The following Management's Discussion and Analysis of Financial Condition and Results of Operation ("MD&A") is intended to help the reader understand our financial condition. MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying integral notes ("Notes") thereto. The following statements may be forward-looking in nature and actual results may differ materially.

Plan of Operation:

FORWARD LOOKING STATEMENTS: The following discussion may contain forward-looking statements that involve a number of risks and uncertainties. Factors that could cause actual results to differ materially include the following: inability to locate property with mineralization, lack of financing for exploration efforts, competition to acquire mining properties; risks inherent in the mining industry, and risk factors that are listed in the Company's reports and registration statements filed with the Securities and Exchange Commission.

The Company re-started the advancement of the South Mountain Project in 2019 with BeMetals Corp. - Vancouver B.C. (TSX-V: BMET) - under an option agreement to complete the pre-development work and produce a preliminary economic analysis (PEA). The Company's plan of operation for the next twelve months is to continue supporting BeMetals Corp. during their option period and help ensure that the South Mountain PEA is completed on schedule and within budget.



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Results of Operations:

In 2021, the Company recorded a net loss of $571,796, or $0.01 per share compared to a net income of $1,216,682, or $0.02 per share for the same period of 2020. The net loss is primarily due to the unrealized loss on its investment in BeMetals Corp. common stock of $941,079.. During the year ended December 31, 2020, the Company had an unrealized gain of $1,282,804 on its investment in BeMetals Corp. common stock. On May 4, 2021, the Company sold 2,000,000 shares of BeMetals Corp. common stock for US $649,557 ($CAD 800,000) (see Footnote 4).

Fourth Quarter comparisons Total revenue for the quarter ending December 31, 2021 and 2020 was $75,000 in management services income. Total operating expenses for the three months ending December 31, 2021 of $102,320 decreased from the same respective time period in 2020 by $6,530 or 6%. Legal and accounting costs increased in three-month period ended December 31, 2021 compared to 2020 by $6,371 for a total of $16,615. The increase in legal and accounting costs is principally due cost associated with the BeMetals Lease Option Agreement. Management and administrative expense decreased by $7,590 or 7% to $87,884 compared to $95,478 for the same period last year. Exploration, Depreciation expense remained consistent with the prior year.

Year end comparisons December 31,2021-2020 Total revenues for the year ended December 31, 2021 increased $250,000, or 45%, to $800,000 compared with $550,000 in the same period last year, While management service income remained consistent at $300,000 for both years, the gain on mineral interest increased to $500,000 as a result of payments receive pursuant to the terms of the Be Metals option agreement.

Total operating expenses for the period ending December 31, 2021 of $526,982 decreased from the year ending December 31, 2020 by $119,700 or 19%. Exploration expenses remained consistent with the prior year while legal and accounting expenses increased. Legal and accounting costs increased $28,966 to $85,309, an increase of 51%, compared with $56,343 in prior year. The increase is the result of additional legal expenses associated with the amendment to the BeMetals option agreement that was executed during the year. Management and administrative expense decreased by $129,089, or 23%, to $428,982 from $558,071 in the prior year due to a reduction in stock compensation expense recognized. The Company has not recognized any stock compensation in the year ending December 31, 2021 compared with $159,740 in 2020 related to the grant of stock options to officers and directors. Depreciation expense continued to decrease as the Company's fixed assets are almost all fully depreciated.

Liquidity and Capital Resources:

The consolidated financial statements for the year ended December 31, 2021 have been prepared under the assumption that we will continue as a going concern. Such assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the consolidated financial statements for the year ended December 31, 2021, we have sufficient cash reserves to cover normal operating expenditures for the following 12 months.

The liquidity of the Company was enhanced on February 27, 2019 when the Company entered into the BeMetals Option Agreement with BeMetals Corp., and BMET USA, a wholly owned subsidiary of BeMetals. Under the terms of the BeMetals Option Agreement, BMET USA will be entitled to purchase 100% of the issued and outstanding shares of SMMI from TMRI, both wholly owned subsidiaries of the Company. The term of the agreement is for two years with BeMetals completing a preliminary economic assessment ("PEA") completed by a mutually agreed third-party engineering firm. Over its term, this agreement requires cash payments to the Company of $1,350,000; $1,100,000 in cash and $250,000 in exchange for shares of the Company's common stock. Through December 31, 2021, cash proceeds of $1,100,000 and $250,000 in exchange for shares of the Company's common stock have been received. BeMetals also agreed to pay the Company $25,000 per month for management services. In the event that BeMetals decides not to proceed with the South Mountain Project, BeMetals will not be obligated to make any additional payments. For the years ended December 31, 2021 and 2020 BeMetals spent respectively $1,472,076 and $1,732,027on exploration of the South Mountain Mines property.



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On July 19,2021, management and certain Directors exercised options for 710,000 common shares at a price of $0.10 per share for total proceeds of $71,000 of which $35.534 was for cash and a $35,466 reduction in current liabilities related to advances from related parties for funds advanced by management and foregone wages.

On May 4, 2021, the Company sold 2,000,000 shares held in BeMetals Corp. for US $649,557 ($CAD 800,000). The shares of common stock were sold through Canaccord Genuity at a price of US $0.325 ($CAD 0.40). This sale meets the requirements under the terms of the BeMetals Option Agreement, record a realized gain of $92,685, on the sale of BeMetals shares (see Footnote 4).

In April 2020, the Company received a loan of $48,000 pursuant to the Paycheck Protection Program (the "PPP") under Division A, Title I, Section 1102 and 1106 of the CARES Act. The loan, which was in the form of a promissory note, as amended, dated April 21, 2020 issued by the Company (the "Note"); the Note matures on April 13, 2022 and bears interest at a rate of 1% per annum, payable monthly commencing on August 13, 2021. The Note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used for qualifying expenses.

On October 21, 2020, the Company completed its Paycheck Protection Program (PPP) loan forgiveness application with Washington Trust Bank. On November 07, 2020, the Company received a notice that our loan was paid in full by the Small Business Administration, and the PPP loan was forgiven.

The Company has historically incurred losses, however, under the BeMetals Option Agreement, the Company now has a recurring source of revenue, and its ability to continue as a going concern is no longer dependent on equity capital raises and borrowings. However, the Company believes it has the ability to raise capital in order to fund its future exploration and working capital requirements if necessary.

Potential additional sources of cash, include additional external debt, the sale of shares of our stock, or alternative methods such as mergers or sale of 8,000,000 BeMetals common stock shares held by the company. (See South Mountain Project above), No assurances can be given, however, that we will be able to obtain any of these potential sources of cash.

Our plans for the long-term continuation as a going concern include financing our future operations through sales of our common stock and/or debt and the potential exploitation of our mining properties. Our plans may also, at some future point, include the formation of mining joint ventures with senior mining company partners on specific mineral properties whereby the joint venture partner would provide the necessary financing in return for equity in the property. In addition to the BeMetals Corp. Option Agreement, we believe that the Company will be able to meet its financial obligations because of the following:



   º On February 15, 2022, we had $1,089,407 cash in our bank accounts.
   º We do not include in this consideration any option payments mentioned
     below.
   º Management is committed to manage expenses of all types to not exceed the
     on-hand cash resources of the Company at any point in time, now or in the
     future.
   º The Company will also consider other sources of funding, including
     potential mergers, the sale of all or part of the Company`s BeMetals Corp.
     (TSX-V: BMET) common shares beneficially held, and/or additional farm-out
     of its other exploration property.

For the year ended December 31, 2021, the Company reports net cash used by operating activities of $257,816 compared to cash used by operating activities of 271,260 in 2020. During the year ended December 31, 2021, the Company received $1,149,557 in cash from investing activities, $500,000 from the sale of mineral interests for Tranches 5 and 6 of the BeMetals Option Agreement, and $649,557 in proceeds from sale of 2,000,000 shares of BeMetals common stock. During the year ended December 31, 2021, net cash used by financing activities was $9,274, which included $35,534 in proceeds from the exercise of stock options $39,808 in payments on related notes payables, and $5,000 to non-controlling interest. The Company reported a net cash increase of $882,467 for the year ended December 31, 2021, compared to a net cash increase of $21,740 for same period in 2020.

Our future liquidity and capital requirements will depend on many factors, including timing, cost and progress of our exploration efforts, our evaluation of, and decisions with respect to, our strategic alternatives, and costs associated with the regulatory approvals. If it turns out that we do not have enough cash to complete our exploration programs, we will attempt to raise additional funds from a public offering, a private placement, mergers, farm-outs or loans.



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Additional financing may be required in the future to fund our planned operations. We do not know whether additional financing will be available when needed or on acceptable terms, if at all. If we are unable to raise additional financing when necessary, we may have to delay our exploration efforts or any property acquisitions or be forced to cease operations. Collaborative arrangements may require us to relinquish our rights to certain of our mining claims.

Private Placement

On February 27, 2019, the Company entered into an Option Agreement, (the "BeMetals Option Agreement") with BeMetals Corp., a British Columbia corporation ("BeMetals"), and BeMetals USA Corp., a Delaware corporation ("BMET USA"), a wholly owned subsidiary of BeMetals. Under the terms of the BeMetals Option Agreement, in the second quarter 2019, BeMetals purchased 2.5 million shares of the Company's common stock at a price of $0.10 per share, for an aggregate purchase price of $250,000, in a private placement. Use of proceeds are for general corporate working capital. This private placement was approved by the TSX-V.

The offerings are believed exempt from registration pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(6) the Securities Act of 1933, as amended. The securities offered, sold, and issued in connection with the private placement have not been or are not registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements.

Contractual Obligations

During 2008 and 2009, three lease arrangements were made with landowners that own land parcels adjacent to the Company's South Mountain patented and unpatented mining claims. The leases were for a seven-year period, with options to renew, with annual payments (based on $20 per acre) listed in the following table. The leases have no work requirements.



                                                Payments due by period
Contractual obligations                                                         More than
                               Total*    Less than 1 year 2-3 years  4-5 years   5 years
Acree Lease (yearly,              $6,780           $3,390     $3,390          - $        -
June)(1)
Lowry Lease (yearly,             $22,560          $11,280    $11,280          - $        -
October)(1)(2)
OGT LLC(3)                       $20,000           $5,000     $5,000    $10,000 $        -
      Total                      $49,340          $19,670    $19,670    $10,000 $        -


(1) Amounts shown are for the lease periods years 15 through 16, a total of 2
years that remains after 2021, the lease was extended an additional 10 years at
$30/acre after 2014.
(2) The Lowry lease has an early buy-out provision for 50% of the remaining
amounts owed in the event the Company desires to drop the lease prior to the end
of the first seven-year period.
(3) OGT LLC, managed by the Company's wholly owned subsidiary SMMI, receives a
$5,000 per year payment for up to 10 years, or until a $5 million capped NPI
Royalty is paid.

Critical Accounting Policies

We have identified our critical accounting policies, the application of which may materially affect the financial statements, either because of the significance of the financials statement item to which they relate, or because they require management's judgment in making estimates and assumptions in measuring, at a specific point in time, events which will be settled in the future. The critical accounting policies, judgments and estimates which management believes have the most significant effect on the financial statements are set forth below:

a) Estimates. Our management routinely makes judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution of the uncertainties increase, these judgments become even more subjective and complex. Although we believe that our estimates and assumptions are reasonable, actual results may differ significantly from these estimates. Changes in estimates and assumptions based upon actual results may have a material impact on our results of operation and/or financial condition.



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b) Stock-based Compensation. The Company records stock-based compensation in accordance with ASC 718, "Compensation - Stock Compensation" using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

c) Income Taxes. We have current income tax assets recorded in our financial statements that are based on our estimates relating to federal and state income tax benefits. Our judgments regarding federal and state income tax rates, items that may or may not be deductible for income tax purposes and income tax regulations themselves are critical to the Company's financial statement income tax items.

d) Investments. In a joint venture where the Company holds more than 50% of the voting interest and has significant influence, the joint venture is consolidated with the presentation of non-controlling interest. In determining whether significant influences exist, the Company considers its participation in policy-making decisions and its representation on the venture's management committee.

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