Forward Looking Statements

The statements contained in the following MD&A and elsewhere throughout this Quarterly Report on Form 10-Q, including any documents incorporated by reference, that are not historical facts, including statements about our beliefs and expectations, are "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements preceded by, followed by or that include the words "may," "could," "would," "should," "believe," "expect," "anticipate," "plan," "estimate," "target," "project," "intend" and similar words or expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking statements.

These forward-looking statements, which reflect our management's beliefs, objectives, and expectations as of the date hereof, are based on the best judgement of our management. All forward-looking statements speak only as of the date on which they are made. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following: economic, social and political conditions, global economic downturns resulting from extraordinary events such as the COVID-19 pandemic and other securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; risk of liability for errors in clearing functions; systemic risk; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; the inability to achieve synergies or to implement integration plans and other consequences associated with risks and uncertainties detailed in our filings with the SEC, including our most recent filings on Forms 10-K and 10-Q.

We caution that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise, except to the extent required by the federal securities laws.

This discussion should be read in conjunction with our financial statements on our 2020 Form 10-K, and our financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.

Introduction to Interim Consolidated Financial Statements.

The interim consolidated financial statements included herein have been prepared by Inception Mining Inc. ("Inception Mining" or the "Company") without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "Commission"). Certain information and footnote disclosure normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These interim consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in this filing.

In the opinion of management, all adjustments have been made consisting of normal recurring adjustments and consolidating entries, necessary to present fairly the consolidated financial position of the Company and subsidiaries as of September 30, 2021, the results of its consolidated statements of operations and comprehensive loss for the three and nine month periods ended September 30, 2021 and 2020, and its consolidated cash flows for the nine-month periods ended September 30, 2021 and 2020. The results of consolidated operations for the interim periods are not necessarily indicative of the results for the full year.

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.





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Overview and Plan of Operation

We are a mining company that was formed in Nevada on July 2, 2007. As a mining company, we are engaged in the production of precious metals. Our activities are not limited to production and they also include production, acquisition, exploration, and development of mineral properties, primarily for gold, from owned mining properties.

Clavo Rico Mine

On October 2, 2015, the Company consummated a merger with Clavo Rico Ltd. ("Clavo Rico"). Clavo Rico is a privately held Turks and Caicos company with principal operations in Honduras, Central America. Clavo Rico operates the Clavo Rico mining concession through its subsidiaries Compañía Minera Cerros del Sur, S.A de C.V. and Compañía Minera Clavo Rico, S.A. de C.V. and holds other mining concessions. Its workings include several historical underground mining operations dating back to the early Mayan and Spanish occupation.

The Company's primary mine is located on the 200-hectare Clavo Rico Concession, located in southern Honduras. This mine was originally explored and exploited in the 16th century by the Spanish, and more recently has been operated by Compañía Minera Cerros del Sur, S. de R.L. as a small family business. In 2003, Clavo Rico's predecessor purchased a 20% interest and later increased its ownership to 99.9%. This company has since invested over five million dollars in the expansion and development of the mine and surrounding properties. Today, the Company operates this mine through exploration of surface-level material.

Mining operations begin by crushing extracted material to approximately 3/8-inch size pebbles, which is then mixed with additional material and loaded on the recovery pad for processing. The pebble material is sprinkled with a solution that leaches the gold from the rock, and the solution is collected and processed on-site at Clavo Rico's own ADR plant. The doré bars that result from this process are shipped to the USA for refining.

Prior to the expansion, the mine had only been processing approximately less than 500 tons of extracted material per day. The current recovery operational increase has been sized to handle from 500 to 750 tons of extracted material per day on a recovery bed that has the capacity to receive up to 750,000 tons of material. The Company commenced full operations on January 1, 2012 and believes that sufficiently high gold content ore bodies have been located and blocked out to load the leach pad to capacity by the end of September 30, 2022.

The Company has engaged in preliminary drilling of this area and the resulting assays of samples indicate that the material should have grades in the range of 0-5 grams of gold per ton.





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Results of Operations


Nine months ended September 30, 2021 compared to the nine months ended September 30, 2020

We had a net loss of $817,294 for the nine-month period ended September 30, 2020, and a net loss of $2,983,072 for the nine-month period ended September 30, 2020. This change in our results over the two periods is primarily the result of an increase in revenue, the change in the derivative liabilities, the sale of the mine property in Idaho, the increase in the loss on extinguishment of debt and the increase in interest expense. The following table summarizes key items of comparison and their related increase (decrease) for the nine-month periods ended September 30, 2021 and 2020:





                                          Nine Months Ended September 30,          Increase/
                                             2021                  2020           (Decrease)
Revenues                               $      4,006,115       $    3,319,783     $     686,332
Cost of Sales                                 2,582,987            2,422,670           160,317
Gross Profit                                  1,423,128              897,113           526,015
General and Administrative                      897,283              987,781           (90,498 )
Depreciation and Amortization
Expenses                                          6,632                6,238               394
Total Operating Expenses                        903,915              994,019           (90,104 )
Income (Loss) from Operations                   519,213              (96,906 )         616,119
Other Income (expense)                            9,806               19,603            (9,797 )
Gain on Sale of Mine Property                         -              471,084          (471,084 )
Change in Derivative Liabilities              2,894,387               74,284         2,820,103
Change in Marketable Securities                 328,970              541,267          (212,297 )
Loss on Extinguishment of Debt               (1,604,727 )           (383,946 )      (1,220,781 )
Interest Expense                             (2,806,622 )         (3,608,458 )         801,836
Income (Loss) from Operations Before
Taxes                                          (658,973 )         (2,983,072 )       2,324,099
Provisions for Income Taxes                    (158,321 )                  -          (158,321 )
Net Income (Loss)                      $       (817,294 )     $   (2,983,072 )   $   2,165,778

Revenues increased because of the Covid-19 mandated shut-down slowed the production in the second quarter of 2020 with no new material being placed on the leach pads for several weeks during the shutdown period, which slowed production in the third quarter of 2020 also.

Cost of sales decreased slightly in relation to the increase in revenue for the nine-month period ended September 30, 2021. Cost of sales were a higher percentage of revenues in the nine-month period ended September 30, 2020 because of the lower amounts of ore placed on the leach pad during the Covid-19 shutdown period. Many of the fixed costs of the Company remained the same. Even though most of the plant was closed during a portion of the nine-month period, the Company was still required to pay salaries and wages while the employees were not working, and no revenues were being produced. Cost of sales decreased as a percentage of revenue from 72.98% in the nine-month period ended September 30, 2020 to 64.48% in the nine-month period ended September 30, 2021 because of the increased revenues for the nine-month period ended September 30, 2021 compared to the revenues of the nine-month period ended September 30, 2020.

General and administrative expenses decreased for the nine-month period ended September 30, 2021 because of lower consulting, legal and investor relations expenses, compared to the nine-month period ended September 30, 2020.

Changes in derivative liabilities was due to the lower valuation of the derivative liabilities in the current year.

Interest expense decreased in 2021 because of the interest expense related to note debt discounts recorded in excess of the note proceeds and the decrease of amortization of existing debt discounts.





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Three months ended September 30, 2021 compared to the three months ended September 30, 2020

We had net loss of $35,054 for the three-month period ended September 30, 2021, and a net income of $1,900,569 for the three-month period ended September 30, 2020. This change in our results over the two periods is primarily the result of the change in derivative liabilities during the current period. The following table summarizes key items of comparison and their related increase (decrease) for the three-month periods ended September 30, 2021 and 2020:





                                           Three Months Ended September 30,           Increase/
                                             2021                   2020             (Decrease)
Revenues                               $      1,464,211       $       1,387,470     $      76,741
Cost of Sales                                   905,862                 866,595            39,267
Gross Profit                                    558,349                 520,875            37,474
General and Administrative                      255,919                 343,898           (87,979 )
Depreciation and Amortization
Expenses                                          2,033                   1,811               222
Total Operating Expenses                        257,952                 345,709           (87,757 )
Income (Loss) from Operations                   300,397                 175,166           125,231
Other Income (expense)                            2,910                   1,112             1,798
Change in Derivative Liabilities                405,771               2,772,532        (2,366,761 )
Change in Marketable Securities                       -                 162,325          (162,325 )
Loss on Extinguishment of Debt                 (113,253 )               (29,384 )         (83,869 )
Interest Expense                               (630,493 )            (1,181,182 )         550,689
Income (Loss) from Operations Before
Taxes                                           (34,668 )             1,900,569        (1,935,237 )
Provisions for Income Taxes                        (386 )                     -              (386 )
Net Income (Loss)                      $        (35,054 )     $       1,900,569     $  (1,935,623 )

Revenues increased because of the Covid-19 mandated shut-down slowed the production in the second quarter of 2020 with no new material being placed on the leach pads for several weeks during the shutdown period, which slowed production in the third quarter of 2020 also.

Cost of sales were different in the three-month period ended September 30, 2020 because of the lower amounts of ore placed on the leach pad during the Covid-19 shutdown period, which carried into the third quarter production. Many of the fixed costs of the Company remained the same. Even though most of the plant was closed during a portion of the second quarter, the Company was still required to pay salaries and wages while the employees were not working, and no revenues were being produced. Cost of sales decreased as a percentage of revenue from 62.46% in the three-month period ended September 30, 2020 to 61.87% in the three-month period ended September 30, 2021 because of the increased revenue for the three-month period ended September 30, 2021 compared to the revenues of the three-month period ended September 30, 2020.

General and administrative expenses have decreased for the three-month period ended September 30, 2021 because of lower consulting, legal and investor relations expenses, compared to the three-month period ended September 30, 2020.

Changes in derivative liabilities was because of the lower valuation of the derivative liabilities in the current year.

Interest expense decreased in 2021 because of the interest expense related to note debt discounts recorded in excess of the note proceeds and the decrease of amortization of existing debt discounts.

Liquidity and Capital Resources

Our balance sheet as of September 30, 2021 reflects assets of $1,263,039. We had cash in the amount of $139,299 and working capital deficit in the amount of $28,325,935 as of September 30, 2021. Thus, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.





Working Capital



                           September 30, 2021       December 31, 2020
Current assets            $            638,356     $           923,424
Current liabilities                 28,964,291              28,987,520
Working capital deficit   $        (28,325,935 )   $       (28,064,096 )




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We anticipate generating losses and, therefore, may be unable to continue operations in the future, if we don't acquire additional capital and issue debt or equity or enter into a strategic arrangement with a third party.





Going Concern Consideration


As reflected in the accompanying unaudited condensed consolidated financial statements, the Company and has an accumulated deficit of $35,486,401. In addition, there is a working capital deficit of $28,325,935 as of September 30, 2021. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.





                                                          Nine Months Ended September 30,
                                                            2021                   2020

Net Cash Provided by (Used in) Operating Activities $ 240,760 $ (68,032 ) Net Cash Provided by (Used in) Investing Activities

            400,376                620,827
Net Cash Provided by (Used in) Financing Activities           (536,391 )             (450,789 )
Effects of Exchange Rate Changes on Cash                           196                     69
Net Increase (Decrease) in Cash                       $        104,941       $        102,075




Operating Activities


Net cash flow provided by operating activities during the nine months ended September 30, 2021 was $240,760, an increase of $308,792 from the $68,032 net cash used during the nine months ended September 30, 2020. This increase in the cash provided by operating activities was primarily due to the decrease in net loss for 2021 that provided more cash from operations for the period.





Investing Activities


Investing activities during the nine months ended September 30, 2021 provided $400,376, a decrease of $220,451 from the $620,827 provided by investing activities during the nine months ended September 30, 2020. During the nine months ended September 30, 2021, the Company purchased $46,760 in fixed assets but received proceeds of $447,136 from the sale of the marketable securities.





Financing Activities


Financing activities during the nine months ended September 30, 2021 used cash of $536,391, an increase of $85,602 from the $450,789 used in financing activities during the nine months ended September, 2020. During the nine months ended September 30, 2021, the Company received $869,900 in proceeds from notes payable - related parties and $31,667 in proceeds from a note payable. The Company made $1,020,500 in payments on notes payable - related parties, $188,816 in payments on convertible notes payable, $11,128 in payments on notes payable and payments of $217,514 on secured borrowings.





Critical Accounting Policies


Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.





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Costs of acquiring mining properties and any exploration and development costs are expensed as incurred unless proven and probable reserves exist, and the property is a commercially mineable property. Mine development costs incurred either to develop new gold and silver deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.

The Company capitalizes costs for mining properties by individual property and defers such costs for later amortization only if the prospects for economic productions are reasonably certain. Capitalized costs are expensed in the period when the determination has been made that economic production does not appear reasonably certain.

Recent Accounting Pronouncements

For recent accounting pronouncements, please refer to the notes to financial statements in Part I, Item 1 of this Quarterly Report.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

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