Western Atlas Resources : MD&A – Second Quarter 2023

Western Atlas

Resources Inc.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

Western Atlas Resources Inc.
Management's Discussion and Analysis for the six months ended June 30, 2023
Table of Contents
1.	Introduction	3
2.	Highlights to June 30, 2023 and Subsequent Events	5
3.	Outlook for 2023	12
4.	General Description of the Properties	13
5.	Selected Financial Information	13
6.	Financial Review and Results of Operations	15
7.	Risks and Uncertainties	19

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Western Atlas Resources Inc.

Management's Discussion and Analysis for the six months ended June 30, 2023

1. Introduction

The following Management's Discussion and Analysis ("MD&A") of Western Atlas Resources Inc. and its subsidiaries, (the "Company", "Western Atlas Resources", "Western Atlas", "WA", "we", "us" or "our") should be read in conjunction with the unaudited condensed statements for the six months ended June 30, 2023 and the audited condensed consolidated statements for the year ended December 31, 2022, and the related notes contained therein. All financial information in this MD&A has been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, and all dollar amounts are expressed in Canadian dollars unless otherwise indicated.

This MD&A is current as at August 25, 2023.

General Description of the Business and Corporate Structure

Western Atlas and its subsidiaries are primarily involved in the discovery, acquisition, and development of mineral deposits in premier mining jurisdictions. The address of the Company's registered and records office is 1700 - 666 Burrard Street, Vancouver, BC V6C 2X8. The Company is publicly listed on the TSX Venture Exchange ("TSX-V") under the ticker symbol "WA".

Western Atlas has one wholly owned subsidiary, Western Atlas Holding Corp., which was incorporated under the Business Corporations Act (British Columbia). Western Atlas Holding Corp. has two wholly owned subsidiaries, 5530 Nunavut Inc., which was incorporated under the Business Corporations Act of Nunavut and holds Western Atlas Resources' interest in the Meadowbank mineral properties in Nunavut, Canada, and Andes Ecosucursal S.A.S. which was incorporated in Ecuador.

Forward-Looking Statements

This MD&A contains forward-looking statements and information about the Company which reflect management's expectations regarding the Company's future growth, results of operations (including, without limitation, future production and capital expenditures), performance (both operational and financial) and business prospects (including the timing and development of deposits and the success of exploration activities) and opportunities. In addition, the Company may make or approve certain statements or information in future filings with Canadian securities regulatory authorities, in news releases, or in oral or written presentations by representatives of the Company that are not statements of historical fact and may also constitute forward-looking statements or forward-looking information. All statements and information, other than statements or information of historical fact, made by the Company that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements and information, including, but not limited to statements and information preceded by, followed by, or that include words such as "may", "would", "could", "will", "likely", "expect", "anticipate", "believe", "intends", "plan", "forecast", "budget", "schedule", "project", "estimate", "outlook", or the negative of those words or other similar or comparable words.

Forward looking statements and information involve significant risks, assumptions, uncertainties and other factors that may cause actual future performance, achievement or other realities to differ materiality from those expressed or implied in any forward-looking statements or information and, accordingly, should not be read as guarantees of future performance, achievement or realities. Although the forward-looking statements and information contained in this MD&A reflect

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Western Atlas Resources Inc.

Management's Discussion and Analysis for the six months ended June 30, 2023

management's current beliefs based upon information currently available to management and based upon what management believes to be reasonable assumptions, the Company cannot be certain that actual results will be consistent with these forward-looking statements and information. The material factors or assumptions used to develop forward-looking information in this MD&A include prevailing and projected market prices, exploitation and exploration estimates and results, continued availability of capital and financing, and general economic, market or business conditions. A number of risks and factors could cause actual results, performance, or achievements to differ materially from the results expressed or implied in the forward-looking statements and information. Such risks and factors include, but are not limited to, the following: the Company's dependence on two principal exploration stage project; dependence on future financing; no known mineral reserves on the Company's properties; historical dependence on distribution of securities for funding requirements; uncertainty in global market and economic conditions; the Company may not be able to generate revenues; substantial sales of the Company's Common Shares will likely result in the significant decline of the trading price of the Common Shares; the speculative nature of the exploration of natural resource properties; there are uninsurable risks which could reduce or eliminate any future profitability; the Company may not have good title to its mining claims; use of unreliable historical data; competition from other exploration companies; dependence on key personnel; government regulations and environmental concerns; issuances of securities of the Company will result in dilution to holders of the Common Shares; officers and directors of the Company own a significant number of Common Shares and can exercise significant influence; conflicts of interest; marketability of mineralized material is subject to numerous factors; fluctuation in mineral prices; no cash dividends have been declared or paid by the Company; increased costs and compliance risks as a result of being a public company; non-profit government organization intervention; currency risk; enforcement of civil liabilities; risks related to joint ventures; and the Company's principal properties are located in remote areas. For further details, see the section on Risks and Uncertainties in this MD&A.

Although the Company has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements or information, there may be other factors and risks that cause actions, events or results not to be as anticipated, estimated or intended. Further, any forward-looking statements and information contained herein are made as of the date of this MD&A and, other than as required by applicable securities laws, the Company assumes no obligation to update or revise them to reflect new events or circumstances. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on the Company's business or the extent to which any factor, or combination of factors, may cause actual realities to differ materially from those contained in any forward-looking statement or information. Accordingly, readers should not place undue reliance on forward looking statements and information contained in this MD&A and the documents incorporated by reference herein. All forward-looking statements and information disclosed in this MD&A are qualified by this cautionary statement.

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Western Atlas Resources Inc.

Management's Discussion and Analysis for the six months ended June 30, 2023

2. Highlights to June 30, 2023 and Subsequent Events

Corporate Highlights

On March 23, 2018, the Company entered into an Amalgamation Agreement with Pacific Topaz Resources Ltd. ("PPZ") and 1157818 B.C. Ltd. ("Subco"), pursuant to which the Company will amalgamate with PPZ's wholly owned Subco which will continue as one corporation wholly owned by PPZ following the amalgamation. Pursuant to the agreement, the Company's shareholders will be issued an aggregate of 40,001,566 common shares of PPZ at a deemed price of $0.125 per share, representing an exchange ratio of 1.2410 PPZ shares exchanged for 1 share of the Company (the "Exchange Ratio"), at the date of the amalgamation.

After giving effect to the amalgamation, it is expected that former Western Atlas Resources shareholders will hold approximately 65% of the issued and outstanding PPZ Shares. Consequently, the transaction contemplated by the amalgamation agreement constitutes a reverse take-over of PPZ by the Company.

On June 18, 2018, Western Atlas Resources Inc. announced the closing of its previously announced business combination with Pacific Topaz Resources Ltd. and 1157818 B.C. Ltd. Pursuant to the Amalgamation, PPZ consolidated its shares on a 2:1 basis and completed a non-brokered private placement of 10,000,000 subscription receipts at a post-consolidation price of $0.20 per subscription receipt ("Subscription Receipts") for aggregate gross proceeds of $2,000,000 (the "Financing"). 5,892,500 of the Subscription Receipts were exchanged for Resulting Issuer shares issued on a flow- through basis, and 4,107,500 of the Subscription Receipts were exchanged for 4,107,500 non-flow- through units comprised of 4,107,500 post-consolidated shares and 2,053,750 post-consolidated warrants. Upon completion of the Amalgamation, former Western Atlas shareholders were issued an aggregate of 40,001,566 post-consolidated shares at a price of $0.125 per share, representing an exchange ratio of 1.2410.

Upon closing of the Transaction, the board of Western Atlas Resources Inc. was reconstituted to be comprised of Serafino Iacono, Fabio Capponi, Jose Francisco Arata and Michael Galego Dacosta. Fabio Capponi and Susan Rubin were appointed CEO and CFO of the Company, respectively.

On July 24, 2018, Western Atlas Resources announced that the Company's CEO directly and indirectly acquired a cumulative amount of 500,000 common shares of the Company pursuant to a private agreement and that as a result of the acquisition of securities described above, the Company has been advised that Mr. Capponi now holds 13,672,250 common shares, representing 24.37% of the issued and outstanding common shares of the Company.

On December 20, 2018, the Company announced the appointment of David Laing as Corporate Development and Technical Advisor. Former Chief Operating Officer ("COO") of Equinox Gold, David is a mining engineer with an extensive experience in the mining and banking industries including mining construction and operations, engineering studies, mining finance, investor relations, mergers and acquisitions, and corporate development. Prior to Equinox Gold, David was the COO of True Gold Mining and COO and Executive VP of Quintana Resources Capital, a base metals streaming company. He was also one of the original executives of Endeavour Mining, a gold producer in West Africa. David currently serves as Director of several publicly listed companies including Fortuna Silver Mines and Sandspring Resources.

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