionors and the Company.

Wheeler Property

On July 7, 2021, the Company acquired Wheeler Resources Inc., a private company incorporated under the laws of British Columbia, Canada, which holds a 100% ownership interest in 760 claims on the Wheeler property located in Newfoundland and Labrador, Canada. To earn the 100% interest, Wheeler Resources Inc. issued 1,000,000 common shares of Wheeler and paid $50,000 in cash. The original vendor retained a 2.0% NSR on the property, of which 1% may be purchased by the Company for $1,000,000.

Rope Cove Property

On July 7, 2021, the Company acquired Wheeler Resources Inc., a private company incorporated under the laws of British Columbia, Canada, who holds a 100% ownership interest in 30 claims on the Rope Cove property located in Newfoundland and Labrador, Canada. To earn the 100% interest, Wheeler Resources Inc. issued 300,000 common shares of Wheeler. The original vendor retains a 2.0% NSR on the property, of which 1% may be purchased by the Company for $1,000,000.

Battery Metals Project

On June 30, 2020, VMI and Pancontinental Resources Corporation ("PUC") entered into an option agreement whereby VMI would acquire from PUC an 80% interest in four nickel-copper-cobalt exploration projects in northern Ontario (the "Projects").

To earn its 80% interest in the Project, the Company would pay a total of $1,000,000:

  • $100,000 on closing (paid);
  • $100,000 within 3 months (paid);
  • $800,000 on the 1st anniversary;

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VOLTAGE METALS CORP. (FORMERLY MANSA EXPLORATION INC.)

Management's Discussion and Analysis of Financial Condition and Results of Operations For the period ended June 30, 2022

(All amounts are expressed in Canadian dollars, unless otherwise stated)

If VMI acquires the 80% interest and incurs a total of $2,000,000 or more of exploration expenditures with respect to any of the Projects, PUC's 20% free and carried interest shall automatically be converted into a 1.5% NSR on each of the Projects and the Company will have the right to purchase 1% of each NSR by paying $1,000,000 for each 1% of each of the NSRs.

On March 1, 2021, the Company and PUC modified the payment terms of the option agreement as follows:

  • $100,000 on closing (paid);
  • $100,000 within 3 months (paid);
  • 500,000 common shares of the Company by March 31, 2021 (issued);
  • 500,000 common shares of the Company by March 31, 2021 (issued);
  • $300,000 by March 31, 2021 (paid);
  • $300,000 by September 30, 2021 (paid);
  • $200,000 by December 31, 2021 (paid).

Montcalm and Nova Project

The VMI acquired a 50% interest in the Montcalm and Nova Projects option agreement between Pelangio Exploration Inc. ("Pelangio") and Pancontinental Resources Corporation ("PUC") for a payment of $50,000 (paid). VMI was then entitled to 50% of any proceeds received by Pelangio from PUC under the agreement as well as 50% of any royalties earned on the 2.5% NSR.

During the year ended December 31, 2019, VMI received $17,500 and 150,000 common shares of PUC.

During the year ended December 31, 2020, VMI received 650,000 common shares of PUC.

Jerry Lake

During April, 2022, the Company entered into an option agreement to acquire the Jerry Lake nick/copper property. The Company has the right to earn a 100% interest in the Jerry Lake Project by making cash payments totaling $150,000 and issuing 1.7 million shares, over the three-year option period. The mining claims are subject to a 2.5% NSR with a buyback of 1% of the NSR for 1 million dollars. As at June 30, 2022, the Company has paid $15,000 and issued 350,000 common shares.

LIQUIDITY AND CAPITAL RESOURCES

In management's view, given the nature of the Company's operations, which consist of exploration and evaluation of a mining property, the most relevant financial information relates primarily to current liquidity, solvency and planned property expenditures. The Company's financial success will be dependent upon the extent to which it can successfully exercise its option, discover mineralization and the economic viability of developing its properties.

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