ARRKF 6-K 2022 - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of	June 2022
Commission File Number	000-56306

ArrasMinerals Corp.

(Translation of registrant’s name into English)

777 Dunsmuir Street,Suite 1610Vancouver, British Columbia V7Y 1K4Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þ Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ARRAS MINERALS CORP.
Date: June 29, 2022	By:	/s/ Christopher Richards
	Name:	Christopher Richards
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Condensed Interim Consolidated Financial Statements for the Three and Six Months Ended April 30, 2022
99.2	Management’s Discussion and Analysis for the Three and Six Months Ended April 30, 2022
99.3	Form 52-109F2 Certification of Interim Filings - CEO
99.4	Form 52-109F2 Certification of Interim Filings - CFO

Exhibit 99.1

Condensed Interim Consolidated FinancialStatements (Unaudited)

Forthe three and six months ended April 30, 2022

andthe period from February 5, 2021 (inception) to April 30, 2021

(Expressed in United States dollars)

Index	Page
Condensed Interim Consolidated Statements of Financial Position	1
Condensed Interim Consolidated Statements of Comprehensive Loss	2
Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity	3
Condensed Interim Consolidated Statements of Cash Flows	4
Notes to the Condensed Interim Consolidated Financial Statements	5 –20

ARRAS MINERALS CORP.

Condensed Interim Consolidated Statements of FinancialPosition

(Expressed in United States Dollars)

(Unaudited)

	Notes	April 30, 2022	October 31, 2021(Audited)

Assets
Current
Cash and cash equivalents	15	2,113,974	3,806,291
Other receivables		61,706	15,929
Prepaid expenses	7	108,218	32,030
Due from related party	13	7,547	2,808
Loans to Ekidos Minerals LLP	5,8	—	3,178,500
		2,291,445	7,035,558
Non-Current
Office and equipment	4,9	159,452	105,166
Mineral properties	4,5,6,10	5,035,259	651,603
Right-of Use Assets	11	306,208	—
Other non-current assets		33,482	—
Prepaid expenses	7	550,000	—
Total Assets		8,375,846	7,792,327
**<br><br>Liabilities**
Current
Accounts payable and accrued liabilities	13	511,150	541,624
Lease liability	11	67,216	—
		578,366	541,624
Non-Current
Lease Liability	11	239,095	—
Total Liabilities		817,461	541,624
Shareholders’ Equity
Share capital	12	11,246,808	8,439,234
Reserves	12	1,231,609	923,051
Deficit		(4,920,032	(2,111,582
Total Shareholders’ Equity		7,558,385	7,250,703
Total Liabilities and Shareholders’ Equity		8,375,846	7,792,327

All values are in US Dollars.

Nature of operations and going concern (Note 1)

Subsequent events (Note 18)

On behalf of the Board:

/s/ Brian Edgar	/s/ Daniel Kunz
Director	Director

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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ARRAS MINERALS CORP.

Condensed Interim Consolidated Statements of ComprehensiveLoss

(Expressed in United States Dollars)

(Unaudited)


**<br><br>Expenses**
Exploration	13	1,448,568	1,693,883	81,804
Personnel	13	248,408	524,478	201,576
Professional services		95,300	192,681	156,098
Directors’ fees	13	80,077	166,793	140,553
Office and administrative		36,401	73,235	12,281
Marketing and shareholders’ communication		48,603	58,760	—
Depreciation	9	13,718	13,718	4,827
Loss from operations		(1,971,075	(2,723,548	(597,139
Foreign exchange income (loss)		3,414	(92,847	34,078
Other income		7,913	7,913	—
Interest income		18	32	—
Other income (loss)		11,345	(84,902	34,078
<br><br><br><br>Net and Comprehensive loss for the period		(1,959,730	(2,808,450	(563,061
<br><br><br><br>Basic and Diluted Loss per common share		(0.04	(0.06	(0.03
**<br><br>Weighted average number of common shares outstanding**		51,475,150	50,754,643	19,738,275

All values are in US Dollars.

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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ARRAS MINERALS CORP.

Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity

(Expressed in United States Dollars)

(Unaudited)

			Share Capital
****	Notes		Common Shares		Amount	Equity Reserves	Deficit	****	Shareholders’ Equity	****
****	****		****					****		****
Balance, October 31, 2021				47,803,100				)
Private placements, net of share issue costs		12		3,672,050
Share-based payment		12		—
Net loss for the period				—				)		)
Balance, April 30, 2022				51,475,150				)

All values are in US Dollars.

			Share Capital
****	Notes		Common Shares	Amount	Equity Reserves	Deficit	Shareholders’ Equity
****	****		****	$	$
Shares issued upon inception <br>(February 5, 2021)		1,12	100	1	—	—	1
Shares issued pursuant to asset purchase agreement		5	36,000,000	1,367,668	—	—	1,367,668
Private placement, net of share issue costs		12	5,035,000	1,982,706	—	—	1,982,706
Net loss for the period			—	—	—	(563,061	(563,061
Share-based payment		12	—	—	305,876	—	305,876
Balance, April 30, 2021			41,035,100	3,350,375	305,876	(563,061	3,093,190

All values are in US Dollars.

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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ARRAS MINERALS CORP.

Condensed Interim Consolidated Statement of Cash Flows

(Expressed in United States Dollars)

(Unaudited)

****
Operating Activities
Net loss for the period		(2,808,450	(563,061
Items not affecting cash
Depreciation	9	28,474	4,827
Unrealized foreign exchange loss		132,392	(32,013
Share-based payment		308,558	305,876
		(2,339,026	(284,371
Changes in non-cash working capital, net of acquisition
Other receivables		110,063	—
Prepaid expenses		(62,275	—
Other non-current assets		(33,482	—
Due from related party		(4,739	118,668
Accounts payable and accrued liabilities		70,460	145,015
		80,027	263,683
Cash Used in Operating Activities		(2,258,999	(20,688
Financing Activities
Issuance of common shares, net of share issue costs		2,807,574	2,001,245
Repayment of lease liability	11	(13,211	—
Cash Provided by Financing Activities		2,794,363	2,001,245
Investing Activities
Purchase of Ekidos Minerals LLP common shares	4	(1,000	—
Cash received on acquisition of Ekidos Minerals LLP	4	34,050	—
Purchase of equipment	9	(24,887	—
Loans to Ekidos Minerals LLP	8	(2,136,500	(450,000
Cash Used in Investing Activities		(2,128,337	(450,000
Effect of Foreign Currency Translation on Cash and cash Equivalents		(99,344	32,013
Net Change in Cash and Cash Equivalents		(1,692,317	1,562,570
Cash and Cash Equivalents, Beginning of Period		3,806,291	—
Cash and Cash Equivalents, End of Period		2,113,973	1,562,570

All values are in US Dollars.

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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Arras Minerals Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended April 30, 2022

(Expressed in United States dollars)

(Unaudited)

1.	NATURE OF OPERATIONS AND GOING CONCERN

Arras Minerals Corp. (the “Company”) was incorporated on February 5, 2021 under the Business Corporations Act (British Columbia) as part of an asset purchase agreement to reorganize Silver Bull Resources, Inc. (“Silver Bull”) as described in Note 5. The Company’s head office is located at 1605-777 Dunsmuir Street, Vancouver, British Columbia, Canada, V7Y 1K4.

The Company is engaged in the acquisition, exploration, and development of mineral property interests. On February 3, 2022, the Company purchased 100% of the issued and outstanding shares of Ekidos Minerals LLP (“Ekidos”) and Ekidos became a wholly-owned subsidiary of the Company. Total consideration was $1,000 as described in Note 4. Ekidos is in the business of the exploration and evaluation of mineral properties. See Notes 4 and 5 for further details.

The Company’s assets consist primarily of the option to acquire a 100% interest in the Beskauga property (“Beskauga”) in Kazakhstan, and conducts its operations through Ekidos, who holds exploration licenses for properties located in Kazakhstan.

The Company has not yet determined whether the properties contain mineral reserves where extraction is both technically feasible and commercially viable. The business of mining and the exploration for minerals involves a high degree of risk and there can be no assurance that such activities will result in profitable mining operations.

These unaudited condensed interim consolidated financial statements are prepared on a going concern basis, which contemplate that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has incurred operating losses to date and has no current sources of revenue or cash inflows from operations. The Company relies on share issuances in order to fund its exploration and other business objectives. During the six months ended April 30, 2022, the Company has raised Canadian dollar (“$CDN”) $3.6 million (United States dollars of $2.9 million) and received gross proceeds of $CDN 1.6 million ($1.3 million) in May 2022 through the issuance of common shares. As of April 30, 2022, the Company had cash and cash equivalents of $2.1 million, which based on current forecasts, is sufficient to fund the Company’s required expenditures under the commitments of the option agreement for Beskauga and general corporate activities.

The Company’s ability to continue as a going concern and fulfill its commitments under the Beskauga option agreement is dependent upon successful execution of its business plan, raising additional capital, or evaluating strategic alternatives. The Company expects to continue to raise the necessary funds primarily through the issuance of common shares. There can be no guarantees that future equity financing will be available in which case the Company may need to reduce its exploration activities. There can be no assurance that management’s plan will be successful. If the going concern assumption was not appropriate for these condensed interim consolidated financial statements, then adjustments would be necessary to the carrying values of assets and liabilities, the reported expenses and the balance sheet classifications used. Such adjustments could be material.

On March 11, 2020, the novel coronavirus outbreak (“COVID-19”) was declared a pandemic by the World Health Organization. Other than travel restrictions to the Company’s exploration projects, the Company has not been significantly impacted by COVID-19. The situation is dynamic and the ultimate duration and magnitude of the impact on the economy and the Company’s business are not known at this time. These impacts could include an impact on the Company’s ability to obtain equity financing to fund additional exploration activities as well as the Company’s ability to explore and conduct business.

2.	BASIS OF PRESENTATION

a)	Statement of compliance

These condensed interim consolidated financial statements were prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting. These condensed interim consolidated financial statements do not include all disclosures required for annual audited financial statements. Accordingly, they should be read in conjunction with the notes to the Company’s audited financial statements for the period from February 5, 2021 (date of incorporation) to October 31, 2021 (the “annual financial statements”), which include the information necessary or useful to understanding the Company’s business and financial statement presentation. In particular, the Company’s use of judgements and estimates and significant accounting policies were presented in note 5 of those annual financial statements and have been consistently applied in the preparation of the condensed interim financial statements. The annual financial statements were prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

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Arras Minerals Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended April 30, 2022

(Expressed in United States dollars)

(Unaudited)

These condensed interim consolidated financial statements are presented in United States dollars (“USD”), which is the Company’s functional currency.

The Company’s interim results are not necessarily indicative of its results for a full fiscal year.

b)	Basis of presentation

These condensed interim consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at fair value. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

c)	Approval of the condensed interim consolidated<br>financial statements

These condensed interim consolidated financial statements were authorized for issue by the Board of Directors on June 28, 2022.

3.	SIGNIFICANT ACCOUNTING POLICIES

The accounting policies followed in these condensed interim consolidated financial statements are consistent with those disclosed in Note 5 of the Company’s financial statements for the year ended October 31, 2021.

a)	Foreign currency translation

Statement of consolidated financial position: monetary assets and liabilities are translated into USD using period end exchange rates. Non-monetary assets and liabilities are translated into USD using historical exchange rates.

Statement of consolidated comprehensive loss: income, expenses, and other comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions).

Statement of consolidated changes in shareholders’ equity: all resulting exchange differences are recognized as a separate component of equity and in other comprehensive loss.

b)	Going concern

The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period. The Company is aware that material uncertainties exist related to events or conditions that may cast substantial doubt upon the Company’s ability to continue as a going concern.

c)	Mineral properties

Costs directly related to the acquisition of mineral properties are capitalized. Option payments are considered acquisition costs if the Company has the intention of exercising the underlying option.

Exploration, evaluation and property maintenance costs incurred on sites without an existing mine and on areas outside the boundary of a known mineral deposit which contains proven and probable reserves are expensed as incurred up to the date of establishing that property costs are economically recoverable and that the project is technically feasible.

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Arras Minerals Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended April 30, 2022

(Expressed in United States dollars)

(Unaudited)

Mineral properties are not subject to depletion or amortization, but rather are tested for impairment when circumstances indicate that the carrying value may not be recoverable.

Development expenditures are those incurred subsequent to the establishment of economic recoverability and after receipt of project development approval from the Board of Directors. The approval from the Board of Directors will be dependent upon the Company obtaining sufficient financial resources, permits, and licenses to develop the mineral property. Development costs are capitalized and included in the carrying amount of the related property.

Mineral property and mine development costs capitalized are amortized using the units-of-production method over the estimated life of the proven and probable reserves

d)	Economic recoverability of future economic benefits of exploration and evaluation assets

Management has determined that exploration and evaluation of mineral properties and related costs incurred, which have been recognized on the condensed interim consolidated statements of financial position, are economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefit including geological data, scoping studies, accessible facilities, and existing and future permits.

e)	Principle of consolidation

Subsidiaries are entities controlled by the Company and are included in the financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries are changed where necessary to align with the policies adopted by the Company. All intercompany balances are eliminated on consolidation.

The condensed interim consolidated financial statements include accounts of the Company and its wholly owned subsidiary, Ekidos, from the date of acquisition on February 3, 2022.

f)	Leases

As per IFRS 16 Leases, at inception, the Company assesses whether a contract contains an embedded lease. A contract contains a lease when the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration.

The Company, as lessee, is required to recognize a right-of-use asset (“ROU asset”), representing its right to use the underlying asset, and a lease liability, representing its obligation to make lease payments.

The Company may elect to not apply IFRS 16 to leases with a term of less than 12 months or to low value assets, which is made on an asset by asset basis.

The Company recognizes a ROU asset and a lease liability at the commencement of the lease. The ROU asset is initially measured based on the present value of lease payments, plus initial direct cost, less any incentives received. It is subsequently measured at cost less accumulated amortization, impairment losses and adjusted for certain remeasurements of the lease liability. The ROU asset is amortized from the commencement date over the shorter of the lease term or the useful life of the underlying as set. The ROU asset is subject to testing for impairment if there is an indicator of impairment.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by the interest rate implicit in the lease, or if that rate cannot be readily determined, the incremental borrowing rate. The incremental borrowing rate is the rate which the operation would have to pay to borrow over a similar term and with similar security, the funds necessary to obtain an asset of similar value to the ROU asset in a similar economic environment.

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Arras Minerals Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended April 30, 2022

(Expressed in United States dollars)

(Unaudited)

Lease payments included in the measurement of the lease liability are comprised of:

• fixed payments, including in-substance fixed payments;

• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

• amounts expected to be payable under a residual value guarantee;

• the exercise price under a purchase option that the Company is reasonably certain to exercise;

• lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option; and

• penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.

The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is remeasured when there is a change in future lease payments arising from a change in an index or a rate, a change in the estimate of the amount expected to be payable under a residual value guarantee, or as appropriate, changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised.

Variable lease payments that do not depend on an index or a rate not included in the initial measurement of the ROU asset and lease liability are recognized as an expense in profit or loss in the period in which they are incurred.

The ROU assets are presented within “Right-of-use assets” and the lease liabilities are presented in “Lease liability” on the condensed interim consolidated statement of financial position.

g)	Critical accounting estimates, judgments and assumptions

The preparation of the Company’s condensed interim consolidated financial statements in conformity with IFRS requires management to make judgments, estimates, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised

i)	Asset acquisition versus business combination

Management had to apply judgment with respect to whether the acquisition through the asset purchase agreement (as discussed in Notes 4 and 5) was an asset acquisition or business combination. The assessment required management to assess the inputs, processes and outputs of the company acquired at the time of the acquisition. Pursuant to the assessment, the asset purchase agreement was considered to be an asset acquisition.

ii)	Fair value of net assets acquired

The Company makes estimates in determining the fair value of the assets acquired as part of an acquisition. Management exercises judgment in estimating the probability and timing of when cash flows are expected to be achieved, which is used as the basis for estimating fair value. Future performance results that differ from management’s estimates could result in changes to liabilities recorded, which are recorded as they arise through profit or loss.

iii)	Right-of-use assets and lease liabilities

The right of use assets and lease liabilities are measured by discounting the future lease payments at incremental borrowing rate. The incremental borrowing rate is an estimated rate the Company would have to obtain an asset of a similar value to the right-of-use assets in a similar economic environment.

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Arras Minerals Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended April 30, 2022

(Expressed in United States dollars)

(Unaudited)

4.	ACQUISITION OF EKIDOS MINERALSLLP

On February 3, 2022, the Company purchased 100% of the issued and outstanding shares of Ekidos. Total consideration was $1,000 cash. Ekidos is in the business of the exploration and evaluation of mineral properties in Kazakhstan.

The acquisition has been accounted for by the Company as a purchase of assets and assumption of liabilities. The acquisition did not qualify as a business combination under IFRS 3 - Business Combinations, as the significant inputs, processes and outputs, that together constitute a business, did not exist in Ekidos at the time of acquisition.

The following table summarizes the preliminary purchase price allocation:

Purchase price:
Cash	$	1,000
Total consideration		1,000
Net assets acquired:
Cash		34,050
Other receivables		371,294
Prepaid expenses		577,551
Inventory		309
Office and equipment		44,938
Mineral properties		4,383,656
Accounts payable and accrued liabilities		(95,798	)
Loans payable to Arras		(5,315,000	)
Total net assets acquired	$	1,000
5.	ASSET PURCHASE AND SEPARATIONAND DISTRIBUTION AGREEMENTS
---	---

On March 19, 2021, pursuant to an asset purchase agreement with Silver Bull, a majority shareholder (88% interest) and related party, Silver Bull transferred all of its rights, title and interest in and to the Beskauga Option Agreement, as described in Note 6, to the Company. The consideration payable by the Company to Silver Bull was $1,367,668, paid through the issuance of 36,000,000 common shares of the Company.

The fair value of the assets at the date of transfer was as follows:

Mineral properties	$	327,690
Mining equipment		45,647
Computer equipment and software		9,331
Loans to Ekidos (the “Silver Bull Loans”)		985,000
Net assets acquired	$	1,367,668

On September 24, 2021, pursuant to a Separation and Distribution Agreement, Silver Bull distributed to its shareholders one common share of the Company for each Silver Bull common share held by such shareholders, or 34,547,838 common shares of the Company in total (the “Distribution”). Upon completion of the Distribution, Silver Bull retained 1,452,162 common shares of the Company, representing a 4% interest in the Company on the Distribution date. As of April 30, 2022, Silver Bull owns 845,262 common shares of the Company.

Further, Silver Bull warrant holders will receive, upon exercise of any Silver Bull warrant (the “Silver Bull Warrants”), for the original exercise price, one Silver Bull common share and one common share of the Company. The Company will receive $0.25 of the proceeds from the exercise of each of these Silver Bull Warrants. A total of 1,971,289 Silver Bull Warrants were outstanding at the time of the Distribution which, if all exercised, would require the Company to issue 1,971,289 common shares for proceeds of $492,822.

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Arras Minerals Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended April 30, 2022

(Expressed in United States dollars)

(Unaudited)

At the date of the Distribution, the assets transferred did not meet the definition of a business, as there were no substantive processes in place, and the transaction has been accounted for as an acquisition of assets, rather than a business combination. The transaction is accounted for in accordance with IFRS 2 – Share-based payments.

6.	BESKAUGA OPTION AGREEMENT

On August 12, 2020, Silver Bull entered into the Beskauga Option Agreement with Copperbelt AG (“Copperbelt”) pursuant to which it has the exclusive right and option to acquire Copperbelt’s right, title and 100% interest in the Beskauga property located in Kazakhstan. Upon completion of Silver Bull’s due diligence on January 26, 2021, the Beskauga Option Agreement was finalized (the “Closing Date”).

On March 19, 2021, pursuant to an asset purchase agreement, Silver Bull transferred all its rights, title and interest in and to the Beskauga Option Agreement to the Company. The consideration payable by the Company to Silver Bull for the purchased assets was $1,367,668, paid through the issuance of 36,000,000 common shares of common shares in the capital of the Company (Note 4).

Under the terms of the Beskauga Option Agreement, the exploration expenditure requirements and incurred are summarized as follows:

Period	Annual Expenditure Required	Cumulative Expenditure Required	Annual Expenditure Incurred	Cumulative Expenditure<br><br> <br>Incurred
By January 26, 2022 (1 year from Closing Date)	$2 million	$2 million	$3.59 million<br><br> <br>(met)	$3.59 million<br><br> <br>(met)
By January 26, 2023 (2 years from Closing Date)	$3 million	$5 million	$0.50 million	$4.09 million
By January 26, 2024 (3 years from Closing Date)	$5 million	$10 million	n/a	$4.09 million
By January 26, 2025 (4 years from Closing Date)	$5 million	$15 million	n/a	$4.09 million

As of April 30, 2022, approximately $4.09 million of the required expenditures have been incurred under the Beskauga Option Agreement, via investment agreements with Dostyk LLP, the holder of the Beskauga exploration license.

The Beskauga Option Agreement also provides that subject to the terms and conditions set forth in the Beskauga Option Agreement, after the Company or its affiliate has incurred the exploration expenditures (outlined above), the Company or its affiliate may exercise the Beskauga Option and acquire (i) the Beskauga Property by paying Copperbelt $15,000,000 in cash, (ii) the Beskauga Main Project only by paying Copperbelt $13,500,000 in cash, or (iii) the Beskauga South Project only by paying Copperbelt $1,500,000 in cash.

In addition, the Beskauga Option Agreement provides that subject to the terms and conditions set forth in the Beskauga Option Agreement, the Company or its affiliate may be obligated to make the following bonus payments (collectively, the “Bonus Payments”) to Copperbelt if the Beskauga Main Project or the Beskauga South Project is the subject of a bankable feasibility study in compliance with Canadian National Instrument 43-101 indicating gold equivalent resources in the amounts set forth below, with (i) (A) 20% of the Bonus Payments payable after completion of the bankable feasibility study or after the mineral resource statement is finally determined and (B) the remaining 80% of the Bonus Payments due within 15 business days of commencement of on-site construction of a mine for the Beskauga Main Project or the Beskauga South Project, as applicable, and (ii) up to 50% of the Bonus Payments payable in shares of the Company’s common shares to be valued at the 20-day volume-weighted average trading price of the shares on the Toronto Stock Exchange calculated as of the date immediately preceding the date such shares are issued:

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Arras Minerals Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended April 30, 2022

(Expressed in United States dollars)

(Unaudited)

Gold equivalent resources	Cumulative Bonus Payments
Beskauga Main Project
3,000,000 ounces	$	2,000,000
5,000,000 ounces	$	6,000,000
7,000,000 ounces	$	12,000,000
10,000,000 ounces	$	20,000,000
Beskauga South Project
2,000,000 ounces	$	2,000,000
3,000,000 ounces	$	5,000,000
4,000,000 ounces	$	8,000,000
5,000,000 ounces	$	12,000,000

The Beskauga Option Agreement may be terminated under certain circumstances, including (i) upon the mutual written agreement of the Company and Copperbelt; (ii) upon the delivery of written notice by the Company, provided that at the time of delivery of such notice, unless there has been a material breach of a representation or warranty given by Copperbelt that has not been cured, the Beskauga Property is in good standing; or (iii) if there is a material breach by a party of its obligations under the Beskauga Option Agreement and the other party has provided written notice of such material breach, which is incapable of being cured or remains uncured.

7.	PREPAID EXPENSES
	April 30, 2022		October 31, 2021
---	---	---	---	---
General Insurance	$	14,558	$	32,030
Exploration license insurance - current		93,660		—
Exploration license insurance - non-current		550,000		—
	$	658,218	$	32,030

The terms of the exploration license insurance agreements are equal to the remaining terms of the exploration licenses (7 to 8 years) from the effective dates.

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Arras Minerals Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended April 30, 2022

(Expressed in United States dollars)

(Unaudited)

8.	LOANS TO EKIDOS MINERALS LLP

On March 19, 2021, pursuant to an asset purchase agreement, Silver Bull transferred $985,000 of loan receivable from Ekidos to the Company (Note 5), and loaned additional funds to Ekidos during the period ended October 31, 2021. During the three months ended January 31, 2022, the Company loaned an additional $2,136,500 to Ekidos. As of February 3, 2022, upon the acquisition of Ekidos, the loans to Ekidos eliminate on consolidation.

9.	OFFICE AND EQUIPMENT
	Mining Equipment		Computer Equipment and Software		Office Equipment		Vehicles		Total
---	---	---	---	---	---	---	---	---	---	---
Cost
Assets acquired on acquisition		45,647		9,331		—		—	$	54,978
Additions		71,855		—		—		—		71,855
Balance, October 31, 2021		117,502		9,331		—		—		126,833
Acquisition (Note 4)		—		1,955		799		42,184		44,938
Additions		3,946		12,168		8,773		—		24,887
Balance, April 30, 2022		121,448		23,454		9,572		42,184	$	196,658
Depreciation
Depreciation expense		14,033		7,634		—		—	$	21,667
Balance, October 31, 2021		14,033		7,634		—		—		21,667
Depreciation expense		11,753		1,910		443		1,433		15,539
Balance, April 30, 2022		25,786		9,544		443		1,433	$	37,206
Carrying amounts
Balance, October 31, 2021		103,469		1,697		—		—	$	105,166
Balance, April 30, 2022		95,662		13,910		9,129		40,751	$	159,452

During the six months ended April 30, 2022, the Company acquired mining equipment and computer equipment and software and vehicles of $44,938 from acquisition of Ekidos. (Note 4).

During the period from inception on February 5, 2021 to October 31, 2021, the Company acquired mining equipment and computer equipment and software of $54,978 pursuant to an asset purchase agreement with Silver Bull (Note 5).

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Arras Minerals Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended April 30, 2022

(Expressed in United States dollars)

(Unaudited)

10.	MINERAL PROPERTIES – EXPLORATION AND EVALUATION ASSET

The Company, through the asset purchase agreement (Note 5), entered into an option agreement dated August 12, 2020 with Copperbelt, to earn up to a 100% interest in the Beskauga project and through acquisition of Ekidos (Note 4), which holds other exploration licenses located in Kazakhstan

On February 3, 2022, the Company acquired Ekidos for the total consideration of $1,000 including a $4,383,656 mineral property – exploration and evaluation asset (Note 4). At the time of acquisition, the Company completed an impairment assessment and no indicators of impairment were identified.

Balance, February 5, 2021	$	—
Pursuant to asset purchase agreement (Note 5)		327,690
Common shares issued to finder (Note 12)		323,913
Balance, October 31, 2021	$	651,603
Acquisition of Ekidos (Note 4)		4,383,656
Balance, April 30, 2022	$	5,035,259
11.	RIGHT-OF-USE ASSET AND LEASE LIABILITY
---	---

The Company entered into a lease agreement for its corporate head office commencing March 1, 2022, until February 28, 2026. Upon entering into this lease, the Company recognized a right-of use (“ROU”) asset in the amount of $319,521, and a corresponding lease liability in the same amount ($319,521). The lease liability is measured at amortized cost using the effective interest rate of 10.02%.

The continuity of the ROU asset and lease liability for the period ended April 30, 2022 is as follows:

Right-of-use asset

	$	—
Additions		319,521
Depreciation		(13,313	)
Value of ROU asset as of April 30, 2022	$	306,208

Lease liability

Lease liability recognized as of October 31, 2021	$	—
New office lease		319,521
Lease payments		(15,812	)
Lease interest		2,602
Lease liability recognized as at April 30, 2022	$	306,311
Current portion		67,216
Non-current portion		239,095
Closing balance	$	306,311

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Arras Minerals Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended April 30, 2022

(Expressed in United States dollars)

(Unaudited)

Undiscounted lease payment obligations

Less than one year	$	94,875
One to four years		276,720
Total undiscounted lease liabilities	$	371,595
12.	SHARE CAPITAL
---	---

a)	Authorized

Unlimited number of common shares and an unlimited number of preferred shares, without par value.

b)	Issued and outstanding

Preferred shares

No preferred shares have been issued.

Common shares

As of April 30, 2022, there are 51,475,150 common shares issued and outstanding.

During the sixmonths ended April 30, 2022, the following transactions occurred:

On November 21, 2021, the Company completed the second tranche of a private placement for 2,106,000 common shares at a price of $CDN 1.00 per common share for gross proceeds of $CDN 2,106,000 ($1,670,756). The Company incurred other offering costs associated with the second tranche of private placement of $4,900 and issued in aggregate 21,630 common shares fair valued at CDN $21,630 ($17,208) as finder’s fees.

On December 20, 2021, the Company completed the third and final tranche of a private placement for 1,520,000 common shares at a price of $CDN 1.00 per common share for gross proceeds of $CDN 1,520,000 ($1,186,388). The Company paid finder’s fees totaling $CDN 50,000 ($39,026) to an agent with respect to certain purchasers who were introduced by the agent. The Company incurred other offering costs associated with the third and final tranche of private placement of $5,644 and issued in aggregate 24,420 common shares fair valued at $CDN 24,420 ($19,427) as finder’s fees.

During the periodended October 31, 2021, the following transactions occurred:

On February 5, 2021, the Company issued 100 common shares at a price of $0.01 per common share for gross proceeds of $1 in connection with the incorporation of the Company.

On March 19, 2021, the Company issued 36,000,000 common shares for gross consideration of $1,367,668 for an asset purchase agreement (Note 4).

On April 1, 2021, the Company completed a private placement for 5,035,000 common shares at a price of $CDN 0.50 per common share for gross proceeds of $CDN 2,517,500 ($2,001,352). No placement agent or finder’s fees were paid in connection with the private placement. The Company incurred other offering costs associated with the private placement of $21,761, of which $924 is included in accounts payable and accrued liabilities at October 31, 2021.

On October 21, 2021, the Company completed the initial tranche of a private placement for 6,368,000 common shares at a price of $CDN 1.00 per common share for gross proceeds of $CDN 6,368,000 ($5,107,282). The Company paid finder’s fees totaling $28,927 to an agent with respect to certain purchasers who were introduced by the agent. The Company incurred other offering costs associated with the initial tranche of private placement of $25,794, of which $52,801 and $24,798 are included in accounts payable and accrued liabilities at October 31, 2021 and January 31, 2022, respectively.

On October 25, 2021, pursuant to a finder’s fee agreement, the Company issued 400,000 common shares to UMS Project Limited Partnership for the introduction of Copperbelt AG and earning an interest in mineral property licenses from Copperbelt AG located in Kazakhstan (Note 5).

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Arras Minerals Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended April 30, 2022

(Expressed in United States dollars)

(Unaudited)

c)	Stock options

Pursuant to the Company’s Equity Incentive Plan (the “Plan”) approved by the Board of Directors, the Company grants stock options to employees, directors, officers and advisors. Under the Plan, options can be granted for a maximum term of ten years and the stock options shall vest in three equal installments, with one third of the options vesting on each of the grant date, the first-year anniversary of the grant date and the second anniversary of the grant date, unless otherwise designated by the Board. Further, the exercise price shall not be less than the price of the Company’s common shares on the date of the stock option grant.

During the six months ended April 30, 2022, the Company granted options to acquire 400,000 common shares with a weighted-average grant-date fair value of $0.46 per share and an exercise price of $CDN 1.00 per share.

During the period from inception on February 5, 2021 to October 31, 2021, the Company granted options to acquire 5,220,000 common shares with a weighted-average grant-date fair value of $0.22 per share and an exercise price of $CDN 0.50 per share.

No options were exercised during the six months ended April 30, 2022 and from inception on February 5, 2021 to October 31, 2021. Stock option transactions are summarized as follows:

		Number of Options			Weighted Average Exercise Price
Balance, February 5, 2021 (incorporation)		—			$	—
	Issued		5,220,000			0.40
	Cancelled		(160,000	)		0.40
	Balance,<br> October 31, 2021		5,060,000			0.40
	Issued		400,000			0.79
	Cancelled		200,000			0.40
	Balance,<br>April 30, 2022		5,260,000			0.42

The following options were outstanding and exercisable at April 30, 2022:

Grant Date	Expiry Date
April 15, 2021	April 14, 2026	CDN 0.50 (0.39)	3,800,000	1,333,333	3.86
August 5, 2021	August 4, 2026	CDN 0.50 (0.39)	800,000	266,667	4.27
September 24, 2021	September 23, 2026	CDN 0.50 (0.39)	260,000	86,666	4.41
December 7, 2021	December 7, 2026	CDN 1.00 (0.79)	100,000	33,333	4.61
March 2, 2022	March 2, 2027	CDN 1.00 (0.79)	300,000	100,000	4.84
			5,260,000	1,819,999

All values are in US Dollars.

The weighted average remaining contractual life for options outstanding at April 30, 2022 is 4.02 years. The total fair value of options granted during the six months ended April 30, 2022, was $182,052, of which $70,516 was recognized in share-based payments in the condensed interim consolidated statement of comprehensive loss with a corresponding increase in reserves. The remaining amount of $111,536 will be expensed as the remaining unvested options vest.

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Arras Minerals Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended April 30, 2022

(Expressed in United States dollars)

(Unaudited)

Total share-based payments recognized during the three and six months ended April 30, 2022, was $144,533 and $308,558, respectively (2021 – $305,876) which was expensed in the interim consolidated statements of loss and comprehensive loss.

During the six months ended April 30, 2022, $232,127 of share-based payments related to grants from prior periods. As of April 30, 2022, the remaining unrecognized compensation expenses of $217,908 relating to these previously granted options will be expensed as the remaining unvested options vest

As of April 30, 2022, the total of remaining unrecognized compensation expenses of $323,529 will be expensed.

The Company applies the fair value method using the Black-Scholes option pricing model in accounting for its stock options granted. Accordingly, share-based payments of $136,619 were recognized as personnel expenses for options granted to employees, $105,090 were recognized in directors’ fees for options granted to directors and $66,849 was recognized as exploration for options granted to employees and consultants for the six months ended April 30, 2022.

A summary of the range of assumptions used to value stock options granted for the six months ended April 30, 2022 and from inception on February 5, 2021 to October 31, 2021 is as follows:

Options	For the Period Ended April 30, 2022	For the Period from Inception on February 5, 2021 to October 31, 2021
Expected volatility	78% - 80%	75% - 79%
Risk-free interest rate	1.23%	0.46% - 1.03%
Expected life (in years)	3 – 5	3 – 5
Dividend rate	—	—

The expected volatility assumption is based on the historical and implied volatility of the comparable companies’ common share price. The risk-free interest rate assumption is based on yield curves on government zero-coupon bonds with a remaining term equal to the stock options’ expected life. The Company has not paid and does not anticipate paying dividends on its common stock. Companies are required to utilize an estimated forfeiture rate when calculating the expense for the reporting period. Based on the best estimate, management applied the estimated forfeiture rate of 0% in determining the expense recorded in the accompanying statements of comprehensive loss.

d)	Shares issuable for Silver Bull Warrants

Pursuant to the Distribution (Note 5), warrant holders will receive, upon exercise of any Silver Bull Warrant, one Silver Bull common share and one common share of the Company. The Company will receive $0.25 of the proceeds from the exercise of each of these warrants.

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Arras Minerals Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended April 30, 2022

(Expressed in United States dollars)

(Unaudited)

A continuity of the Company’s shares issuable for Silver Bull Warrants is as follows:

Warrants		Weighted Average Exercise Price Per Arras share issuable		Weighted Average Exercise Price Per Silver Bull Share issuable
Balance, February 5, 2021	—	$	—	$	—
Issuable pursuant to the Distribution with Silver Bull	1,971,289		0.25		0.34
Balance, April 30, 2022 and October 31, 2021	1,971,289	$	0.25	$	0.34

No warrant were issued during the six months ended April 30, 2022.

No warrants were exercised during the six months ended April 30, 2022 and from inception on February 5, 2021 to October 31, 2021.

The following warrants were outstanding at April 30, 2022:

Expiry Date	Exercise Price			Weighted Average Remaining Life
October 27, 2025		0.25	1,971,289		3.50

All values are in US Dollars.

13.	RELATED PARTY TRANSACTIONS

Included in accounts payable and accrued liabilities at April 30, 2022 is $48,215 (October 31, 2021: $107,407) due to officers and directors of the Company for their compensation and services.

As at April 30, 2022, due from related party consists of $7,547 (October 31, 2021 - $2,808 due from Silver Bull) payment from Silver Bull for shared office expenses. The balance of due from related party is interest free and is to be repaid on demand.

During the six months ended April 30, 2022 and the period from February 5, 2021 to April 30, 2021, expenses totalling $244,450 and $101,156 were incurred by Silver Bull on the Company’s behalf. If specific identification of expenses is not practicable, a proportional cost allocation based on management’s estimation is applied.

	April 30, 2022		For the Period from February 5, 2021 to April 30, 2021
Directors’ fees	$	8,998	$	8,903
Personnel		217,930		84,951
Office and administrative		17,522		7,302
	$	244,450	$	101,156

During the six months ended April 30, 2022 and the period from February 5, 2021 to April 30, 2021, the Company paid or accrued the following amounts to officers, directors or companies controlled by officers and/or directors:

	April 30, 2022		For the Period from February 5, 2021 to April 30, 2021
Share-based payment	$	260,653	$	257,869
Directors’ fees		61,271		13,487
Personnel		226,526		78,075
	$	548,450	$	349,431

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Arras Minerals Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended April 30, 2022

(Expressed in United States dollars)

(Unaudited)

14.	SUPPLEMENTAL CASH FLOW INFORMATION

As at April 30, 2022, cash and cash equivalents consist of guaranteed investment certificates of $65,194

(October 31, 2021 – $44,971) and $2,048,780 in cash (October 31, 2021 - $3,761,320) held in bank accounts.

	April 30, 2022		For the Period from February 5, 2021 to April 30, 2021
Interest paid		—	$	—
Income taxes paid		—		—
Non-cash investing and financing activities
Shares issued to agent		36,635	$	36,635
Offering costs included in accounts payable and liabilities		—		18,538
Acquisition of assets for common shares		—		1,367,668
15.	FINANCIAL INSTRUMENTS
---	---

The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued liabilities, due to related party and due from related party. The Company’s risk exposure and the impact on the Company’s financial instruments are summarized below.

a)	Credit risk

Credit risk is the risk of financial loss to the Company if a counter party to a financial instrument fails to meet its payment obligations. The Company is exposed to credit risk with respect to its cash and cash equivalents and amounts due from related parties. Management believes that the credit risk concentration with respect to cash and cash equivalents is remote as it maintains accounts with highly rated financial institutions.

b)	Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in satisfying its financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating investing and financing activities. As at April 30, 2022, the Company had working capital of $1,713,079 (October 31, 2021 - $6,493,934) and cash and cash equivalents of $2,113,974 (October 31, 2021 - $3,806,291), and is not exposed to significant liquidity risk at this time. However, since the Company is in the exploration stage, it will periodically have to raise funds to continue operations and intends to raise further financing through private placements. As at April 30, 2022, the Company expects that its working capital position provides sufficient resources available to meet its contractual obligations for the ensuing 12 months.

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Arras Minerals Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended April 30, 2022

(Expressed in United States dollars)

(Unaudited)

c)	Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk. The Company is not currently exposed to any significant interest rate risk or other price risk. The Company is exposed to foreign currency risk with respect to cash denominated in Canadian dollars. As at April 30, 2022, a 10% strengthening (weakening) of the Canadian dollar against the United States dollar would have increased (decreased) the Company’s comprehensive loss by approximately $118,000 for the period ended April 30, 2022.

The Company also maintains a minimum cash balance of local currency in bank account in Kazakhstan and the Company assessed such foreign currency risk as low.

The Company has not hedged any of its foreign currency risks.

d)	Commodity price risk

The ability of the Company to raise funds to explore and develop its exploration and evaluation assets and the future profitability of the Company are directly related to the price of copper and gold. The Company monitors copper and gold prices to determine the appropriate course of action to be taken.

e)	Fair value hierarchy

Fair value measurements of financial instruments are required to be classified using a fair value hierarchy that reflects the significant of inputs used in making the measurements. The levels of the fair value hierarchy are defined as follows:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 – Inputs for assets or liabilities that are not based on observable market data.

The Company’s financial instruments classified as Level 1 in the fair value hierarchy are cash and cash equivalents, other receivables, accounts payable and accrued liabilities and due from related party. The carrying values approximate the fair values due to the short-term maturity of these instruments. There were no transfers between fair value levels during the six months ended April 30, 2022.

16.	CAPITAL MANAGEMENT

The Company defines its capital as shareholders’ equity. Capital requirements are driven by the Company’s general operations and exploration. To effectively manage the Company’s capital requirements, the Company monitors expenses and overhead to ensure costs and commitments are being paid. The Company is not subject to any externally imposed capital requirements. The Company did not change its approach to capital management during the six months ended April 30, 2022.

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Arras Minerals Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended April 30, 2022

(Expressed in United States dollars)

(Unaudited)

17.	SEGMENTED INFORMATION

Operating segments

The Company operated in a single reportable operating segment - the acquisition, exploration and evaluation of mineral properties, with its head office function in Canada. As at April 30, 2022, the Company’s exploration and evaluation assets are currently located in Kazakhstan.

The following table details the allocation of assets included in the accompanying statement of financial position at April 30, 2022:

	Canada		Kazakhstan		Total
Cash and cash equivalents	$	1,948,000	$	166,000	$	2,114,000
Other receivables		22,000		40,000		62,000
Prepaid expenses		14,000		94,000		108,000
Due from related party		8,000		—		8,000
Office and equipment, net		99,000		61,000		160,000
Minerals properties		—		5,035,000		5,035,000
Right-of use assets		306,000		—		306,000
Other non-current assets		33,000		—		33,000
Prepaid expense non-current				550,000		550,000
	$	2,430,000	$	5,946,000	$	8,376,000

The following table details the allocation of assets included in the accompanying statement of financial position at October 31, 2021:

	Canada		Kazakhstan		Total
Cash and cash equivalents	$	3,806,000	$	—	$	3,806,000
Other receivables		16,000		—		16,000
Prepaid expenses		32,000		—		32,000
Due from related party		3,000		—		3,000
Loans to Ekidos Minerals LLP		3,178,000		—		3,178,000
Office and equipment, net		105,000		—		105,000
Mineral properties		—		652,000		652,000
	$	7,140,000	$	652,000	$	7,792,000
18.	SUBSEQUENT EVENTS
---	---
i)	On May 30, 2022, the Company completed a private placement for 1,091,000<br>common shares at a price of $CDN 1.50 per common share for gross proceeds of $CDN 1,636,500 ($1,186,388). The Company paid finder’s<br>fees totaling $CDN 17,700 ($13,772). to an agent with respect to certain purchasers who were introduced by the agent.
---	---
ii)	On June 4, 2022, 100,000 stock options expired unexercised.
---	---

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Exhibit 99.2

Management’s Discussion and Analysis

Forthe three and six months ended April 30, 2022

andthe period from February 5, 2021 (inception) to April 30, 2021

(Expressed in United States dollars)

ARRAS MINERALS CORP.

Management Discussion and Analysis

For the three and six months ended April 30, 2022 and the period from February 5, 2021 (inception) to April 30, 2021

(Expressed in United States Dollars, except as noted)

Introduction

This management’s discussion and analysis (“MD&A”), prepared as of June 28, 2022, reviews and summarizes the activities of Arras Minerals Corp. (the “Company” or “Arras”) for the three and six months ended April 30, 2022, and was prepared in accordance with International Financial Reporting Standards (“IFRS”). The MD&A is intended to supplement the Company’s unaudited condensed interim consolidated financial statements for the three and six months ended April 30, 2022 and the Company’s audited financial statements for the period from February 5, 2021 to October 31, 2021, and the related notes contained respectively therein which have been prepared under IFRS. All amounts are in U.S. dollars unless otherwise specified.

Management is responsible for the preparation and integrity of the financial statements, including the maintenance of appropriate information systems, procedures and internal controls to ensure that information used internally or disclosed externally, including the MD&A, is complete and reliable.

The Company’s common shares are traded on the TSX Venture Exchange (the “TSXV”) under the symbol “ARK” and its most recent filings are available on the System for Electronic Document Analysis and Retrieval (“SEDAR”) and can be accessed at www.sedar.com.

GENERALBUSINESS OVERVIEW

Arras Minerals Corp. was incorporated on February 5, 2021, under the Business Corporations Act (British Columbia) as a wholly owned subsidiary of Silver Bull Resources, Inc. (“SVB” or “Silver Bull”). Arras was formed to hold SVB’s interests in the Beskauga property located in Kazakhstan (the “Beskauga Property”), which consists of the Beskauga Main project (the “Beskauga Main Project”) and the Beskauga South project (the “Beskauga South Project” and together with the Beskauga Main Project, the “BeskaugaProject”). On September 24, 2021, SVB completed the Spin Out (as defined below) and shareholders of SVB were issued a total of 34,547,838 common shares in the capital of the Company (each a “Common Share”). The Company’s head office is located at Suite 1605, 777 Dunsmuir Street, Vancouver, British Columbia, Canada, V7Y 1K4 and its registered and records office is located at Suite 2600, 595 Burrard Street, Vancouver, British Columbia, Canada, V7X 1L3.

On March 19, 2021, SVB transferred its Kazakh assets to the Company pursuant to the terms of an Asset Purchase Agreement (the “APA”) in exchange for the issuance of 36,000,000 Common Shares of the Company to SVB (the “Asset Transfer”). The transferred assets included an option agreement with respect to the Beskauga Property (the “Beskauga Option Agreement”), a joint venture agreement with respect to the Stepnoe and Ekidos properties and loans payable by Ekidos Minerals LLP (“Ekidos LLP”) to SVB. Subsequently, on September 24, 2021, SVB distributed 34,547,838 Common Shares issued to SVB in respect of the Asset Transfer to its shareholders by way of a special dividend, on the basis of one Common Share for each common share in the capital of SVB (the “Distribution” and, together with the Asset Transfer, the “Spin Out”). Prior to completion of the Spin Out, the Company entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) with Silver Bull. The Separation and Distribution Agreement set forth the Company’s agreements with Silver Bull regarding the principal actions to be taken in connection with the Distribution and the Spin Out.

On February 3, 2022, the Company purchased 100% of the issued and outstanding shares of Ekidos LLP and Ekidos LLP became a wholly-owned subsidiary of the Company. The total consideration was $1,000 as described below.

Arras is an exploration stage company, engaged in the business of mineral exploration. The Company’s exploration is focused on discovering and delineating mineral resources at the Company’s material property, the Beskauga Project.

OVERALL PERFORMANCE AND RESULTS OF operationS

The following selected information has been derived from the Company’s condensed interim consolidated financial statements for the three and six months ended April 30, 2022 and the period from Incorporation on February 5, 2021 to October 31, 2021, and should be read in conjunction with the Company’s condensed interim consolidated financial statements, which are available at www.sedar.com:

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ARRAS MINERALS CORP.

Management Discussion and Analysis

For the three and six months ended April 30, 2022 and the period from February 5, 2021 (inception) to April 30, 2021

(Expressed in United States Dollars, except as noted)


		$
Cash and cash equivalents	2,113,974	3,806,2191
Mineral properties	5,035,259	651,603
Total assets	8,375,846	7,792,327
Current liabilities	578,366	541,624
Total liabilities	817,461	541,624
Working capital	1,713,079	6,493,934

All values are in US Dollars.

****
**<br><br>Expenses**
Exploration	1,448,568	1,693,883	81,804
Personnel	248,408	524,478	201,576
Professional services	95,300	192,681	156,098
Directors’ fees	80,077	166,793	140,553
Office and administrative	36,401	73,235	12,281
Marketing and shareholders’ communication	48,603	58,760	—
Depreciation	13,718	13,718	4,827
Loss from operations	(1,971,075	(2,723,548	(597,139
Foreign exchange income (loss)	3,414	(92,847	34,078
Other income	7,913	7,913	—
Interest income	18	32	—
Other income (loss)	11,345	(84,902	34,078
<br><br><br><br>Net and Comprehensive loss for the period	(1,959,730	(2,808,450	(563,061
<br><br><br><br>Basic and Diluted Loss per common share	(0.04	(0.06	(0.03
**<br><br>Weighted average number of common shares outstanding**	51,475,150	50,754,643	19,738,275

All values are in US Dollars.

For the three and six months end April30, 2022

For the three and six months ended April 30, 2022, the Company had no revenue and incurred net loss of $1,959,730 and $2,808,450, respectively, compared to the net loss for the period from February 5 to April 30, 2021 of $563,061.

Exploration costs

Exploration costs increased $1,366,764 to $1,448,568 for the three months ended April 30, 2022 as compared to $81,804 for the period from February 5, 2021 to April 30, 2021. The increase was mainly the result of the Company’s acquisition of Ekidos LLP on February 3, 2022 and as such, including Ekidos’ operational results from the date of acquisition, as well as an increase in the exploration activities at Beskauga.

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ARRAS MINERALS CORP.

Management Discussion and Analysis

For the three and six months ended April 30, 2022 and the period from February 5, 2021 (inception) to April 30, 2021

(Expressed in United States Dollars, except as noted)

Personnel

Personnel costs for the three months ended April 30, 2022 were $248,408 compared to $201,576 for the period from February 5, 2021 to April 30, 2021. The increase was mainly due to revised agreements with the Company’s management, which increased compensation. This was partially offset by a $68,000 decrease in stock-based compensation as described below, compared to the period from February 5, 2021 to April 30, 2021.

Professional services

Professional fees decreased $60,798 to $95,300 for the three months ended April 30, 2022 as compared to $156,098 for the period from February 5, 2021 to April 30, 2021. The decrease was mainly due to legal costs incurred in relation to the Company’s incorporation and separation from Silver Bull in the prior period.

Directors’ fees

Directors’ fees decreased $60,478 to $80,077 for the three months ended April 30, 2022 as compared to $140,553 for the period from February 5, 2021 to April 30, 2021. The decrease was mainly due to decreased stock-based compensation as described below, which was offset by an $11,000 increase in directors fee compensation as a result of revised directors’ fees compared to the same period last year.

Office and administrative

Office and administrative costs increased $24,120 to $36,401 for the three months ended April 30, 2022 as compared to $12,281 for the period from February 5, 2021 to April 30, 2021. The increase was mainly due to a new corporate office lease that commenced in March 2022, and associated costs.

Stock-based compensation

Stock-based compensation was a factor in the fluctuations in general and administrative expenses. Overall stock-based compensation included in general and administrative expense decreased to $139,000 for the three months ended April 30, 2022 from $258,000 for the period from February 5, 2021 to April 30, 2021. The decrease was mainly due to a result of stock options granted and vested to employees, directors and consultants in April 2021.

DISCUSSION OF OPERATIONS

Beskauga Project

The Beskauga Project is located in the Pavlodar region of north-eastern Kazakhstan, approximately 300 km northeast from the Kazakhstan capital, Nur-Sultan (formerly Astana). The Beskauga Project is interpreted by Arras to represent a copper-gold porphyry deposit and consists of three licenses: the Beskauga license which was issued under the older Kazak permitting system, and the Ekidos and Stepnoe licenses which were issued under the new Kazakh mining code in October 2020. The Beskauga license is held by Dostyk LLP, a Kazakh entity 100% owned by Copperbelt AG (“Copperbelt”), a private mineral exploration company registered in Switzerland with which Arras has the Beskauga Option Agreement. Pursuant to the Beskauga Option Agreement, Arras has the exclusive right and option (the “Beskauga Option”) to acquire Copperbelt’s right, title and 100% interest in the Beskauga property. The Ekidos and Stepnoe licenses are held by Ekidos LLP, which is 100% controlled by Arras.

On May 20, 2021, Ekidos LLP entered into the Maikain Joint Venture Agreement (the “Maikain JV Agreement”) with Orogen LLP, a company incorporated under the laws of Kazakhstan, in connection with, among other things, mineral license applications for, and further exploration and evaluation of, certain properties in an area of interest, including the Akkuduk, Nogurbek, Maisor, Elemes and Aktasty properties located in Kazakhstan. The exploration license for the Akkuduk property was granted on February 2, 2021. The exploration license for the Nogurbek property was granted on August 20, 2021. The exploration license for the Maisor property was granted on October 22, 2021. The exploration license for the Elemes property was granted on January 14, 2022. The exploration license for Aktasty was granted on March 18, 2022.

Arras commenced an exploration program in the second calendar quarter of 2021 on the Beskauga Property. This involved a geological mapping and a sampling program of key select areas, as well as a diamond drilling program targeting extensions to the known mineralization. The exploration program’s design was determined based on historical geological information in the area and an airborne geophysics program that was completed in April 2021.

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ARRAS MINERALS CORP.

Management Discussion and Analysis

For the three and six months ended April 30, 2022 and the period from February 5, 2021 (inception) to April 30, 2021

(Expressed in United States Dollars, except as noted)

Final geophysical products for the airborne magnetic survey were received in July 2021 and confirmed a 300m x 300m “bulls-eye” magnetic high that had been previously identified with a ground magnetic survey completed in 2012. A lower magnetic response surrounds the bulls-eye magnetic high which is interpreted to be an alteration halo around an intrusion. The Beskauga deposit sits on the eastern margin of the interpreted intrusion and the alteration halo. Only 30% of this margin has been tested with drilling.

The Company’s current exploration program to December 31, 2022 is focused on upgrading the existing resource as well as test the wider area that has not yet been drilled. Specifically, the program contemplates the inclusion of:

·	a 30,000-meter exploration drill program in the<br>immediate area to fully test the entire mineralizing system at Beskauga;
·	collection of multi-element litho-geochemical<br>data and hyperspectral data from a selection of historical pulps and drill core and, on this basis, design of routine analytical protocol<br>for all additional drilling;
---	---
·	relogging of select drill core, including detailed<br>alteration and vein-type and density logging, and development of a standard operating procedure for logging to optimize data collection<br>and understanding in a porphyry-epithermal system;
---	---
·	review and re-processing of induced polarization<br>and magnetic data collected by Copperbelt;
---	---
·	a comprehensive density testing program to confirm<br>the density value used in the Beskauga Property Mineral Resource estimate;
---	---
·	completion of additional infill drilling to improve<br>definition of the geology and mineralization and to support improved classification of additional Mineral Resources to the Measured or<br>Indicated classification;
---	---
·	integration of geological, structural, alteration,<br>and litho-geochemical and hyperspectral studies to support an improved understanding of deposit architecture, an improved three-dimensional<br>(3D) geological model, and an initial geometallurgical domain model to guide additional metallurgical sampling;
---	---
·	additional metallurgical test work on both the<br>copper and gold mineralization to confirm recovery and comminution parameters and deleterious element mitigation, with sample selection<br>based on geometallurgical domains;
---	---
·	follow up on regional targets with geophysics<br>and prospect drilling;
---	---
·	detail power and water sources requirements,<br>and begin all permitting processes; and
---	---
·	addressing any other gaps to be filled to advance<br>the project towards a Mineral Resource update and preliminary feasibility study.
---	---

These items are expected to be carried out concurrently as a single phase of work, subject to obtaining sufficient financing.

Resource Estimation

The table below summarizes the updated resource estimate at the Beskauga Project:

Mineral Resource Estimate for the Beskauga Deposit

Category	Tonnage (Mt)	Cu (%)	Au (g/t)	Ag (g/t)
Indicated	111.2	0.30	0.49	1.34
Inferred	92.6	0.24	0.50	1.14

According to the NI 43-101 Technical Report dated February 20, 2022 for the Beskauga Project in Pavlodar Region, north-eastern Kazakhstan, all Mineral Resources were updated by Mr. David Underwood, B.Sc. (Hons) Registered Professional Natural Scientist, South Africa Council for Natural Scientific Professions Pr. Sci. Nat. No.400323/11 and Mr. Matthew Dumala, P. Eng. as Independent Qualified Persons “Qualified Persons” defined under National Instrument 43-101 standards.

Exploration and Evaluation Assets

On March 19, 2021, pursuant to an asset purchase agreement with Silver Bull, on that date a majority shareholder (88% interest) and related party, Silver Bull transferred all of its rights, title and interest in and to the Beskauga Option Agreement, as described in Note 5 of the condensed interim consolidated financial statements for the three and six months ended April 30, 2022. The consideration payable by the Company to Silver Bull was $1,367,668, paid through the issuance of 36,000,000 Common Shares.

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ARRAS MINERALS CORP.

Management Discussion and Analysis

For the three and six months ended April 30, 2022 and the period from February 5, 2021 (inception) to April 30, 2021

(Expressed in United States Dollars, except as noted)

The fair value of the assets at the date of transfer was as follows:

Mineral properties	$	327,690
Mining equipment		45,647
Computer equipment and software		9,331
Loans to Ekidos LLP		985,000
Net assets acquired	$	1,367,668

Under the terms of the Beskauga Option Agreement, the exploration expenditure requirements and incurred are summarized as follows:

Period	Annual Expenditure Required	Cumulative Expenditure Required	Annual Expenditure Incurred	Cumulative Expenditure<br><br> <br>Incurred
By January 26, 2022 (1 year from Closing Date)	$2 million	$2 million	$3.59 million (met)	$3.59 million (met)
By January 26, 2023 (2 years from Closing Date)	$3 million	$5 million	$0.50 million	$4.09 million
By January 26, 2024 (3 years from Closing Date)	$5 million	$10 million	n/a	$4.09 million
By January 26, 2025 (4 years from Closing Date)	$5 million	$15 million	n/a	$4.09 million

As of April 30, 2022, approximately $4.09 million of the required expenditures have been incurred under the Beskauga Option Agreement via investment agreements with Dostyk LLP, the holder of the Beskauga exploration license, and expenditures incurred by Ekidos LLP in relation to the Stepnoe and Ekidos properties.

In addition, the Beskauga Option Agreement provides that subject to its terms and conditions, the Company may be obligated to make the following bonus payments (collectively, the “Bonus Payments”) to Copperbelt if the Beskauga Main Project or the Beskauga South Project is the subject of a bankable feasibility study prepared in compliance with National Instrument 43-101 (“NI 43-101”) indicating gold equivalent resources in the amounts set forth below, with (i) (A) 20% of the Bonus Payments payable after completion of the bankable feasibility study or after the mineral resource statement is finally determined and (B) the remaining 80% of the Bonus Payments due within 15 business days of commencement of on-site construction of a mine for the Beskauga Main Project or the Beskauga South Project, as applicable, and (ii) up to 50% of the Bonus Payments payable in shares of Silver Bull common stock to be valued at the 20-day volume-weighted average trading price of the shares on the Toronto Stock Exchange calculated as of the date immediately preceding the date such shares are issued:

Gold equivalent resources	Cumulative Bonus Payments (US$)
Beskauga Main Project
3,000,000 ounces	$2,000,000
5,000,000 ounces	$6,000,000
7,000,000 ounces	$12,000,000
10,000,000 ounces	$20,000,000
Beskauga South Project
2,000,000 ounces	$2,000,000
3,000,000 ounces	$5,000,000
4,000,000 ounces	$8,000,000
5,000,000 ounces	$12,000,000

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ARRAS MINERALS CORP.

Management Discussion and Analysis

For the three and six months ended April 30, 2022 and the period from February 5, 2021 (inception) to April 30, 2021

(Expressed in United States Dollars, except as noted)

Pursuant to the Separation and Distribution Agreement, Arras may, in its sole discretion, seek the consent of the other parties to the Beskauga Option Agreement to make certain amendments thereto such that the Bonus Payments that Arras or its affiliate may be obligated to pay Copperbelt pursuant to the Beskauga Option Agreement could be satisfied, at the option of Arras, in Common Shares. If Arras is not successful in obtaining such consents, Silver Bull will agree to use commercially reasonable efforts to enter into an arrangement with Arras providing for (i) the issuance of Silver Bull common stock to Copperbelt upon (A) Arras becoming obligated to make the Bonus Payments and (B) Arras electing to pay a portion of such Bonus Payments in Silver Bull common stock in accordance with the Beskauga Option Agreement and (ii) a payment by Arras to Silver Bull in consideration for the issuance by Silver Bull of Silver Bull common stock to Copperbelt.

Pursuant to the Beskauga Option Agreement, the bankable feasibility study (i) must be a detailed report prepared in compliance with NI 43-101, in form and substance sufficient for presentation to arm’s length institutional lenders considering project financing, showing the feasibility of placing any part of the Beskauga Property into commercial production as a mine, and (ii) must include a reasonable assessment of the various categories of mineral reserves and their amenability to metallurgical treatment, a complete description of the work, equipment and supplies required to bring such part of the Beskauga Property into commercial production and the estimated cost thereof, a description of the mining methods to be employed and a financial appraisal of the proposed operations. As noted above, the feasibility study must be prepared in compliance with NI 43-101 and the accompanying definition of “feasibility study” prescribed by the CIM.

Acquisition of Ekidos Minerals LLP

On February 3, 2022, the Company purchased 100% of the issued and outstanding shares of Ekidos LLP. Total consideration was $1,000 cash. Ekidos LLP is in the business of the exploration and evaluation of mineral properties in Kazakhstan.

The following table summarizes the preliminary purchase price allocation:

Purchase price:
Cash	$	1,000
Total consideration		1,000
Net assets acquired:
Cash		34,050
Other receivables		371,294
Prepaid expenses		577,551
Inventory		309
Office and equipment		44,938
Mineral properties		4,383,656
Accounts payable and accrued liabilities		(95,798	)
Loans payable to Arras		(5,315,000	)
Total net assets acquired	$	1,000

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ARRAS MINERALS CORP.

Management Discussion and Analysis

For the three and six months ended April 30, 2022 and the period from February 5, 2021 (inception) to April 30, 2021

(Expressed in United States Dollars, except as noted)

Mineral Property

As of April 30, 2022, a balance of $5,035,259 is recorded as mineral property assets. This balance primarily consists of $327,690 in relation to the acquisition of the Beskauga Option Agreement and other Kazakh assets from Silver Bull in March 2021, $323,913 in relation to the issuance of Common Shares as a finder’s fee for the introduction of the owners of the Beskauga project to the Company and $4,383,656 in relation to the acquisition of Ekidos LLP on February 3, 2022.

Balance, February 5, 2021	$	—
Pursuant to asset purchase agreement		327,690
Common shares issued to finder		323,913
Balance, October 31, 2021	$	651,603
Acquisition of Ekidos LLP		4,383,656
Balance, April 30, 2022	$	5,035,259

Explorationand Related Costs

A summary of the material components of the Company’s exploration expenses during the three and six months ended April 30, 2022 and the period from February 5, 2021 (date of incorporation) to October, 2021 are as follows:

	For the three months ended April 30, 2022		For the six months ended April 30, 2022		For the period from February 5, 2021 to April 30, 2021
Drilling and sampling	$	1,062,174		1,062,174	$	—
Personnel		221,476		358,928		22,950
Professional services		36,418		61,995		—
Site operation		72,791		81,414		—
Stock-based compensation		28,838		69,849		48,007
Travel		12,153		23,600		10,847
Depreciation		14,756		22,328		—
Other		—		13,595		—
Total Exploration and Related Costs	$	1,448,568	$	1,693,883	$	81,804

Arras incurred $1,448,568 and $1,693,883 for the three and six months period ended April 30, 2022 and $81,804 for the period from inception on February 5, 2022 to April 30, 2021 in exploration expenditure, respectively. These were mainly due to drilling and sampling costs, geological experts’ costs, stock-based compensation to contractors, travel costs and other exploration activities relating to the commencement of the exploration program at Beskauga, in relation to the Beskauga Option Agreement.

CorporateGeneral and Administrative Expenses

A summary of the material components of the Company’s general and administrative expenses during the three and six months ended April 30, 2022 and the period from February 5, 2021 (date of incorporation) to April 30, 2021 are as follows:

	For the three months ended April 30, 2022		For the six months ended April 30, 2022		For the period from February 5, 2021 to April 30, 2021
Directors’ fees	$	24,293	$	105,089	$	13,487
Directors’ fees – stock-based compensation		55,784		61,704		127,066
Office and administrative		36,401		73,235		12,281
Marketing and shareholders’ communication		48,603		58,760		—
Personnel		185,498		387,859		70,773
Personnel – stock-based compensation		62,910		136,619		130,803
Professional services		95,300		192,681		156,098
Total Corporate Costs	$	508,789	$	1,015,947	$	510,508

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ARRAS MINERALS CORP.

Management Discussion and Analysis

For the three and six months ended April 30, 2022 and the period from February 5, 2021 (inception) to April 30, 2021

(Expressed in United States Dollars, except as noted)

Stock-based compensation expense was a factor in the fluctuations in general and administrative expenses. $118,694 and $241,708in stock-based compensation expense is included in general and administrative expense for the three and six months ended April 30, 2022 compared to $257,869 in stock-based compensation expense for the period from February 5, 2021 to April 30, 2021.

Foreign currency exchange gain (loss) was $3,414 and ($92,847) in the three and six months ended April 30, 2022, respectively, compared to foreign currency exchange gain of $34,078 in the period from February 5, 2021 to April 30, 2021. The foreign currency exchange loss in the six months ended April 30, 2022 was the result of the depreciation of the $CDN. The foreign currency exchange gain in the period from February 5, 2021 to April 30, 2021 was the result of the appreciation of the $CDN.

Exploration and evaluation assets

On January 26, 2022, the Company satisfied the first-year exploration expenditure commitment under the Beskauga Option Agreement through the accumulated exploration expenditure of $3.59 million during the period from February 5, 2021 to January 26, 2022. As of April 30, 2022, the Company incurred $0.5 million for the second-year exploration expenditure commitment under the Beskauga Option Agreement.

During the six months period ended April 30, 2022, the Company completed 5,417 meters of drilling with two diamond drill rigs through its wholly-owned subsidiary, Ekidos LLP.

Share Capital Highlights

During the six monthsended April 30, 2022

During the period endedOctober 31, 2021

On February 5, 2021, the Company issued 100 Common Shares at a price of $0.01 per Common Share for gross proceeds of $1 in connection with the incorporation of the Company.

On March 19, 2021, the Company issued 36,000,000 Common Shares to Silver Bull for gross consideration of $1,367,668 on the asset purchase agreement, as discussed above.

On April 1, 2021, the Company completed a private placement for 5,035,000 Common Shares at a price of $CDN 0.50 per Common Share for gross proceeds of $CDN 2,517,500 ($2,001,352).

On October 21, 2021, the Company completed the initial tranche of a private placement for 6,368,000 Common Shares at a price of $CDN 1.00 per Common Share for gross proceeds of $CDN 6,368,000 ($5,107,282).

On October 25, 2021, pursuant to a finder’s fee agreement, the Company issued 400,000 Common Shares to UMS Project Limited Partnership for the introduction of Copperbelt AG and earning an interest in mineral property licenses from Copperbelt AG located in Kazakhstan.

Subsequent Events

On May 30, 2022, the Company completed a private placement for 1,091,000 common shares at a price of $CDN 1.50 per common share for gross proceeds of $CDN 1,636,500 ($1,186,388). The Company paid finder’s fees totaling $CDN17,700 ($13,772) to an agent with respect to certain purchasers who were introduced by the agent.

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ARRAS MINERALS CORP.

Management Discussion and Analysis

For the three and six months ended April 30, 2022 and the period from February 5, 2021 (inception) to April 30, 2021

(Expressed in United States Dollars, except as noted)

Summary of SELECTED HIGHLIGHTS Of quarterly information

The following table contains quarterly information of the Company from the date its incorporation on February 5, 2021:

	April<br> 30, 2022	January 31, 2022	October 31, 2021	July 31, 2021	February 5, 2021 to April 30, 2021

Balance Sheet
Current assets
Current liabilities
Working capital
Shareholders’ Equity
Operations
Total revenue
Net loss

All values are in US Dollars.

The Company is focused on the exploration and development of the Beskauga Project and does not yet generate any revenue. It is the Company’s policy to capitalize acquisition costs incurred and as such the changes in net income and loss from one period to another depend largely on exploration activities, corporate and administrative expenditure, granting of stock options and the timing of the relevant vesting schedules, which are offset by any other income accrued in the period.

Concurrent with the separation from Silver Bull and acquisition of Ekidos LLP, the Company commenced with building up of human resources, resulting in increased wages, office expenses and share-based compensation from April 2020 onwards.

The decrease in current assets and working capital from the previous quarter was a result of the acquisition of Ekidos LLP. Previously the Company reported a current loan receivable from Ekidos LLP which is now eliminated on consolidation.

LIQUIDITY AND CAPITAL RESOURCES

The net working capital of the Company at April 30, 2022 was $1,713,079 (October 31, 2021: $6,493,934).

For the six months ended April 30, 2022, the Company used $2,258,999 in cash for operating activities. The Company’s cash flows from operations are negative as it is an exploration stage company.

For the six months ended April 30, 2022, the Company used $2,128,337 in cash for investing activities, which included $2,136,500 for loans made to Ekidos LLP prior to it becoming a subsidiary of the Company, $24,887 cash for the purchase of equipment and $1,000 for the acquisition of Ekidos LLP, which was offset by $34,050 cash and cash equivalents acquired from Ekidos LLP acquisition

For the six months ended April 30, 2022, the Company had net cash provided by financing activities of $2,794,363, which was from private placements in November and December of 2021 and it was offset by $13,211 repayment of lease liability

Liquidity Outlook

At present, the Company’s operations do not generate cash inflows and its financial success is dependent on management’s ability to discover economically viable mineral deposits and raise cash through financings. The mineral exploration process can take many years and is subject to factors that are beyond the Company’s control.

As of April 30, 2022, the Company had incurred approximately $4.09 million of the required expenditures and has an additional $10.91 million in exploration expenditure requirements by January 26, 2025 under the Beskauga Option Agreement, as detailed in the “Discussion of Operations” section.

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ARRAS MINERALS CORP.

Management Discussion and Analysis

For the three and six months ended April 30, 2022 and the period from February 5, 2021 (inception) to April 30, 2021

(Expressed in United States Dollars, except as noted)

In order to finance the Company’s operations, future exploration programs, make payments and undertake expenditures to maintain the effectiveness of the Beskauga Option and to cover administrative and overhead expenses, the Company will need to raise funds through equity sales, from the exercise of convertible securities, debt, deferral of payments to related parties, or other forms of raising capital. Many factors influence the Company’s ability to raise funds, including the health of the resources market, the climate for mineral exploration investment, the Company’s track record, and the experience and caliber of its management. Actual funding requirements may vary from those planned due to a number of factors, including the progress of exploration activities. Management believes it will be able to raise equity capital as required in the short and long term but recognizes that there will be risks involved which may be beyond its control.

Going Concern

The Company’s condensed interim consolidated financial statements are prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at April 30, 2022, the Company has not yet achieved profitable operations. This condition indicates the existence of a material uncertainty which may cast significant doubt about the Company’s ability to continue as a going concern. The continuing operations of the Company are dependent upon obtaining necessary financing to meet the Company’s commitments as they come due and to finance the Company’s operations, future exploration programs, make payments and undertake expenditures to maintain the effectiveness of the Beskauga Option and to cover administrative and overhead expenses. Failure to continue as a going concern would require that assets and liabilities be recorded at their liquidation values, which might differ significantly from their carrying values. The condensed interim consolidated financial statements of the Company for the six-month period ended April 30, 2022 do not include adjustments that would be necessary should the Company be unable to continue as a going concern. These adjustments could be material.

In March 2020 the World Health Organization declared coronavirus (“COVID-19”) a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds.

OFF- BALANCE SHEET TRANSACTIONS

The Company has no off-balance sheet arrangements as at April 30, 2022 or at the date of this MD&A.

RELATED PARTY TRANSACTIONS

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers.

At April 30, 2022, and October 31, 2021, accounts payable and accrued liabilities contained the following amounts due to related parties:

	April<br> 30, 2022		October<br> 31, 2021
CEO<br> (1)	$	—	$	26,427
President<br> (2)		207		10,685
CFO<br> (3)		989		21,782
Directors’<br> fees (4)		19,826		10,903
Directors’<br> fees (4)		11,787		12,036
Directors’<br> fees (4)		10,366		11,990
Directors’<br> fees (4)		1,954		10,403
Directors’<br> fees (4)		3,086		—
Total	$	48,215	$	104,226

(1) Includes a bonus accrual.

(2) Includes management fees and expense reimbursements.

(3) Includes a bonus accrual and expense reimbursements.

(4) For directors’ fees and expense reimbursements.

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ARRAS MINERALS CORP.

Management Discussion and Analysis

For the three and six months ended April 30, 2022 and the period from February 5, 2021 (inception) to April 30, 2021

(Expressed in United States Dollars, except as noted)

During the six months ended April 30, 2022, expenses totalling $244,450 were incurred by Silver Bull on the Company’s behalf pursuant to the Separation and Distribution Agreement, which provides for a framework for the relationship between the parties during and after the Distribution. If specific identification of expenses is not practicable, a proportional cost allocation based on management’s estimation is applied. As at April 30, 2022, $7,547 due from related party consists of receivable from Silver Bull for rent expenses (October 31, 2021: $2,808 due from Silver Bull). The balance of due from and due to related party is interest free and is to be repaid on demand.

Pursuant to the Separation and Distribution Agreement, Silver Bull agreed to continue to incur the salaries of its employees and other office-related overhead costs and charge Arras for a portion of these costs on a pro-rata cost-recovery basis until the earlier of (i) the date on which Arras’ common shares are listed on a stock exchange or (ii) December 31, 2021. In February, 2022, the Company entered into an employment or consulting agreement, effective January 1, 2022, with each member of the senior management team.

	April 30, 2022			For the period from February 5, 2021 to April 30, 2021
Directors’ fees	$	8,998		$	8,903
Personnel		217,930			84,951
Office and administrative		25,435			7,302
Office rent reimbursement		(7,913	)		—
	$	244,450		$	101,156

During the six months ended April 30, 2022, the Company paid or accrued the following amounts to officers, directors or companies controlled by officers and/or directors:

	April 30, 2022
Share-based payment	$	260,653
CEO		107,769
President		118,757
CFO		69,766
Directors’ fees		32,572
Directors’ fees		11,787
Directors’ fees		10,811
Directors’ fees		5,862
Directors’ fees		2,142
	$	620,119

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ARRAS MINERALS CORP.

Management Discussion and Analysis

For the three and six months ended April 30, 2022 and the period from February 5, 2021 (inception) to April 30, 2021

(Expressed in United States Dollars, except as noted)

PROPOSED TRANSACTIONS

The Company has no proposed transactions that have not been disclosed herein as at April 30, 2022 or at the date of this MD&A.

Financial InstRuments and Capital Risk Management

The Company provides information about its financial instruments measured at fair value at one of three levels according to the relative reliability of the inputs used to estimate the fair value:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Company’s financial instruments consist of cash and cash equivalents, other receivables, accounts payables and accrued liabilities and due from related party. The carrying values of these financial instruments approximate their respective fair values due to the term of these instruments.

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

Credit risk

The Company’s primary exposure to credit risk is its cash and cash equivalents of $2,113,974 at April 30, 2022. With cash and cash equivalents on deposit with reputable financial institutions, it is management’s opinion that the Company is not exposed to significant credit risks arising from the financial instruments.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. As at April 30, 2022, the Company has current liabilities totaling $578,366 and cash and cash equivalents of $2,113,974, and is not exposed to significant liquidity risk at this time. However, since the Company is in the exploration stage, it will periodically have to raise funds to continue operations and intends to raise further financing through private placements.

Market risk

Market risk is the risk that changes in market prices such as commodity prices, foreign exchange rates and interest rates will affect the Company’s income. The objective of market risk management is to manage and control market risk exposure within acceptable parameters. The Company does not use derivative instruments to reduce its insignificant exposure to market risks.

Commodity Price Risk

SIGNIFICANT ACCOUNTINGPOLICIES AND ESTIMATION UNCERTAINTY

The preparation of financial statements requires management to establish accounting policies, estimates and assumptions that affect the timing and reported amounts of assets, liabilities, revenues and expenses. These estimates are based on historical experience and on various other assumptions that management believes to be reasonable under the circumstances and require judgment on matters which are inherently uncertain. Details of the Company’s significant accounting policies can be found in note 3 of the condensed interim consolidated financial statements for the six-month period ended April 30, 2022.

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ARRAS MINERALS CORP.

Management Discussion and Analysis

For the three and six months ended April 30, 2022 and the period from February 5, 2021 (inception) to April 30, 2021

(Expressed in United States Dollars, except as noted)

OUTSTANDING SHARE CAPITAL

The Company’s authorized share capital consists of an unlimited number of Common Shares without par value. As of the date of this MD&A, the company had 52,566,150 Common Shares, 5,160,000 stock options and 1,971,289 SVB warrants issued and outstanding.

QUALIFIEDPERSON AND INFORMATION CONCERNING ESTIMATES OF MINERAL PROJECTS

All of the scientific and technical information contained in this MD&A has been reviewed and/or approved by Tim Barry, CEO and Director of Arras Minerals Corp., a Chartered Professional Geologist (MAusIMM CP Geo) with the Australasian Institute of Mining and Metallurgy and a “Qualified Person” for the purposes of National Instrument 43-101 - Standards of Disclosure for Minerals Projects.

Risks and uncertainties

The Company’s business, operations and future prospects are subject to significant risks. For details of these risks, refer to the risk factors set forth in the Company’s final long form prospectus (“Final Long Form Prospectus”), filed on SEDAR on May 31, 2022.

Management is not aware of any significant changes to the risks identified in the Final Long Form Prospectus. Such risk factors could materially affect the Company’s business, operations, prospects and share price and could cause actual events to differ materially from those described in forward-looking statements relating to the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair the business, operations, prospects and share price of the Company. If any of the risks actually occur, the business of the Company may be harmed, and its financial condition and results of operations may suffer significantly.

FORWARD-LOOKING STATEMENTS

Certain statements, other than statements of historical fact, contained in this MD&A constitute “forward-looking information” within the meaning of certain securities laws, including the Securities Act (British Columbia) and are based on expectations, estimates and projections as of the date on which the statements are made in this MD&A. Forward-looking statements include, without limitation, statements with respect to:

·	The sufficiency of our existing cash resources<br>to enable us to continue our operations as a going concern;
·	Future exploration expenditures on the Beskauga<br>Property, the potential exercise of the Beskauga Option and potential bonus payments under the Beskauga Option Agreement;
---	---
·	The prospects of entering the development or<br>production stage with respect to the Beskauga Project;
---	---
·	Our planned activities at the Beskauga Project<br>in 2022 and beyond;
---	---
·	Our ability to obtain and hold additional concessions<br>in the Beskauga Project area;
---	---
·	The timing, duration and overall impact of the<br>novel coronavirus (“COVID-19”) pandemic on the Company’s business;
---	---
·	The timing of the Listing, including the fulfillment<br>of the Listing requirements and future use of funds.
---	---
·	The sufficiency of our surface rights in respect<br>of the Beskauga Property if a mining operation is determined to be feasible;
---	---
·	The potential acquisition of additional mineral<br>properties or property concessions;
---	---
·	The impact of recent accounting pronouncements<br>on our financial position, results of operations or cash flows and disclosures;
---	---
·	Our ability to raise additional capital and/or<br>pursue additional strategic options, and the potential impact on our business, financial condition and results of operations of doing<br>so or not; and
---	---
·	The impact of changing foreign currency exchange<br>rates on our financial condition.
---	---

The words “plans”, “expects”, “scheduled”, “budgeted”, “projected”, “estimated”, “timeline”, “forecasts”, “anticipates”, “suggests”, “indicative”, “intend”, “guidance”, “outlook”, “potential”, “prospects”, “seek”, “strategy”, “targets” or “believes”, or variations of such words and phrases or statements that certain future conditions, actions, events or results “will”, “may”, “could”, “would”, “should”, “might” or “can”, or negative versions thereof, “be taken”, “occur”, “continue” or “be achieved”, and other similar expressions, identify forward-looking statements. Forward-looking statements are necessarily based upon management’s perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by management as of the date on which the statements are made in this MD&A, are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in the forward-looking statements ultimately being incorrect.

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ARRAS MINERALS CORP.

Management Discussion and Analysis

For the three and six months ended April 30, 2022 and the period from February 5, 2021 (inception) to April 30, 2021

(Expressed in United States Dollars, except as noted)

In addition to the various factors and assumptions set forth in this MD&A, the material factors and assumptions used to develop the forward-looking information include, but are not limited to:

·	the future prices of metals and other commodities;
·	the current COVID-19 pandemic will not have a<br>material adverse effect on the Company;
---	---
·	the ability to raise any necessary additional<br>capital on reasonable terms to advance exploration and development of the Beskauga Project;
---	---
·	the demand for and stable or improving price<br>of metals and other commodities;
---	---
·	general business and economic conditions will<br>not change in a material adverse manner;
---	---
·	the Company’s ability to procure equipment<br>and operating supplies in sufficient quantities and on a timely basis;
---	---
·	the geology of the Beskauga Project as described<br>in the Beskauga Technical Report;
---	---
·	the accuracy of budgeted exploration costs and<br>expenditures;
---	---
·	future currency exchange rates and interest rates;
---	---
·	operating conditions being favourable such that<br>the Company is able to operate in a safe, efficient and effective manner;
---	---
·	the Company’s ability to attract and retain<br>skilled personnel and directors;
---	---
·	political and regulatory stability;
---	---
·	the receipt of governmental, regulatory and third-party<br>approvals, licenses and permits on favourable terms;
---	---
·	obtaining required renewals for existing approvals,<br>licenses and permits on favourable terms;
---	---
·	requirements under applicable laws;
---	---
·	sustained labour stability;
---	---
·	stability in financial and capital markets; and
---	---
·	availability of equipment.
---	---

By its nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. Known and unknown risk factors, many of which are beyond the control of the Company, could cause actual results to differ materially from the forward-looking information in this MD&A. Such factors, without limitation, the following, which are discussed in greater detail in the “Risk Factors” section of the Final Long Form Prospectus:

·	our ability to continue as a going concern;
·	the lack of an existing public market for our<br>Common Shares;
---	---
·	some or all of the expected benefits of the Spin<br>Out may not be achieved;
---	---
·	we are uncertain that we will be able to maintain<br>sufficient cash to accomplish our business objectives;
---	---
·	our exploration activities require significant<br>amounts of capital that may not be recovered;
---	---
·	our ability to meet our current and future capital<br>requirements on favorable terms or at all;
---	---
·	risks relating to the results of future exploration<br>at the Beskauga Property and our ability to raise the capital for exploration expenditures on the Beskauga Property to maintain the effectiveness<br>of the Beskauga Option;
---	---
·	our operations may be disrupted, and our financial<br>results may be adversely affected, by global outbreaks of contagious diseases, including the COVID-19 pandemic;
---	---
·	we are an exploration stage mining company with<br>no history of operations;
---	---
·	we have no commercially mineable ore body;
---	---
·	the reliability of our Mineral Resource estimates;
---	---
·	our ability to acquire additional mineral properties<br>or property concessions;
---	---
·	inherent risks in the mineral exploration industry;
---	---
·	risks relating to fluctuations of metal prices;
---	---
·	risks relating to competition in the mining industry;
---	---

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ARRAS MINERALS CORP.

Management Discussion and Analysis

For the three and six months ended April 30, 2022 and the period from February 5, 2021 (inception) to April 30, 2021

(Expressed in United States Dollars, except as noted)

·	risks relating to the title to our properties;
·	risks relating to our option and joint venture<br>agreements;
---	---
·	risks associated with joint ventures;
---	---
·	our ability to obtain required permits;
---	---
·	timing of receipt and maintenance of government<br>approvals;
---	---
·	compliance with laws is costly and may result<br>in unexpected liabilities;
---	---
·	our success depends on developing and maintaining<br>relationships with local communities and other stakeholders;
---	---
·	risks relating to social and environmental activism;
---	---
·	risks relating to evolving corporate governance<br>and public disclosure regulations;
---	---
·	risks relating to foreign operations;
---	---
·	risks relating to worldwide economic and political<br>events;
---	---
·	risk of political and economic instability in<br>Kazakhstan;
---	---
·	our financial condition could be adversely affected<br>by changes in currency exchange rates;
---	---
·	risks relating our “foreign private issuer”<br>status;
---	---
·	risks relating to our possible status as a passive<br>foreign investment company;
---	---
·	risks relating to volatility in our share value;
---	---
·	further equity financings leading to the dilution<br>of our Common Shares;
---	---
·	our Common Shares continuing not to pay dividends;
---	---
·	risks relating to information systems and cybersecurity;
---	---
·	our ability to retain key management, consultants<br>and experts necessary to successfully operate and grow our business;
---	---
·	our overlapping officers and directors with Silver<br>Bull may give rise to conflicts of interest;
---	---
·	our reliance on international advisors and consultants;
---	---
·	risks relating to changes in tax laws; and
---	---
·	risks relating to changes in regulatory frameworks<br>or regulations affecting our activities.
---	---

These risk factors are not intended to represent a complete list of the factors that could affect the Company and investors are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements.

There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

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Exhibit 99.3

Form 52-109FV2

Certificationof Interim Filings Venture Issuer Basic Certificate

I, Timothy Barry, Chief Executive Officer of Arras Minerals Corp. certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the<br> “interim filings”) of Arras Minerals Corp. (the “issuer”) for<br>the interim period ended April 30, 2022.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence,<br> the interim filings do not contain any untrue statement<br> of a material fact or omit to state a material fact required to be stated or that is necessary<br> to make a statement not misleading in light of the circumstances under which it was made,<br> with respect to the period covered by the interim filings.
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim<br> financial report together with the other financial information included in the interim filings<br> fairly present in all material respects the financial condition, financial performance and<br> cash flows of the issuer, as of the date of and for the periods presented in the interim<br> filings.
---	---

Date: June 28, 2022

(signed) “Timothy Barry”

Timothy Barry

Chief Executive Officer

Arras Minerals Corp.

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
---	---

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation

Exhibit 99.4

Form 52-109FV2

Certificationof Interim Filings Venture Issuer Basic Certificate

I, Christopher Richards, Chief Financial Officer of Arras Minerals Corp. certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the<br> “interim filings”) of Arras Minerals Corp. (the “issuer”) for<br>the interim period ended April 30, 2022.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence,<br> the interim filings do not contain any untrue statement<br> of a material fact or omit to state a material fact required to be stated or that is necessary<br> to make a statement not misleading in light of the circumstances under which it was made,<br> with respect to the period covered by the interim filings.
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim<br> financial report together with the other financial information included in the interim filings<br> fairly present in all material respects the financial condition, financial performance and<br> cash flows of the issuer, as of the date of and for the periods presented in the interim<br> filings.
---	---

Date: June 28, 2022

(signed) “Chrsitopher Richards”

Christopher Richards

Chief Financial Officer

Arras Minerals Corp.

NOTE TO READER

i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
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