The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our audited financial statements
and related notes appearing elsewhere in this report. In addition to historical
financial information, the following discussion includes a number of
forward-looking statements that reflect our plans, estimates and our current
views with respect to future events and financial performance. See "Cautionary
Note Regarding Forward Looking Statements" above for a discussion of
forward-looking statements and the significance of such statements in the
context of this Report. It is important to note, while we have encountered
several high-grade drill anomalies throughout the property, we have no proven
and/or probable reserves at the present time.



Property - Previous Exploration Work, Mineralization and State of Exploration


The Property is wholly owned by LSG, our largest shareholder, and is clear
titled. A 1% net smelter royalty exists in the favor of the original property
owner. The property consists of 31 patented claims on approximately 460 acres.
LSG, over the past 15 years and continuing, has spent over $7 million on
underground rehab of approximately 1/4 mile of drift at the 300ft sub-surface
level. LSG also executed 22 surface core drill holes for a total of 10,400ft and
152 underground core drill holes for a total of 23,000ft.



It is important to note the following sample preparation and quality controls used by LSG and by ICN, a previous operator of the Property:

Lode-Star Gold drill hole core sampling and analytical protocol


All drill core samples were prepared and delivered to ALS Minerals in Reno by
Tom Temkin, our COO. Individual sampled intervals varied from one to five-foot
lengths, based on geologic parameters, and included 100% of core intervals. No
core splitting was conducted. No duplicate samples or standards were introduced
other than those inserted and utilized by ALS for their internal quality
control. Lab preparation of individual samples included crushing and grinding to
minus 200 mesh, followed by a 1-ton assay for gold. All samples that initially
assayed over 1.0 opt Au were systematically re-assayed.



ICN drill hole core and Rotary RC sampling and analytical protocol


All drill core samples were prepared by ICN personnel and either delivered to
the assay lab or were picked up on-site by lab personnel. Rotary RC chip
drilling samples were collected on-site and transported to Reno by the
respective labs. The labs used included ALS Minerals and American Assay Lab.
Core was sawn by ALS Minerals and/or ICN personnel. Individual core sampled
intervals varied from one to five-foot lengths, based on geologic parameters,
and included one-half of the original core material. Rotary RC samples were
taken at five-foot intervals entirely. Quality control for all samples included
a protocol of inserting duplicate samples, blanks, and known standards, at
repeating intervals to maintain .08% check sampling. Lab preparation of
Individual samples included crushing and grinding to minus 200 mesh, followed by
a 1-ton assay for gold. All samples that initially assayed over 1.0 opt Au

were
systematically re-assayed.



Underground work has identified 2 high-grade gold-bearing zones (see the small
yellow stars in Fig. 1. and see Fig. 2.) that can support mine development
utilizing our current infrastructure. The property is now permitted for
production and should be mine ready by the end of Q2, 2020. It is our intention
to then start mining the property. Much of the property remains under-explored
and it is our belief that the district's high-grade, million-ounce ore zones
repeat themselves. Further surface and underground exploration work need to be
executed. We plan to explore through production and chase our known, high-grade
vein zones.



Third Party Assay Data Audit



Mine Development Associates (MDA Reno), a highly regarded, third party NI 43-101
service provider, has audited our drill hole database and performed a
comparative QA/QC check assay analysis on selected drilling and determined no
inconsistencies to exist and assays were repeatable within both the Red Hills
and Church Zones.



NI 43-101 Update Status



We filed an independent Technical Report written in accordance with National
Instrument 43-101 - Standards of Disclosure for Mineral Projects (NI 43-101) on
our property located in Goldfield, Nevada. Although not required for OTC
listing, we had this report prepared under NI 43-101 guidelines to provide a
summary of the Goldfield Bonanza Project. This NI 43-101 is required
documentation for future possible business transactions and listings on Canadian
exchanges. The Technical Report titled "Technical Report on the Goldfield
Bonanza Project Esmeralda County Nevada U.S.A." dated January 15, 2020 has been
prepared by Mr. Robert M. Hatch, SME Registered Geologist.



The report is available for review on EDGAR (https://www.sec.gov/edgar/searchedgar/companysearch.html) and SEDAR (https://www.sedar.com/) under Lode-Star Mining's issuer profile.



                                       15



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


         OF OPERATIONS (Continued)




The red areas (See Figure 1a. below) show the historic vein zones where, at an
average grade of 1oz Au/ton, roughly 4 million ounces were produced during the
period 1904-1918: Last year of production by Goldfield Consolidated, (Source:
Albers and Stewart, 1972). For historic Goldfield production see Figure 1b.

The large yellow stars indicate areas we need to explore to repeat the past high-grade production intercepts. The yellow lines are known geophysical interpreted structures. The small yellow stars are the immediate definition drilling and production zones.





  Fig. 1a. - The red vein zones contained in the aerial photo below depict the
                              historic mined veins



                            [[Image Removed: (MAP)]]

                                       16


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


         OF OPERATIONS (Continued)




HISTORIC PRODUCTION



Figure 1b. - Production from Goldfield Mining District





                       Gold     Grade Gold    Silver   Grade Silver
  Year    Ore (tons) (ounces)  (avg. oz/ton) (ounces)  (avg. oz/ton)

  1903                 3,419                    287
  1904      8,000     113,293      14.16      19,954       2.49
  1905      11,700    91,088       7.79        8,589       0.73
  1906      59,628    339,890      5.70       15,648       0.26
  1907     101,136    406,756      4.02       71,710       0.71
  1908      88,152    236,082      2.68       30,823       0.35
  1909     297,199    453,915      1.53       33,164       0.11
  1910     339,219    538,760      1.59       117,598      0.35
  1911     390,431    497,637      1.27       126,406      0.32
  1912     362,777    301,848      0.83       125,736      0.35
  1913     364,785    242,815      0.67       153,984      0.42
  1914     367,166    227,612      0.62       129,830      0.35
  1915     418,935    212,337      0.51       165,305      0.39
  1916     383,456    128,250      0.33       129,781      0.34
  1917     339,488    91,917       0.27       78,184       0.23
  1918*    264,237    58,685       0.22       90,560       0.34
  1919      16,435    35,810       2.18       39,912       2.43
  1920      6,571      7,536       1.15        6,081       0.93
  1921      1,903      7,101       3.73        1,761       0.93
  1922      5,619     12,773       2.27        5,755       1.02
  1923      3,137      4,471       1.43        3,613       1.15
  1924      7,352      4,336       0.59        3,982       0.54

1925 2,773 5,053 1.82 2,369 0.85 1925-1960 129,705 168,616 1.30 88,967 0.69

Total 3,958,104 4,190,000 1.06 1,450,000 0.37

* Last year of production by Goldfield Consolidated

SOURCE: Albers and Stewart, 1972



                                       17



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


         OF OPERATIONS (Continued)




Geologic Structure



The geologic model, as seen in Fig. 1c. below, shows the modern interpretation
of expected structural intersections that created the Goldfield high-grade gold
zones. Current thinking, based on finding these repeated intersections, is that
more multi-million-ounce intercepts are possible.



                       Fig. 1c. Geologic Structural Model



                          [[Image Removed: (GRAPHIC)]]

                                       18



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)




Mine Development:



Lode Star Gold has completed underground rehabilitation and is developing the
mine on two headings. Respectively, these are named the Red Hills Stope Zone and
Decline Vein Zone. Additional muck bays have been added for underground storage
of ore. Four bays are presently storing 0.15 - 0.25 oz/ton gold, 0.25 - 0.50
oz/ton gold, 0.50 - 1.00 oz/ton gold and 1.00 oz/ton or better gold,
respectively. Grade-control samples have been analyzed in Scorpio's Mineral
Ridge Gold laboratory and Paragon Geochemical's Reno, NV office. The variety of
grade-control samples include channel samples, blast-hole samples and muck

pile
samples.



The majority of work has been done in the Stope Zone which has been our most
productive heading followed by the Decline Zone. A surprise addition to
activities at the north end of the Stope Zone found considerable veining
becoming an additional area of development. The Company is awaiting assays from
its efforts on this new heading. This is further explained below in Item 7. Red
Hills Vein System - Priority 1.



The Company has elected not to repurpose the Church shaft nor the January
Whiterock shaft as mentioned in earlier reports. Instead, as noted in Fig. 2a
below we have initiated the development of a raise that will accommodate a
secondary escapeway and access to the Church ore zone. We are calling this the
Church Raise Zone. This raise to the surface will allow us to intersect and
develop the high-grade ore zone identified by ICN's Church Zone drilling of core
holes ICN-003, 013, 014. This is further explained below in Item 7. Church Zone
- Priority 2. Work on this began in late January of 2021. As of the drafting of
this report, the Company has completed 25% of intended initial 100ft portion of
the escapeway.


Step Out Drilling and Exploration:





Surface definition drilling is underway in the aforementioned Church Vein Zone.
This zone measures up to 40 feet in width and trends at least 600 feet
north-northeasterly, immediately west of the Church shaft. Drilling by ICN in
2011 included 19 core holes with varying results. Some holes did not hit the
intended target and will be re-drilled to better test the target. As drilling
progressed into the vein area, marginal gold was identified. Three holes,
ICN-003, ICN-013 and ICN-014 (results below) hit solid high- grade intercepts
which need further drilling to define. (Grams per Metric Tonne = 34.2857).



Hole ICN-003: included 9.5 ft (2.90 m) weighted averaged assays of 40.79 oz/ton
(1398.6 g/t) gold. Hole ICN-013: included 4.5 ft (1.37 m) with 51.46 oz/ton
(1764.2 g/t) gold. Hole ICN-014: included 3.5 ft (1.00 m) with 68.02 oz/ton
(2332.0 g/t) gold. Hole ICN-001 included 3.0 ft (0.90 m) with averaged assays of
6.29 oz/ton (215.7 g/t) gold and ICN-023 included 4.0 ft (1.22 m) with averaged
assays of 1.44 oz/ton (49.35 g/t) gold.



The Company is currently waiting for assays from six core drill holes which commenced in Oct. of 2020 and completed to date. Due to extensive industry assay work in calendar 2020 and ongoing, Reno labs are backlogged.



                                       19



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


         OF OPERATIONS (Continued)




The figure below indicates the relationship between the overall ICN core
drilling, high-grade gold intercepts, underground workings, the Church shaft,
January/Whiterock shaft, the Church Raise Zone and our planned area of
definition drilling. Geologic modeling to date has identified what may prove to
be a robust production area. Our drilling phase will determine the accuracy of
that modeling.



                  Fig. 2. ICN Drill Holes and Planned drilling



                            [[Image Removed: (MAP)]]

                                       20



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)




     Fig. 3. - Church and Red Hills Area Vein Zones are the two high-grade
                                  gold-bearing

         zones that we expect to yield high-grade gold concentrations.



                          [[Image Removed: (GRAPHIC)]]


Red Hills Vein System - Priority 1.


Two major vein zones exist in the Red Hills area, including the Stope veins and
the Decline vein (see Fig. 3 above). The respective names refer to the nature of
brief mining conducted previously in these areas. As further defined through
LSG's drilling to date, the area referred to as the Stope Veins is comprised of
two intersecting vein-filled faults, including the West vein zone and the East
vein zone with a third vein delineation called the New Vein Zone . The average
width of each of these vein zones is approximately three feet. Drilling to date
suggests the West vein zone to be essentially vertical and near parallel to the
East vein zone. The Decline vein zone is also shown on Fig. 3, as a
north-northwest trending zone. Drilling on the Decline vein zone indicates a
generally westerly dipping feature with an average width of several feet. To
date, drilling and mine development has yielded very encouraging gold values
within each of the vein zones described above. As shown on Figures 4 and 5 on
the following page, several high-grade drill intercepts have been encountered
with values up to 75.0 oz/ton gold (East vein zone). Drilling indicates each of
these vein zones to be open along strike and at depth.

                                       21



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)




             Fig. 4. - Red Hills Vein Zones Composite Cross Section



                          [[Image Removed: (GRAPHIC)]]

                                       22



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)




Two readily obvious targets where high-grade gold in excess of 1.0 ounce of gold
per ton has been intersected is shown on Figure 5 below with dashed outlines.
Some drill holes have been combined with their respective actual values for sake
of clarity. Additionally, each of these vein zones appear to be open to the
north, to the south, and to depth.



                    Fig. 5. - Red Hills Vein Zones Plan View



                          [[Image Removed: (GRAPHIC)]]

                                       23



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)




A 3-D depiction, (Fig. 6 below), of the three identified vein zones within the
Red Hills shows the complex nature of their intersecting relationship. This
complex intersection of the three vein components provides several locations
where high-grade gold concentrations are identified.



                Fig. 6. - 3D Section of the Red Hills Vein Zones



                          [[Image Removed: (GRAPHIC)]]



Red Hills Zone Summary



The drilling of this resource area was performed by LSG from 2000 to 2006 and
assaying was performed by ALS Chemex. All activity was performed prior to the
company's need to have the drilling be resource NI 43-101 compliant. Mine
Development Associates has audited LSG's drilling data base and concluded
analyses of drill-sample pulps compared well with the original database gold
analyses at grades relevant to the potential underground mining scenario at

Red
Hills.



We assume the zone contains 10,000 ounces of AU (This assumption is non-NI
43-101 compliant). Historic underground mining was executed by chasing veins
that yielded pockets of high-grade gold production. LSM is following the same
method and chasing its known high-grade gold-bearing veins. LSM's initial mining
stage in the Red Hills area will extract mineralized material from the currently
exposed Stope Vein Zone, and the Decline Vein Zone on the 300-foot mine level.
Mining dimensions in the Stope Zone are expected to be an average up to 4 feet
wide, approximately 80 feet upwards and 100 feet along strike. The mining in the
Decline will achieve mineralized material extraction while developing access to
lower levels. Eventually the gold mineralization below the 300-foot level in
both the Stope and Decline Vein Zones will be removed through the development of
a downward spiral ramping approach, ultimately accessing mining depths to
approximately the 450-foot mine level.

                                       24



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)



Church Vein Zone - Priority 2.


Based on the success and encouragement realized through drilling conducted by
Trafalgar in 1982 and Westley in 1985, and further success through follow-up
drilling by LSG and ICN to date, a vein zone measuring up to 40 feet in width
and trending at least 600 feet north-northeasterly, exists immediately west of
the Church shaft (fig. 6 below).



Our interpretation of drilling to date indicates this vein zone, which is
comprised of numerous individual veins up to several inches in width each, to be
a steeply westerly-dipping feature, with several intercepts of high-grade gold
exceeding 1.0 ounce of gold per ton. Areas highlighted in red on figures 7 and 8
display interpreted orientation of repeated vein sets based on drill intercepts.
Figure 7 also shows the high priority drill targets we are currently drilling to
yield additional high-grade gold concentrations in the Church Vein zone. The
nearly 200-foot vertical interval between the 100-level gold mineralization and
the 300-level gold mineralization is a high priority target, as are the
extensions to the north and south, and down-dip from the 300-level workings.



As seen in red in Fig. 7. below, the Company has executed 6 core holes definition drilling of 6 core holes. Total drilling do date is approximately 1500 ft. We are awaiting assay results to plan our next series of drill holes.

Also shown on Fig. 7. is the approximate location of the Church Raise Zone.





                Fig. 7 - Church Vein Zones and Decline Vein Zone



                          [[Image Removed: (GRAPHIC)]]

                                       25



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)




          Figure 8 - Cross Section of Church Vein Zone at Section 3555



                          [[Image Removed: (GRAPHIC)]]

                                       26



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)




ICN Resources Drilling



ICN Resources acquired control of the property in March 2011. During that year
ICN drilled 26 core holes for a total of 5,795 ft (1,767 m) and an additional 63
RC holes for a total of 27,470 ft (8,375 m). The core holes (hole ID prefixed
with "ICN-" ) were drilled largely in the Church Zone and the RC holes (hole ID
prefixed with "ICR-") were utilized to test other exploration targets throughout
the property.



The third core hole, ICN-003, returned a weighted-average intercept of 9.5 ft
(2.90 m) that assayed 40.8 oz/ton (1.4 kg/t) gold. Eleven holes were then
drilled around the ICN-003 discovery hole within a 100 meter by 150-meter area.
Additional extraordinary high-grade intercepts included 4.5 ft (1.37 m) in
ICN-013 that assayed 51.46 oz/ton (1.76 kg) gold, and a weighted average of 9.5
ft (2.9 m) in ICN-014 that averaged 26.8 oz/ton (918.0 g/t) gold. The next
highest-grade intervals are 4 ft (1.22 m) in ICN-023 that averaged 1.46 oz/ton
(50 g/t) and 3 ft (.91 m) in ICN-024 that assayed .802 oz/ton (27.5 g/t). All of
these high-grade intercepts lie along the same north-northeast structural trend,
which also falls in the broader NE corridor of mineralization. See the table
below for drill hole intercepts greater or equal to 0.5 oz/ton (17.14 g/t).



ICN's core drilling showed that the Church Zone is covered by as little as 55 ft
(16.9 m) of post-mineral cover. The zone remains open along strike and down-dip
and falls within the NE Corridor as defined by mineralization and geophysics.



The RC drilling program was designed to test four areas. Most of the work was
focused on the 600-foot (183 m) strike length of the NE Corridor between the
Church Zone and the Combination Pit. Six holes were drilled to test the January
area, immediately west of the Combination Pit. An additional 19 holes were
drilled to test mineralized zones noted by prior exploration programs in the
northeastern portion of the claim block, including the Sheets-Ish Silver Pick
and Phelan Shaft areas. Five holes were located in the Newmont Lode area to test
extensions of known mineralization.



Drilling in the NE Corridor (away from the Church Zone) showed that the
structure and alteration persist throughout, and that attractive gold
mineralization is present. Numerous lower grade intercepts were encountered,
which contained shorter high-grade intervals. The degree of silicification,
quartz veining and fracturing in these intercepts indicates that the lower grade
intercepts may represent halos to higher grade mineralization. Additional
drilling will be required to better delineate these mineralized zones.



ICN Resources Drill Intercepts Greater or Equal To 0.5 oz/ton (17.14 g/t)

Intervals greater than 1.0 oz/ton (34.29 g/t) are in bold.

Hole ID From m To m From ft To ft Length ft Au g/t Au oz/ton ICN-001 59.7 60.7 196.0 199.0 3.0 23.2 0.677 ICN-001 60.7 61.6 199.0 202.0 3.0 215.7 6.290 ICN-003 16.9 19.8 55.5 65.0 9.5 1398.6 40.793

Incl. 16.9 18.6 55.5 61.0 5.5 547.3 15.963

Incl. 18.6 19.8 61.0 65.0 4.0 2569.2 74.935 ICN-003 24.8 26.8 81.5 88.0 6.5 57.1 1.665 ICN-008 94.5 95.3 310.0 312.5 2.5 183.6 5.355 ICN-013 28.0 29.4 92.0 96.5 4.5 1,764.2 51.455 ICN-014 25.1 26.1 82.5 85.5 3.0 181.9 5.306 ICN-014 27.0 28.0 88.5 92.0 3.5 2,332.0 68.018 ICN-015 66.4 67.2 218.0 220.5 2.5 24.5 0.714 ICN-018 57.9 59.4 190.0 195.0 5.0 23.5 0.684 ICN-023 64.3 64.9 211.0 213.0 2.0 61.6 1.798 ICN-023 64.9 65.5 213.0 215.0 2.0 37.1 1.081 ICN-024 24.1 25.0 79.0 82.0 3.0 27.6 0.805




                                       27


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


         OF OPERATIONS (Continued)



ICN Resources Drill Intercepts Greater or Equal To 0.5 oz/ton (17.14 g/t) (Continued)

Intervals greater than 1.0 oz/ton (34.29 g/t) are in bold.

ICN Resources rotary-reverse circulation
ICR-003   18.3  19.8  60.0  65.0 5.0 39.0 1.138
ICR-003   19.8  21.3  65.0  70.0 5.0 21.7 0.633
ICR-003   39.6  41.1 130.0 135.0 5.0 17.2 0.502
ICR-003   59.4  61.0 195.0 200.0 5.0 19.0 0.554
ICR-031  105.2 106.7 345.0 350.0 5.0 17.3 0.505
ICR-032   64.0  65.5 210.0 215.0 5.0 18.2 0.530
ICR-044   12.2  13.7  40.0  45.0 5.0 28.3 0.826



GOLD MINERALIZATION and ALTERATION

Goldfield is one of the most prominent North American examples of the epithermal
subclass classification known as high-sulfidation (or alunite-gold) deposits.
This type of deposit is characterized by intense pyritization and low-pH,
acid-sulfate hydrothermal alteration of the volcanic host rocks. Gold
mineralization occurs in brecciated, quartz-alunite vein-filled faults and
fractures. Individual veined zones are typically one to three feet in total
width and are characterized by a clustering of several smaller veins up to three
inches in width each. Gold deposition has been dated (using isotopes) as
occurring 22 to 18 million years ago (Silberman, 1985). Fluid inclusion and
oxygen isotope data from several locations within the district indicate an ore
deposition temperature ranging from 200 to 2900 degrees C.



Host rocks surrounding the brecciated quartz-alunite-filled faults and fractures
typically display a near-symmetrical pattern of three successive hydrothermal
alteration zones. The gold-bearing veined zones containing predominantly quartz,
alunite and pyrite, invariably are surrounded by strongly developed
silicification (silica replacement of host rock). An advanced argillic zone
enveloping the silicification is characterized by the presence of alunite,
kaolinite, pyrite, quartz and montmorillonite, which further grades into a more
regional propylitic alteration zone containing calcite, chlorite, and pyrite.
Widespread intense hydrothermal alteration often makes it difficult to trace
individual volcanic units.



HIGH-GRADE GOLD OCCURRENCES



The Goldfield mining district has recorded production of more than 4.2 million
ounces of gold and 1.5 million ounces of silver. Production in the district
generally has been limited to an area about one mile (east-west) by about one
and one-half mile (north-south).



High-grade gold ores (>1.0 oz/ton) typically occur as breccia-matrix and
open-space vug fillings within a series of banded quartz-alunite veins,
surrounded by pervasively silicified zones that often contain lower-grade gold
(>0.05 oz/ton). From 1903 to 1925, about fifteen individual high-grade ore
bodies averaging 100,000 tons and yielding 100,000 to 500,000 ounces of gold
each were mined from the veins in the immediate vicinity of the Apex of the Main
Vein at the Combination pit. Typical dimensions of these ore bodies are
approximately 200 feet along strike, 300 feet on dip, and up to 20 feet in
width. Of the total tonnage, high-grade ores accounted for 51% mined. The
average grade of total gold produced during this period was 1.13 ounces per ton;
96% of total gold produced had an average grade greater than 1 ounce per ton,
while 39% of total gold produced had an average grade of 2.9 ounces per ton. The
cutoff grade in the district was 0.25 ounces of gold per ton. The majority (75%
to 80%) of the district's gold production occurred from depths of 600 feet or
less. The deepest ores mined at Goldfield were 1,900 feet below the surface and
approximately 2,500 feet downdip from the apex of the lode.



Unoxidized ore, formed as cavity fillings in brecciated veins, consists of varying proportions of native gold and gold tellurides including calaverite and goldfieldite, as well as sulfosalt minerals including bismuthinite and famatinite, each of which are associated with high-grade gold.



                                       28



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)




Geophysics



CSAMT



In 2008, Lode-Star Gold contracted Zonge Geophysics to carry out an orientation
CSAMT (controlled source, audio-frequency magneto-telluric) survey. The
objective was to determine the effectiveness of this technique in detecting
resistivity variations that correlate with known gold-bearing quartz vein zones.
Five east-west lines were run across the Church-Red Hills-Newmont Zone area for
a total of 1.7 line miles (2.7km) of coverage. The results clearly defined
several pronounced resistivity gradients with patterns associated with
aforementioned areas of known gold mineralization.



In February 2012, ICN contracted Zonge Geophysics to carry out a similar CSAMT
survey which covered nearly all of the Goldfield Bonanza property. It included
32 lines for a total of 10.6 line-miles (17 line-kilometers). The survey data
was acquired using 30-meter (100 ft) receiver dipoles in spreads of six
down-line electric field dipoles with two magnetic field measurements taken per
spread in the broadside mode of operation. The signal source was a Zonge GGT-30
constant current transmitter. Survey control was maintained using a Trimble
PRO-XRS GPS receiver.



Figure 9 below displays the results of the property-wide survey. Overlain on the
CSAMT is drilling in the Northeast Corridor with drill hole assays presented as
calculated grade X thickness (GxT) values. There is a clear association of CSAMT
resistivity highs with high gold assays from these drill holes, occurring in
highly silicified areas. Also shown on figure 8, the biogeochemical survey
anomalies are overlain on the CSAMT results, indicating close correlation with
high resistivity values. The biogeochemistry patterns are discussed further in
the Biogeochemistry section below.



The main NE Corridor is defined by a major break in the CSAMT data. This break
is directly indicative of significant northwest and northeast oriented
structures at depth, some of which have been observed in underground exposures
and interpreted through drilling. The potential significance of the CSAMT break
is demonstrated by the drill holes in and around the Newmont Lode in the
southern portion of the grid.



Holes in this area are weakly to strongly gold mineralized, suggesting that further drill testing southwest along this break is warranted.





In addition, the mineralization trending northwesterly in the Sheets-Ish, Silver
Pick, Phelan area is shown to hug the sharp Northwest break in the CSAMT
response. Thus, the better gold grades seem to follow the margins of the CSAMT
highs. The principal conclusion was that the general exploration model was
verified - "Main District style" high-grade gold mineralization is, in fact,
localized beneath the post-mineral cover below the Lode-Star Gold claim block.

                                       29



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)




       Figure 9 - Geophysics & Biochemistry Anomalies w/ GxT Drill Assays



                          [[Image Removed: (GRAPHIC)]]

                                       30



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)




Biogeochemistry                                         Figure 10
                                             Biogeochemical Interpretive 

Map


Conventional surface sampling of                [[Image Removed: 

(GRAPHIC)]]


outcrops and soils on the Lode-Star
claims is not useful due to poor
exposures and contamination by waste
dumps and tailings. However,
biogeochemical sampling has been shown
to be effective in indicating areas of
anomalous gold and other gold-related
trace metal values below the Seibert
gravels.

In August 2011, ICN personnel sampled
rabbit brush in an area measuring
approximately 4000 feet (1200 m) by 2000
feet (600 m) in the northern and central
portions of the property, including in
the Silver Pick shaft area and in the NE
Corridor target area. The program was
designed, and the data interpreted by
Shea Clark Smith of Minerals Exploration
& Environmental Geochemistry (Smith,
2012). Large areas that are defined by
gold concentrations from 2 - 60 ppb are
significant and attest to the volume
(and possibly grade) of mineralized rock
in contact with groundwater in these
areas. Smith states that metal uptake in
rabbit brush is not overwhelmed by
mineralized dust that might have masked
the metal concentrations in plant
tissues of less well endowed (by gold)
areas.

The Figure to the right displays the
gold-mineralized areas indicated by the
biogeochemical data. The anomalies
cluster in areas of historically mined
mineralization near the Phelan,
Sheets-Ish and Silver Pick shafts. Most
importantly multiple clusters occur in
the Northeast Corridor area, which
includes the Newmont Lode and especially
the Church Zone. Of particular note is
the cluster of anomalies that exist to
the northwest of the NE Corridor,
correlating closely with interpreted
northwest-trending structures. Thus, the
biogeochemical data confirms the
conclusions from drilling and
underground geologic work as shown on
Figure 8 above. Overall the
biogeochemical anomalies were found in
four areas of the property that have had
no drilling, as follows:




1. the area immediately east of the Church Zone coinciding with a CSAMT anomaly;

2. several grouped anomalies immediately northwest of the Newmont Lode and the


    January-Whiterock shaft;



3. a northwest trending series of anomalies extending 400 meters to the northwest


    of the Church discovery zone; and,



4. three separate anomalies located to the west of the Silver Pick shaft and to

the east of the Phelan shaft in the northern portion of the claim group. In


    general, all of the drill holes with anomalous gold values fall within
    biogeochemical anomalies and all those holes with no significant gold
    intercepts are outside the biogeochemical anomalies.




Seismic Survey



In 1980 Trafalgar Mines contracted Cooksley Geophysics to conduct a refraction
seismic survey over a small area in the Church zone. This survey delineated
several shallow silica ledges which were confirmed by drilling to be gold
bearing. Westley Mines leased the property during 1985. They contracted Dr.
McWilliams, a professor at Stanford, to conduct a more extensive refraction
seismic survey. Thirteen east-west lines were run at approximately a 400-foot
(122m) spacing covering an area from about 600 feet (183m) south of the Silver
Pick shaft to 2000 feet (610m) south of the January-Whiterock shaft. This work
delineated silicified zones and ledges which are interpreted to have horizontal
thicknesses of up to 200 feet (61 m) and varying lengths. See Fig. 10 below.

                                       31



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)




                      Figure 11 - Seismic Survey Anomalies



                          [[Image Removed: (GRAPHIC)]]

                                       32



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)



Mine Development - Drilling the Northeast Corridor





The Company's immediate drill program is to define its existing and mineable
Gold mineralization within the northeast corridor. See Fig. 13. Specifically,
the Church, Red Hills/Decline and Newmont Zones, referred to as the CRN Area.
Current drill budget is US$1,800,000 plus $200,000 in analytical fees. Combined
total cost: US$2,000,000. To date the Company has commenced definition drilling
in the Church Zone. Approximately 1500 ft of core drilling has been executed at
a price of roughly $100,000. All the costs for drilling have been paid by the
Company's largest shareholder Lode Star Gold, INC



                      Fig. 12 Immediate Drill Program Area



      [[Image Removed: (GRAPHIC)]]       Red Hills, Decline Zone:

                                         The Company is planning for 6,000
                                         combined feet of deep core drilling for
                                         the Red Hills and Decline Zone.

                                         Anticipated Cost $400,000. See Table
                                         11a.

                                         Church Zone:

                                         The Company has commenced its 6,400
                                         combined feet of drilling for the Church
                                         Zone with approximate 1500 feet drilled
                                         to date

                                         Anticipated Cost $400,000 See Table 11b.

                                         Newmont Zone:

                                         Future planning for an initial 22,200
                                         combined feet of surface drilling in the
                                         Newmont Zone.

                                         Anticipated Cost (Surface) $1,000,000
                                         See Table 11c.





Phase 1


Table 12a. - Red Hills / Decline Zone Drilling Budget





 Red Hills Surface  Hole Depth $/ft  Cost/Hole # of Holes    Cost    TTl ft Drilled
   Core Drilling    1000 avg.  60.00 $  60,000     6      $  360,000     6,000
   Contingency                                            $   40,000
   Total Budget                                    6      $  400,000     6,000



Sample Prep., Assays, CSAMT interpretation and third-party verification of the drilling results are expected to add a cost of approximately $100,000.

Table 12b. - Church Zone Drilling Budget





 Church Zone Surface  Hole Depth $/ft  Cost/Hole # of Holes   Price    TTl ft Drilled
   Core Drilling         300     50.00 $  15,000     8      $  120,000     2,400
   Core Drilling         1000    60.00 $  60,000     4      $  240,000     4,000
   Contingency                                              $   40,000
   Total Budget                                      12     $  400,000     6,400



Sample Prep., Assays, CSAMT interpretation and third-party verification of the drilling results are expected to add a cost of approximately $100,000.



                                       33



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


         OF OPERATIONS (Continued)




Phase 2



Table 12c. - Newmont Zone Surface Drilling Budget (Planned)





 Newmont Zone Surface  Hole Depth  $/ft  Cost/Hole # of Holes    Price    TTl ft Drilled
   RC Drilling            1000    38.00 $  38,000      10     $   380,000     10,000
   RC Drilling            500     38.00 $  19,500      10     $   190,000      5,000
   Core Drilling          1000    60.00 $  60,000      4      $   240,000      4,000
   Core Drilling          400     50.00 $  20,000      8      $   160,000      3,200
   Contingency                                                $    30,000
   Surface Budget                                      32     $ 1,000,000     22,200



Sample Prep., Assays, CSAMT interpretation and third-party verification of the drilling results are expected to add a cost of approximately $200,000.





  Underground Budget Newmont Underground - Yet to be Determined Unplanned



Total for Phase 1 planned step-out drilling - Red Hills/Decline Zone and Church Zone





  Combined 12a & 12b    Drilling      $800,000
                     Analytical Fees  $200,000
  Total                              $1,000,000
Underground mining in the Red Hills area will extract ore on the 300-level and
raise to higher levels. The Company has continued its mine development and we
plan to initially mine 10,000 tons of material at a rate of approximately 50
tons per day. On-going development has identified several additional areas

where
tonnage will be added.



We have a $5.0 million exploration and mine development program that will be
focused on defining and mining of the Property's gold mineralization; advance
the geologic modeling for continued mining; and bulk sampling of the Project's
current underground workings as well as for working capital purposes.



Funding


Details of the development program are as follows:





Item Major Categories                               Cost
1.   Equipment & Mining Materials                  $275,000
2.   Secondary Escape & Second Production Shaft  $1 million
3.   Red Hills/Stope & Decline Vein Zones Mining   $860,000
4.   Drilling the Northeast Corridor             $2 million
5.   Corporate & General Admin.                    $865,000
     Total                                       $5 million

Line items 1, 2, 3 and 5 above, totaling $3.0 million are required for bulk sampling of the Property's current workings.

Line item 4 accounts for the Development Drilling totaling $2.0 million required to fully assess the Northeast Corridor.





The estimates above are for planning purposes only. No information contained
herein should be considered an official corporate offering. The application of
funds shown above is an estimate and may not exactly match the actual future
costs.

                                       34



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)




Future Exploration Targets                      Figure 13 - Seismic Survey

Target Area 1.                                 [[Image Removed: (GRAPHIC)]]

North-south oriented CSAMT gradient that
indicates extension of the known
high-grade gold in the Red Hills Vein
Zone.

Target Area 2.



Several Refractive Seismic responses
along a north-northwest oriented
alignment, suggesting the existence of
one (or more) siliceous zones, likely
below the 1,700 meter search horizon.

The pronounced south-pointing protruding
gradient at the south end of this
linear, which is similar to the
northeast pointing gradient in the Red
Hills. This is indicative of the
existence of a siliceous zone.

Target Area 3.



A major northwest oriented CSAMT
gradient trending similar to numerous
historic ore zones in the main district
(note the repeated spacing of the
prominent NW historic ore zones).

Intersection of this northwest oriented
gradient with the southern projection of
the NE Corridor, that correlates with
the existence of biogeochemical
anomalies.

Target Area 4.



A north-northeast oriented CSAMT
gradient adjacent to the NE Corridor
with coincident Refractive Seismic
responses and biogeochemical anomalies.

A sharp embayment and protruding CSAMT
gradient with coincident RS responses
and biogeochemical anomaly.

Target Area 5.



Several Refractive Seismic responses
along a north-northwest oriented
alignment, suggesting the existence of
one (or more) siliceous zones, likely
below the 1,700 meter search horizon.

The intersection of RS responses with
CSAMT gradient.

Target Area 6.



A major northwest oriented CSAMT
gradient trending similar to numerous
historic ore zones in the main district
coincident with biogeochemical
anomalies.


                                       35



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)




Developments



On November 20, 2018 we were issued Water Pollution Control Permit NEV2017109
from the Nevada Department of Environmental Protection (NDEP) regarding
production at the property. This Permit authorizes the construction, operation,
and closure of approved mining facilities in Esmeralda County, Nevada. The
Permit is effective for 5 years until November 20, 2023 and authorizes the
processing of 10,000 tons of ore per year from Lode-Star's underground
operations. 100% of the permitting cost has been borne by our largest
shareholder, Lode-Star Gold INC.

Unique to our production permit, the Nevada Department of Environmental Protection has endorsed our intensions to temporarily store waste rock underground. Once stockpiled, waste rock is brought to the surface to backfill and remediate our historic abandoned mine shafts. This will save us the significant time and expense of having to permit and build a surface waste containment facility.

We have received our blasting permit from the ATF.

Company is actively engaged in underground mine development and surface definition core drilling.

The Covid-19 pandemic has had minimal effect on the execution of our milestones.





Metallurgy Reports



To date we have had three metallurgy reports prepared. In order they are: Kappes
Cassady & Associates located in Reno, NV dated July 10,2006, Newmont Mining
located in Carlin, NV dated May 27, 2010, and McClelland Laboratories, Inc.
located in Reno, NV dated January 26, 2016. Indications are that the Company can
expect at a minimum, an 85% AU recovery from floatation milling. Better recovery
is achieved by Agitated Leach processing, which show results closer to +90%. The
best recovery results, +95%, due to the high sulphide content of the ore, is
achieved through roasting. An additional lab report has been generated by Kappes
Cassady & Associates to determine ore compatibility for processing at Scorpio
Gold's milling circuit.



Milling



On February 17, 2017, we executed an agreement with Scorpio Gold Corporation
(Scorpio) for a pilot toll milling test. We completed the first test in May 2017
and both companies have determined that further testing needs to be completed to
determine a definitive cost analysis and other operational details. The sample
processed was historic material stockpiled on the property surface and therefore
of limited metallurgical value, but indicative of material that will be run
through the mill. Milling throughput did identify specific equipment
configuration details that need to be considered for future runs. Both parties
agree that additional milling circuitry is needed for the most optimum gold
yield.



On January 22, 2020 we executed a toll milling agreement (the "Agreement") with
Scorpio Gold Corporation's affiliate, Goldwedge LLC. The Agreement allows for
the processing of ore delivered from our Property to the 400 ton per day
Goldwedge milling facility located in Manhattan, Nevada.



Based on previous metallurgical testing, our ore requires gravity combined with
flotation for optimal recoveries of contained precious metals. The Goldwedge
milling circuit is currently configured with a gravity recovery circuit. Under
the terms of the Agreement, we wouldl advance funds required for the design,
engineering, permitting and modifications to the Goldwedge facility to include
the addition of a flotation circuit, supporting reagent tanks/silos, secondary
lining of process containment ponds, leak detection and monitoring wells
associated with fluid containments. The Agreement provides for us to recoup the
advanced funds through a reduction in toll milling rates until all advanced
funds have been repaid. Following repayment, the toll charges would revert

to
standard rates.



Subsequent to a change in ownership of Scorpio, the Company re-assessed the
agreement, concluding that it is unlikely to be completed and that the Company
has no commitment to continue with it. Based on that, the total of $54,318
incurred in connection with the agreement and included in Prepaid fees has been
written off and charged to Impairment expense at December 31, 2020.



Mine Design and Utilization of Equipment





The mine will be designed through the interpretation of detailed drilling data
in cross sections and the use of conventional software. Currently there are two
areas, the Red Hills and the Church, containing high-grade gold mineralization
identified that are to be incorporated into the mine plan. Currently the mine is
equipped with a 1-yard scoop-tram loader. Mining activity will be conducted with
the utilization of this loader, pneumatic equipment and by an existing conveyor
system providing for the transfer of ore to the surface.

                                       36



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)




Production Mining Method



We intend to maximize profitability through a disciplined approach involving the
separation of high-grade gold ore from waste rock during the mining stage, thus
avoiding the additional cost of pre-shipment concentration. In order to maintain
the highest grade of ore production the blast holes will be sampled during
drilling, then assayed to determine ore boundaries prior to blasting. The
current plan is to ship ore directly from the mine to an offsite mill employing
a toll-milling arrangement. A summary of the mining methodology is as follows:



 ? Timbered raises



? Cut & Fill/Resuing Narrow Vein Stoping (described below)

? Mechanized internal decline






Figure M1. - A typical blast pattern to extract the ore from waste using two
detonations.



                           [[Image Removed: (IMAGE)]]

                                       37


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


         OF OPERATIONS (Continued)




Timbered Raise Summary



The design accommodates the ease of installation of the timber using pre-cut
timbers. Caps, and Gerts are jointed on each end so that each fits on another,
with a place for each corner post. The timbers are designed to be carried by a
pneumatic tugger hoist and set by a crew of two men. A man-way is provided with
landings every 4 sets vertically. A utility compartment is provided with
accommodation for air and water lines as well as ventilation tubing. The raise
timbering is designed to accommodate chute lagging on each end of the raise,
with a timber slide along the footwall. Each set is to be blocked to the sides
and ends of the raise using similar size timber and wedges. The timbering in
this design is intended for temporary vertical access for mining operations and
is not intended for permanent long-term ground support. (Fig. M2 below).



Cut & Fill/Resuing Stope Summary





Access is provided by first constructing an internal ramp system, or by timbered
raise. RESUING (Shrink Stoping): A method that reduces dilution when the vein is
narrower than the heading. Historically a drift round was taken in two passes.
First pass was to extract the gold vein, and the second pass was to extract the
waste. CUT & FILL: Access is provided by first taking a sill cut, then taking
down the back in successive slices. After mucking, the stope is backfilled, but
enough space is left to mine the next slice.



 Fig. M2 - A typical timber raise and a spiral ramp. The arrow indicates where
                         the raise will be constructed.



                           [[Image Removed: (IMAGE)]]

                                       38


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


         OF OPERATIONS (Continued)




Plan of Operations



Drilling and Mine Development:

The Company's underground workings are 100% rehabbed and ready to mine.

The capital requirement to achieve our next phase of project development is estimated at US$5,000,000.

- Line items 1, 2, 3 and 5 below, totaling $3,000,000 are required for bulk sampling of the mine's current workings.





- Line item 4 accounts for the Development Drilling required to fully assess the
property's resource.



Application of Funds



Item Major Categories                            Cost
1.   Equipment & Mining Materials                $275,000

2. Secondary Escape & Second Production Shaft $1,000,000 3. Red Hills/Stope & Decline Vein Zones Mining $860,000 4. Drilling the North-East Corridor

$2,000,000
5.   Corporate & General Admin.                  $865,000
     Total                                       $5,000,000




The estimates above are for discussion purposes only. No information contained
herein should be considered an official corporate offering. All costing of the
application of funds is an estimate and may not exactly match the actual future
costs.


The following tables shows the estimated, detailed application of the $5.0 million Total above, by Category, required for step-out property development and gold output from the Red Hills Vein Zone.

1. Equipment & Mining Materials






Description                        Cost     Quantity Total

a. Blasting Materials and Storage $30,000 N/A Stocked b. Pneumatic Jackleg new

$5,000   4        $20,000

c. Pneumatic Slusher/w bucket used $20,000 2 Purchased d. Pneumatic Tugger used

$5,000   1        Purchased
e. Stopers/Buzzies                 $2,000   2        Purchased
f. 1-yard used Scoop               $200,000 1        $200,000
g. Compressor                      $130,000 1        Leased

h. Hoist Rehab and Retrofitting $25,000 1 $25,000 i. Ancillary

$30,000  1        $30,000
Total Equipment Items and Cost                       $275,000


                                       39



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)



2. Secondary Escape and Second, Higher Volume Production Shaft

Location Description Costs Comments 300 ft Level Labor + Equipment $1,000,000 MSHA Mandated



300 ft Level Total             $1,000,000 Budgeted



3. Phase 1. Mining the Red Hills/Stope and Decline Vein Zones






Location  Description           Costs    Comments

RH/St/Dec Labor Related $450,000 5-man crew @ 10 hours per day, estimated 15 months to complete

Ore Grade Control $50,000 Sampling time and logistics


          Timber                $35,000  Timber Prep, crib, man-way & 

service raise timbers


          Equipment Maintenance $30,000  0.5-man hours. $2,000=Tire wear, service & diesel consumption
          Ground Support        $20,000  4' Split Set w/plate& monster mat. Estimated 1000 bolts
          Explosives            $100,000 Ongoing Blasting Materials
          Fuel                  $75,000  15 months @ $5,000/month
          Backfill Material     $40,000  Limestone
          Consumables           $5,000   Small hand tools (Fin hoes, drill

steel, bits, drivers, axes, nails, etc.


          Utilities             $5,000   24" vent bag, 2" water & 2" air pipe
          Contingency           $50,000
RH        Total                 $860,000 Budgeted



4. Mine Development - Drilling the Northeast Corridor






  Description                       Cost

Red Hills / Decline / Church Zone $800,000

Newmont Zone                      $1,000,000
  Analytical Fees                   $200,000
  Total                             $2,000,000

5. General Corporate and Administration Fees

Public Company Administrative Costs Description Cost


                                    Personnel   $365,000
                                    Regulatory  $200,000
                                    General     $300,000
                                    Total       $865,000


                                       40



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)




Funding



All of our ongoing operations, since the inception of our Mineral Option
Agreement on October 4, 2014, have been funded by monies advanced to us by
Lode-Star Gold INC. (LSG) our largest shareholder. We do not currently have
enough funds to carry out our entire plan of operations, so we intend to meet
the balance of our cash requirements for the next 12 months through a
combination of debt financing and equity financing through private placements.
There is no assurance that we will be successful in completing any such
financings.



If we are unsuccessful in obtaining sufficient funds through our capital raising
efforts, we may review other financing options, although we cannot provide any
assurance that any such options will be available to us or on terms reasonably
acceptable to us. Further, if we are unable to secure any additional financing
then we plan to reduce the amount that we spend on our operations, including our
management-related consulting fees and other general expenses, so as not to
exceed the capital resources available to us. Regardless, our current cash
reserves and working capital will not be sufficient for us to sustain our
business for the next 12 months, even if we decide to scale back our operations.



Going Concern



Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our expenses. This is
because we have not generated any revenues to date, and we cannot currently
estimate the timing of any possible future revenues. Our only source for cash
currently is loans or investments by others in our common stock.



Intellectual Property


We do not own any intellectual property and we have not filed for any protection of our trademark.





Personnel



We have no employees. Our president and CEO, our COO and our Corporate Secretary
received no compensation in the years ended December 31, 2020 and 2019 for their
services, other than the value charged to those years for stock options issued
in 2017, as detailed in Item 11 and $100,000 in consulting fees incurred to
another company controlled by our CEO in 2020 (2019: $12,000). We expect to
continue to use outside consultants, advisors, attorneys and accountants as
necessary. See Item 10 for information regarding our officers and directors.



We now have a crew of 4 miners and 1 grade-control geologist working underground. The manpower component allows for mine development to advance in multiple headings.





Government Regulations



We plan to engage in mineral exploration and are accordingly exposed to
environmental risks associated with mineral exploration activity. LSG is
currently in the exploration stage on the Property and, pursuant to the Option
Agreement, once formal work plans are mutually agreed between us and LSG, we
will be the operator.



In general, in Nevada, no government permits are required on mining claims for
exploration activities which do not involve the use of powered equipment. Any
disturbance of existing land and vegetation by powered means will generally
require a permit which will specify that after work is completed land be
re-contoured to the original surface and be seeded with native plant species. On
unpatented claims with federally owned surface, a "Notice of Intent" must be
filed with the BLM for all activities involving the disturbance of five acres
(two hectares) or less of the surface. A Notice of Intent will include details
on the company submitting the notice, maps of the proposed disturbance,
equipment to be utilized, the general schedule of operations, a calculation of
the total disturbance anticipated, and a detailed reclamation plan and budget. A
bond will be required to ensure reclamation and the amount will be determined by
the calculated acreage being disturbed. The notice does not have an approval
process associated with it but the bond calculation does have to be approved
with a letter from the BLM before work can proceed. It is not necessary to file
a Notice of Intent prior to work on land with privately owned surface.



Measurement of land disturbance is cumulative, and once five acres total has
been disturbed on one project, a "Plan of Operations" must be filed and approved
by the BLM before additional work can take place. This too requires a cash bond
along with a reclamation plan.



LSG is not required to file a Notice of Intent for the Property with the BLM;
instead, it is required to file one with the Department of Environmental
Protection of the State of Nevada (NDEP), since the only portion of the Property
that has publicly owned surface rights is that which overlaps the Goldfield town
limits. This form of notice includes the same information as the BLM Notice of
Intent except that a detailed reclamation plan, budget and bond are not
required. The notice also has a very informal approval process associated with
it.

                                       41



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)




LSG is currently operating under a Notice of Intent filed with the NDEP and
dated January 2011. This is an open-ended permit that does not require bonding
for reclamation and allows for a total of five acres of disturbance. We do not
have any additional pending Notices of Intent.



To the best of our knowledge, there are no existing environmental liabilities on the Property. A detailed environmental investigation has not been conducted.





Results of Operations



The following summary of our results of operations should be read in conjunction
with our audited financial statements for the year ended December 31, 2020 which
are included with this Report. See the "Cautionary Note Regarding Forward
Looking Statements" above for a discussion of forward-looking statements and the
significance of such statements in the context of this Report.



We recorded a net loss of $493,640 for the year ended December 31, 2020, have an accumulated deficit of $3,494,901 and have had no operating revenues. The possibility and timing of revenue being generated from our mineral property interest is uncertain.





Revenues and Net Loss



                       Years Ended December 31             Increase/(Decrease)
                         2020             2019           Amount         Percentage
Revenue              $           -     $        -     $           -               -
Operating Expenses         355,732        231,811           123,921             53%
Operating Loss            (355,732 )     (231,811 )        (123,921 )           53%
Other Expenses            (137,908 )      (65,076 )         (72,832 )          112%
Net Loss             $    (493,640 )   $ (296,887 )   $    (196,753 )           66%




Expenses



Our expenses for the years ended December 31, 2020 and 2019 are shown below:



                                      Years Ended December 31              Increase/(Decrease)
                                        2020             2019            Amount          Percentage
Consulting services                 $    160,892       $  46,274      $    114,618              248%
Corporate support services                 1,869           1,835                34                2%
Exploration and evaluation                18,043               -            18,043                 -
Impairment expense                        54,318               -            54,318                 -

Interest, bank and finance charges        83,590          65,076            18,514               28%
Mineral option fees                      100,000         100,000                 -                 -
Office, foreign exchange and sundry       10,425          15,567           

(5,142 )            (33% )
Professional fees                         40,574          45,342            (4,768 )            (11% )
Transfer and filing fees                  23,929          22,793             1,136                5%

Total Operating and Other Expenses $ 493,640 $ 296,887 $ 196,753

               66%




Consulting services



In 2020, we incurred $100,000 in consulting fees payable to a company controlled
by our CEO, compared to $12,000 in 2019, an increase of $88,000. We granted
stock options to key outside consultants in 2018. The related Consulting
services expense for the year ended December 31, 2020 based on a Black-Scholes
calculation, was $3,535, compared to $10,562 in 2019, a decrease of
approximately $7,000. 2020 Consulting services included approximately $34,000
paid to an advisory firm for assistance in exploring fund raising opportunities,
with no equivalent expense in 2019. The net of those changes accounted for the
total year over year increase.



Exploration and evaluation


Exploration and evaluation expense in 2020 was for assay costs. No such costs were incurred in 2019.



                                       42



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)




Impairment expense



Management concluded that the mill modification agreement with Goldwedge LLC is
unlikely to be completed and that we have no commitment to continue with it.
Based on that, the total of $54,318 incurred in connection with the agreement
and included in Prepaid fees was written off and charged to Impairment expense
at December 31, 2020. There was no equivalent expense in 2019.



Interest, bank and finance charges





The increase in interest expense in 2020 was mainly due to a net increase of
approximately $241,000 in interest-bearing loans and approximately $131,000 in
interest-bearing amounts due to LSG for mineral option fees and accrued
interest.



Office, foreign exchange and sundry

The decrease of approximately $5,000 from 2019 was primarily due to reductions in Meal expenses of approximately $3,000, in Contributions of approximately $1,000, and in Licenses and permits of approximately $1,000.





Professional fees


Professional fees were lower in 2020 primarily due to costs in 2019 of approximately $2,000 for an NI-43-101 report and approximately $2,000 for a US tax filing, with no equivalents in 2020.





Assets and Liabilities


Balance Sheet items with notable year over year differences are as follows:





                                              December 31                         Change
                                         2020             2019           Amount         Percentage
Prepaid fees                          $     3,940      $     2,078      $   1,862               90%
Accounts payable and accrued
liabilities                                84,181            8,014         76,167              950%
Due to related parties and accrued
interest                              $ 2,021,878      $ 1,598,114      $ 423,764               27%
Loans payable and accrued interest    $         -      $     5,819      $  (5,819 )           (100% )
Additional Paid-In Capital              1,632,181        1,628,646          3,535                 -



Prepaid fees increased primarily due to prepayment in 2020 of approximately $3,000 for ongoing assay costs, offset by approximately $1,000 in legal fees drawn from prepaid amounts.

Accounts payable and accrued liabilities increased in 2020 primarily due to the accrual of $83,500 in consulting fees for strategic and mine development, partially offset by the payment of approximately $8,000 in payables from December 31, 2019.


Due to related parties and accrued interest increased due to the following:

° the accrual of mineral option fees and related interest due to LSG totaling


   approximately $131,000;



° net cash loan advances from related parties of $135,000;

° accrued loan interest due to related parties of approximately $51,000; and

° expenses paid by related parties on our behalf of approximately $106,000

Loans payable and accrued interest decreased due to the repayment of $5,819 of accrued loan interest, which was the final balance due.

Additional Paid-In Capital increased as a result of the current year expense of
a portion of the value assigned to 500,000 stock options issued November 20,
2018, calculated using the Black-Scholes option pricing model. The expense was
charged to Consulting services.

                                       43



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


         OF OPERATIONS (Continued)



Liquidity and Capital Resources

Our financial condition at December 31, 2020 and 2019 and the changes between those dates are summarized below:





Working Capital



                                               December 31                      Increase/(Decrease)
                                          2020              2019              Amount           Percentage

Current Assets                        $     16,584      $     12,577      $        4,007               32%
Current Liabilities                      2,106,059         1,611,947             494,112               31%
Working Capital (Deficiency)          $ (2,089,475 )    $ (1,599,370 )    $

    (490,105 )             31%



Our working capital decreased, as expected, from December 31, 2019 to December 31, 2020, primarily due to:

o ongoing funding in 2020 from LSG and its controlling shareholder, together with

related interest (increase of approximately $292,000), together with the

accrual of mineral option fees and related interest due to LSG (increase of

approximately $131,000); and

o the accrual of $83,500 in mine consulting expense, partially offset by the net

change of approximately $2,000 in prepaid expenses; the payment of

approximately $8,000 in payables from December 31, 2019, and the repayment of


   approximately $6,000 of accrued loan interest.




Cash Flows



                                      Year Ended December 31          Increase/(Decrease)
                                        2020            2019         Amount       Percentage
Cash Flows Provided By (Used In):
Operating Activities                $   (127,036 )   $ (100,009 )   $ (27,027 )          27%
Financing Activities                     129,181        104,000        25,181            24%

Net increase (decrease) in cash $ 2,145 $ 3,991 $ (1,846 ) (46%)






As of the date of this report, we have yet to generate any revenues from our
business operations. Our principal sources of working capital have been related
party loans and funds received as subscriptions for our common stock. For the
foreseeable future, we will continue to rely on those sources for funding. We
have no assurance that we can successfully engage in any private sales of our
securities or that we can obtain any additional loans.



Off-Balance Sheet Arrangements





We have no off-balance sheet arrangements that have, or are reasonably likely to
have, a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors.



Commitments


We do not have any commitments as of December 31, 2020 which are required to be disclosed in tabular form.





Critical Accounting Policies



Our critical accounting policies are mainly those subject to significant
judgments and uncertainties which could potentially result in materially
different results under different conditions and assumptions. We believe the
following critical accounting policies reflect our most significant estimates,
judgments and assumptions used in the preparation of our financial statements:



Use of Estimates and Assumptions





The preparation of financial statements, in conformity with US GAAP, requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying disclosures. By their nature, these
estimates are subject to measurement uncertainty and the effect on the financial
statements of changes in such estimates in future periods could be significant.
Management bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying value of
assets and liabilities that are not readily apparent from other sources.
Significant areas requiring management's estimates and assumptions are
determining the fair value of transactions involving related parties and common
stock. Actual results may differ from the estimates.

                                       44



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


         OF OPERATIONS (Continued)




Foreign Currency Accounting



Our functional currency is the U.S. dollar. Branch office activities are generally in Canadian dollars. Transactions in Canadian currency are translated into U.S. dollars as follows:

? monetary items at the exchange rate prevailing at the balance sheet date;

? non-monetary items at the historical exchange rate; and

? revenue and expense items at the rate in effect of the date of transactions.

Gains and losses arising on the settlement of foreign currency denominated transactions or balances are recorded in the statements of operations.





Income Taxes



We use the asset and liability method of accounting for income taxes in
accordance with ASC Topic 740, Income Taxes. This standard requires the use of
an asset and liability approach for financial accounting and reporting on income
taxes. If it is more likely than not that some portion or all of a deferred tax
asset will not be realized, a valuation allowance is recognized.



In addition, and as a result of completing the Acquisition, we anticipate that
the following critical accounting policies of LSG will also become our critical
accounting policies:



Mineral Property



Mineral property interests are capitalized and recorded at cost. The property
interests are periodically assessed for impairment of value when facts and
circumstances suggest that the carrying amount of the property interest may
exceed its recoverable amount. Costs of exploration, evaluation and retaining
mineral property interests are expensed as incurred. Once we have identified
proven and probable reserves in our investigation of our property interests and
upon development of a plan for operating a mine, we would enter the development
stage and capitalize future costs until production is established. When a
property reaches the production stage, the related capital costs will be
amortized, using the units-of-production method over proven and probable
reserves.



Reclamation Liabilities and Asset Retirement Obligations


Minimum standards for site reclamation and closure have been established by
various government agencies that affect our operations. We calculate estimates
of reclamation liabilities based on current laws and regulations. US GAAP
requires that the fair value of a liability for an asset retirement obligation
be recognized in the period in which it is incurred. It further requires the
recording of a liability for the present value of estimated environmental
remediation costs and the related asset when a recoverable asset (long-lived
asset) can be realized. To date, no asset retirement obligation exists due to
the early stage of exploration. Accordingly, no liability has been recorded.



Recent Accounting Pronouncements





From time to time, new accounting pronouncements are issued by the Financial
Accounting Standards Board, ("FASB") or other standard setting bodies that are
adopted by us as of the specified effective date. Unless otherwise discussed, we
believe that the impact of recently issued standards that are not yet effective
will not have a material impact on our financial statements upon adoption.

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