MANAGEMENT'S DISCUSSION AND ANALYSIS

GREEN SHIFT COMMODITIES LTD.

YEAR ENDED DECEMBER 31, 2022

Prepared by:

Green Shift Commodities Ltd.

217 Queen Street West, Suite 401

Toronto, Ontario M5V 0R2, Canada

www.greenshiftcommodities.com

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GREEN SHIFT COMMODITIES LTD.

Management's Discussion & Analysis

Year Ended December 31, 2022

Introduction

This Management's Discussion and Analysis ("MD&A") is dated May 1, 2023, unless otherwise indicated, and should be read in conjunction with the audited consolidated financial statements of Green Shift Commodities Ltd. ("GCOM", or the "Company") for the year ended December 31, 2022 and the related notes. This MD&A was written to comply with National Instrument 51-102 - Continuous Disclosure Obligations. Results are reported in Canadian Dollars, unless otherwise noted. The results presented for the year ended December 31, 2022, are not necessarily indicative of the results that may be expected for any future period.

The audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") for the year ended December 31, 2022. Information about GCOM, its minerals resources and technical reports prepared in accordance with National Instrument 43-101 ("NI 43-101") are available at www.greenshiftcommodities.com or on SEDAR at www.sedar.com.

Name and Strategic Change

On October 19, 2022, the Company announced that it had changed its name from U3O8 Corp. to Green Shift Commodities Ltd. The Company made the change to better reflect the progression of the Company and its vision for the future. While the Company continues to trade on the TSX Venture Exchange, its new trading symbol is "GCOM", changed from "UWE".

Along with the name change, the Company has rebranded. Green Shift Commodities Ltd. is focused on the exploration and development of commodities needed to help decarbonize and meet net-zero goals. Since September 30, the Company has refreshed its social media presence, website and marketing materials including the corporate presentation. This includes a new visual identity and a new website - www.greenshiftcommodities.com. While we have done this rebranding, the Company has received tremendous support from existing shareholders for its future vision.

The name change does not affect the rights of the Company's shareholders. There is no consolidation of capital associated with the name change. Shareholders will not be required to take any action in connection with the name change. Issued certificates representing Common Shares will not be affected by the name change and will not need to be exchanged. The Company encourages shareholders to contact their broker with any questions regarding the name change.

The Company continues to be focused on the Berlin Deposit in Colombia while also aiming to diversify its assets into the growing battery metal space. We feel the name and ticker demonstrate this. The Company has been active in looking at other potential acquisitions of assets in the clean energy and battery metal space. The space is competitive due to the positive outlook for lithium demand, but we are seeing what we perceive as attractive opportunities in mining friendly jurisdictions.

The world is changing at a rapid pace. Now more than ever there is increasing demand for clean energy and materials that can help reduce the global carbon footprint. Electric vehicle sales have never been stronger, and many manufacturers have announced dates by which all the models produced will come in some form of fully electronic or hybrid versions. As a result, the demand for battery metals is extremely high and they are predicted to be in short supply for years to come. This changing environment all adds to the vision and direction Green Shift Commodities which aims to help move the world to a greener, cleaner place.

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GREEN SHIFT COMMODITIES LTD.

Management's Discussion & Analysis

Year Ended December 31, 2022

Highlights

The 2022 year was substantially transformative for the Company. The following events occurred:

  • Three new Board members were elected at the last AGM, held in June, 2022.
  • Changed CEO.
  • Raised gross proceeds of $2.5 million in a private placement from the issue of 22.7 million units. Each unit comprises one common share and one warrant, with each warrant exercisable into one common share at $0.15 for three years or less, depending on share price performance.
  • Raised gross proceeds of $2.3 million in a private placement from the issue of 15.4 million units. Each unit comprises one common share and one warrant, with each warrant exercisable into one common share at $0.25 until December 22, 2025.
  • Received 374,441 Consolidated Uranium Inc. ("CUR") shares to satisfy the uranium price related contingency payments of $1.0 million.
  • Settled $0.6 million of previous salaries payable with senior staff for cash of $0.2 million and 2.4 million common shares at a value of $0.4 million.
  • Repaid a $1.2 million loan and associated interest.
  • Moved the Company listing from the NEX exchange to the TSX Venture Exchange. The Company now trades under the symbol GCOM.V.
  • Filed a new NI 43-101 for the Berlin Property.
  • On November 9, 2022, announced the results of membrane test work, which achieved recoveries over 95% for uranium, nickel, and rare earth elements.
  • On March 20, 2023, the Company announced that it had closed the previously announced acquisition (the "Acquisition") of LFP Resources Corp. ("LFP"), a privately owned Canadian exploration company, which holds an aggregate of approximately 300,000 hectares ("Ha") of prospective lithium ground in Rio Negro, Chubut, and Neuquén Provinces in Argentina (the "Rio Negro Project" or "Project") with the option to acquire approximately 200,000 additional Ha. The Company paid cash of US$75,000 and issued 17.5 million GCOM common shares in consideration of the Acquisition.
  • Also on March 20, 2023, Peter Mullins was appointed as Executive Chairman and Richard Spencer resigned as Chairman. Mr. Spencer will remain on the Board.
  • On March 23, 2023, the Company announced that it had signed a definitive agreement (the
    "Agreement") with New Peak Metals Limited ("New Peak") (ASX: NPM), to acquire (the "Acquisition") a 25% interest in Pampa Litio S.A. ("Pampa Litio"). Pampa Litio is a private Argentinean company exploring for hard rock spodumene bearing pegmatites in the Pampean Ranges of Central Argentina. GCOM agreed to pay $150,000 cash and issue 535,714 common shares as consideration for the Acquisition, provided that in certain circumstances, the Company would pay $75,000 cash in lieu of the issuance of common shares.
  • On April 3, 2023, the Company announced that it common shares have commenced trading on the OCTQB under the symbol UWEFF. The Company has requested a change of the ticker symbol to
    GRCMF.
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GREEN SHIFT COMMODITIES LTD.

Management's Discussion & Analysis

Year Ended December 31, 2022

Overview

Introduction

Green Shift is a Toronto-based exploration company focused on exploration and development of resources of uranium and battery commodities. The Company's principal asset is the Berlin Deposit ("Berlin", "Deposit" or "Project") in Colombia. The Company has concluded the sale of the Laguna Salada Project ("Laguna Salada") in Argentina to Consolidated Uranium Inc. ("CUR").

Berlin Deposit

The Company's uranium-phosphate-vanadium-nickel - rare earth element ("REE") Berlin Deposit had a preliminary economic assessment "(PEA")1 undertaken in 2013. The PEA is now considered outdated. A high capital cost estimate ("capex") made it difficult to advance the Project in a declining uranium market and it was written down to $Nil during the year ended December 31, 2016. Estimates in the PEA were that uranium, at a price of US$60 per pound ("/lb"), would contribute approximately one third of revenue while battery commodities (phosphate, nickel, vanadium and zinc) would contribute approximately two thirds of revenue.

An updated technical report, with an effective date of April 22, 2022, was filed on Sedar.2

With the acceleration of electrification, focus on the reduction of greenhouse gas emissions and the uptake of electric vehicles, Berlin's mix of commodities is well aligned with the pivot towards clean energy. The priority in advancing the Project towards production is optimizing its economics by increasing revenue relative to both estimated operating costs ("opex") and capex. This focus on improving the economics of the Project centres on metallurgy and simplifying the process flow sheet, rather than on drilling to expand the resource. There are five principle areas in which the economics of the Project could be improved: 1. beneficiation of the mineralized material that is mined, to concentrate the value-commodities into as small a volume as possible; 2. to improve the efficiency of the thoroughly-tested leach process in which the value commodities would be removed from the crushed, mineralized rock; 3. improving the efficiency of the downstream processing of the liquid that contains the value-commodities (the "PLS" or "pregnant leach solution"); 4. improving the potential revenue flow with the potential to produce ferro-phosphate for lithium ferro-phosphate ("LFP") batteries that are dominating the electric auto industry, and; 5. producing a broader suite of rare earth elements ("REE") from the Deposit; only the higher-grade neodymium and yttrium REEs were included in the revenue estimate in the PEA.

Progress has been made on these fronts during the year. Test work has focused on evaluating the potential for membranes to simplify the processing of the PLS (item 3 listed above), and this work has also demonstrated the potential, due to the efficiency of the membrane systems, to increase the potential revenue from the Project through the recovery of more REEs than were contemplated to be produced at the time that the PEA was undertaken (item 5 listed above). The second step of the membrane test work is nearing completion and will provide data on membrane efficiency to the extent that the impact of these systems on opex and capex will be estimated to a level appropriate for PEA-level evaluation. As a result of the success of the earlier components of the test work, Step 2 has been expanded to include a component in which the feasibility of production of specialized products would be investigated. For example, potential to produce ferro-phosphate, the cathode material of LFP batteries.

Step 3 would be a smaller-scale precursor of a bulk sample test. The precursor test would focus on demonstrating the efficiencies of the various parts of the flow sheet and would include tweaking beneficiation, refining the leach process and tailoring the downstream processing of the PLS through

  1. PEA -See the January 18, 2013 technical report: "Berlin Project, Colombia - Preliminary Economic Assessment, NI 43-101 Report." The PEA is preliminary in nature. The PEAs include Inferred mineral resources that are considered too speculative geologically for economic consideration that would enable them to be classified as mineral reserves. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that the results of the Berlin PEA will be realized.
  2. Technical Report on the Berlin Uranium - Battery Commodity Deposit, Colombia, report dated April 28, 2022 with an effective date of April 22, 2022.
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GREEN SHIFT COMMODITIES LTD.

Management's Discussion & Analysis

Year Ended December 31, 2022

membrane systems and extracting products that should maximize the economics of the Project. On successful completion of Step 3, a bulk sample would be processed to generate data to pre-feasibility study standards.

Laguna Salada Deposit

Due to the sustained bear market in uranium, and the associated difficulty of attracting capital to advance uranium projects at that time, Management determined that the Laguna Salada Project was impaired at December 31, 2019, and wrote the asset value of the project down to $Nil.

On December 14, 2020, the Company announced that it had entered into a two-year option agreement to sell its Laguna Salada Project in Argentina to Consolidated Uranium Inc. ("CUR"), a TSXV-listed company. The Company received an immediate $50,000 cash payment in 2021, after regulatory approval was received for the sale. Subsequently, CUR provided notice to the Company on June 11, 2021 that it had decided to exercise its right to accelerate the option to purchase, which triggered the following considerations from CUR:

  • Payment of $50,000 in cash towards maintaining the Laguna Salada property in good standing.
  • Payment of an option fee of $225,000 in cash.
  • Delivery of CUR shares to the value (based on the 5-dayvolume-weighted average stock price "VWAP") of $125,000. The Company received 56,306 common shares of CUR and $225,000 cash.

On closing of the sale of the Laguna Salada project, a further 675,675 common shares of CUR (valued at $1.5 million at the date of exercise of the option to purchase, based on the 5-day VWAP) were issued to the Company and the four months and one day escrow period of those common shares expired on April 22, 2022.

The Company had further uranium price - related upside derived from the sale of Laguna Salada as follows:

  • In the event that the spot price of uranium exceeded US$50/lb for a continuous 30-day period, the Company would receive additional CUR shares to a value of $505,000.
  • The Company would receive C$758,000 on the uranium price exceeding US$75/lb for a continuous 30-day period (or C$250,000, at the Company's election, when the uranium price exceeded US$50 per pound).
  • The Company would receive C$1,010,000 on the uranium price exceeding US100/lb per pound for a continuous 30-day period (or C$250,000, at the Company's election, when the uranium price exceeded US$50/lb).

During the period ended June 30, 2022, the Company received 374,441 CUR shares to satisfy the uranium price related contingency payments of $1,005,000 in total.

On February 22, 2022, CUR closed a spinout of Labrador Uranium Inc. ("LUR"). Shareholders at the record date of February 22, 2022, received 0.222 LUR shares for every one share of CUR held. This resulted in the issuance of 157,213 LUR shares to the Company.

Frac Sand

The Company has a 38.9% interest in an early-stage investee company, South American Silica Corp. ("SAS"), a private company dedicated to the identification of frac sand deposits in southern South America

  • the principal target market for which would be the Vaca Muerta shale oil and gas reservoir in Argentina.
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Disclaimer

Green Shift Commodities Ltd. published this content on 02 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 May 2023 18:12:05 UTC.