6-K - QZMRF - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

As at March 29, 2021

Commission File Number: 000-15490

QUARTZ MOUNTAIN RESOURCES LTD.

(Translation of registrant’s name into English)

1500 - 1040 W Georgia Street, Vancouver, BC, V6E 4H1

(Address of principal executive offices)

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

[X] Form 20-F [ ] Form 40-F

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): [ ]

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): [ ]

SUBMITTED HEREWITH

Exhibits

99.1	Condensed<br>Consolidated Interim Financial Statements for the three<br>and six<br>months ended January 31, 2021 and 2020
99.2	Management’s<br>Discussion and Analysis for the three and six months<br>ended January 31, 2021 and 2020
99.3	Form<br>52-109FV2 Certification of Interim Filings Venture Issuer Basic<br>Certificate - CEO
99.4	Form<br>52-109FV2 Certification of Interim Filings Venture Issuer Basic<br>Certificate - CFO

For The Three And Six Months Ended January 31, 2021 And 2020

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.

	Quartz Mountain Resources Ltd.
	(Registrant)
Date:<br>March 29, 2021	By:	/s/ Sebastian Tang
	Name:	Sebastian Tang
	Title:	Chief<br>Financial Officer

qzm_ex991

Exhibit 99.1

QUARTZ MOUNTAIN RESOURCES LTD.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2021 AND 2020

(Unaudited - Expressed in Canadian Dollars)

NOTICE TO READERS

In accordance with subsection 4.3(3) of National Instrument 51-102, management of the Company advises that the Company's auditors have not performed a review of these condensed consolidated interim financial statements.

QUARTZ MOUNTAIN RESOURCES LTD.<br><br><br>CONSOLIDATED STATEMENTS OF FINANCIAL POSITION<br><br><br>(Unaudited -<br>Expressed in Canadian Dollars)
		January<br>31,	(Audited)<br><br><br>July<br>31,
---	---	---	---
	Note	2021	2020
Assets
Current assets<br>Cash		$60,331	$206,529
Amounts receivable<br>and other assets	3	14,608	12,029
		74,939	218,558
Non-current<br>assets
Mineral property<br>interests	4	1	1
Total<br>assets		$74,940	$218,559
Liabilities<br>and Shareholders' Equity
Current<br>liabilities<br><br><br>Amounts payable and<br>other liabilities	6	$11,384	$4,176
Due to related<br>parties	7(a) &<br>(b)	7,775	75,832
Total<br>liabilities		19,159	80,008
Shareholders'<br>equity
Share<br>capital	5(a)	27,213,442	27,158,423
Reserves		592,011	592,011
Accumulated<br>deficit		(27,749,672)	(27,611,883)
Total shareholders'<br>equity		55,781	138,551
Total liabilities<br>and shareholders' equity		$74,940	$218,559

Nature and continuance of operations (note 1) Event after the reporting date (note 9)

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

/s/ Trevor Thomas	/s/ Leonie Tomlinson
Trevor<br>Thomas	Leonie<br>Tomlinson
Director	Director

QUARTZ MOUNTAIN RESOURCES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Unaudited - Expressed in Canadian Dollars, except for weighted average number of common shares)

		Three months<br>ended January 31,		Six months ended<br>January 31,
	Note	2021	2020	2021	2020
Expenses
Exploration and<br>evaluation		$3,628	$–	$59,920	$–
Assays and<br>analysis		2,779	–	4,769	–
Geological		–	–	11,200	–
Helicopter and<br>fuel		–	–	29,520	–
Site<br>activities		849	–	13,252	–
Travel and<br>accommodation		–	–	1,179	–
		39,251	64,454	78,946	108,779
Administrative<br>fees	7(a)	11,438	19,984	21,043	34,742
Insurance		7,995	–	15,990	–
IT<br>Services		3,000	–	6,000	–
Legal, accounting<br>and audit		8,964	9,613	18,276	17,113
Office and<br>miscellaneous		805	14,508	1,127	26,793
Regulatory, trust<br>and filing		7,049	20,349	16,510	30,131
Operating<br>expenses		(42,879)	(64,454)	(138,866)	(108,779)
Other<br>items
Interest<br>income		250	9	720	326
Interest<br>expense		–	(2,636)	–	(5,210)
Foreign exchange<br>gain (loss)		–	(159)	357	(437)
Gain on settlement<br>of debt	7(b)	–	2,779,882	–	2,779,882
Loss<br>and comprehensive loss for the period		$(42,629)	$2,712,642	$(137,789)	$2,665,782
Basic<br>(loss) per common share		$(0.00)	$0.23	$(0.01)	$0.23
Diluted<br>(loss) per common share		$(0.00)	$0.23	$(0.00)	$0.23
Weighted<br>average number of common shares outstanding (note<br>5(c))
Basic		26,677,776	11,841,411	26,514,733	11,841,411
Diluted		39,114,141	11,841,411	39,114,141	11,841,411

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

QUARTZ MOUNTAIN RESOURCES LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREOLDERS' EQUITY (DEFICIENCY)

(Expressed in Canadian Dollars, except for share information)

		Share<br>Capital			Reserves
	Note	Number of<br>shares	Amount	Subscription<br>receipts	Equity-settled<br>share-based payments	Accumulated<br>deficit	Total shareholders'<br>equity (deficiency)
Balance<br>at August 1, 2019		10,041,411	$26,548,981	$–	$592,011	$(30,136,646)	$(2,995,654)
Shares issued for<br>settlement of debt	7(b)	1,800,000	126,000	–	–	–	126,000
Subscription<br>receipts issued		–	–	8,200	–	–	8,200
Loss for the<br>period		–	–	–	–	2,665,782	2,665,782
Balance at January<br>31, 2020		11,841,411	$26,674,981	$8,200	$592,011	$(27,470,864)	$(195,672)
Balance<br>at July 31, 2020		25,477,776	$27,158,423	$–	$592,011	$(27,611,883)	$138,551
Shares issued<br>through exercise of warrants	5(a)	1,200,000	60,000	–	–	–	60,000
Share issuance<br>costs		–	(4,981)	–	–	–	(4,981)
Loss for the<br>period		–	–	–	–	(137,789)	(137,789)
Balance at January<br>31, 2021		26,677,776	$27,213,442	$–	$592,011	$(27,749,672)	$55,781

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

QUARTZ MOUNTAIN RESOURCES LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited - Expressed in Canadian Dollars)

		Six months<br>ended January 31,
	Note	2021	2020
Operating<br>activities
(Loss) for the<br>period		$(137,789)	$2,665,782
Adjusted<br>for:
Interest<br>income		(720)	(326)
Interest<br>expense		–	5,210
Changes in working<br>capital items:
Amounts receivable<br>and other assets		(2,579)	(8,188)
Amounts payable and<br>other liabilities		7,208	25,637
Due to related<br>parties	7(a) &<br>7(b)	(68,057)	(2,769,167)
Net<br>cash used in operating activities		(201,937)	(81,052)
Investing<br>activities
Interest<br>received		720	326
Net<br>cash provided by investing activities		720	326
Financing<br>activities
Proceeds from<br>exercise of warrants	5(a)	60,000	–
Proceeds from<br>related party loan		–	870
Proceeds from<br>private placement		–	8,200
Share issuance<br>costs		(4,981)	–
Net<br>cash provided by financing activities		55,019	9,070
Increase<br>(decrease) in cash		(146,198)	(71,656)
Cash,<br>beginning of the year		206,529	72,373
Cash,<br>end of the period		$60,331	$717

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

QUARTZ MOUNTAIN RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2021 AND 2020

(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

NATURE AND CONTINUANCE OF OPERATIONS

Quartz Mountain Resources Ltd. is a Canadian public company incorporated in British Columbia on August 3, 1982. The Company's corporate office is located at 1040 West Georgia Street, 15th Floor, Vancouver, British Columbia, Canada. The Company most recently focused on evaluating mineral prospects for potential acquisition and exploration in British Columbia. The Company continues to investigate potential opportunities.

These condensed consolidated interim financial statements (the "Financial Statements") of the Company as at and for the three and six months ended January 31, 2021, include Quartz Mountain Resources Ltd. and its subsidiaries (together referred to as the "Company"). Quartz Mountain Resources Ltd. is the ultimate parent entity of the group.

These Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. As at January 31, 2021, the Company had an accumulated deficit of $27,749,672, and has a working capital of $55,780. The Company's continuing operations are dependent upon new projects, the ability of the Company to obtain the necessary financing to complete exploration of any new projects, the ability to obtain the necessary permits to explore, develop, and mine new projects, and the future profitable production of any mine. These material uncertainties raise substantial doubt on the ability of the Company to continue as a going concern.

Additional debt or equity financing will be required to fund acquisition of mineral property interests. There can be no assurance that the Company will be able to obtain additional financial resources or achieve positive cash flows. If the Company is unable to obtain adequate additional financing, it will need to curtail its expenditures further, until additional funds can be raised through financing activities.

These Financial Statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.

Effective May 27, 2020, the Company completed a forward share split (the “Share Split”) on the basis of two additional common shares for every common share outstanding prior to the Share Split. Outstanding warrants were adjusted by the same share split ratio. All references to shares and per share amounts have been retroactively restated to give effect to the Share Split.

COVID-19

Given the ongoing and dynamic nature of the circumstances surrounding the COVID-19 pandemic, it is difficult to predict how significant the impact of COVID-19, including any responses to it, will be on the global economy and the business of the Company or for how long any disruptions are likely to continue. The extent of such impact will depend on future developments, which are highly uncertain, rapidly evolving and difficult to predict, including new information which may emerge about COVID- 19 and additional actions which may be taken to contain it.

QUARTZ MOUNTAIN RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2021 AND 2020

(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

Such developments could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flow, and exposure to credit risk.

The Company is constantly evaluating the situation and monitoring any impacts or potential impacts to its business.

SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these Financial Statements are described below. These policies have been consistently applied for all years presented, unless otherwise stated.

(a)

Statement of compliance

These Financial Statements have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting ("IAS 34"), as issued by the International Accounting Standards Board ("IASB") and its interpretations. Accordingly, they do not include all of the information and note disclosures as required by International Financial Reporting Standards ("IFRS") for annual financial statements.

The accounting policies and methods of computation applied by the Company in these Financial Statements are the same as those applied by the Company in its most recent annual consolidated financial statements filed on the Company's profile on SEDAR at www.sedar.com. These Financial Statements should be read in conjunction with the Company’s financial statements as at and for the year ended July 31, 2020. Results for the period ended January 31, 2021, are not necessarily indicative of future results.

The Company’s Board of Directors authorized issuance of these Financial Statements on March 29, 2021.

(b)

Basis of presentation and consolidation

These Financial Statements have been prepared on a historical cost basis, except for financial instruments measured at fair value. In addition, these Financial Statements have been prepared using the accrual basis of accounting, except for cash flow information.

These Financial Statements include the accounts of the Company and the subsidiaries that it controls. Control is achieved when the Company is exposed to, or has rights to, variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Intercompany balances and transactions including any unrealized income and expenses arising from intercompany transactions are eliminated upon consolidation.

At January 31, 2021 and July 31, 2020, the Company held a 100% interest in QZMG Resources Ltd., a company that holds a 100% interest in Wavecrest Resources Inc.

QUARTZ MOUNTAIN RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2021 AND 2020

(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

(c)

Significant accounting estimates and judgments

The preparation of these Financial Statements in conformity with IAS 34 involved use of judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from such estimates.

In preparing these Financial Statements, significant judgements made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as at and for the year ended July 31, 2020.

AMOUNTS RECEIVABLE AND OTHER ASSETS

	January 31, 2021	July 31, 2020
Sales<br>tax receivable	$1,859	$4,820
Prepaid<br>insurance	12,749	7,209
Total	$14,608	$12,029

MINERAL PROPERTY INTERESTS

	January 31, 2021	July 31, 2020
Angel's<br>Camp royalty	$1	$1

(a)

Angel's Camp Property

The Company retains a 1% net smelter return royalty payable to the Company on any production from the Angel's Camp property located in Lake County, Oregon. The royalty is recorded at a nominal amount of $1. The royalty was sold to an arms-length purchaser in February 2021 (note 9).

CAPITAL AND RESERVES

(a)

Authorized share capital

At January 31, 2021 and January 31, 2020, the authorized share capital of the Company comprised an unlimited number of common shares without par value and an unlimited number of preferred shares without par value.

No preferred shares have been issued to date. All issued common shares are fully paid.

On May 27, 2020, the Company completed the Share Split on the basis of two additional common shares for every common share outstanding prior to the Share Split.

On August 25, 2020, the Company issued 1,200,000 flow-through common shares on the exercise of the warrants at an exercise price of $0.05 for gross proceeds of $60,000.

QUARTZ MOUNTAIN RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2021 AND 2020

(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

(b)

Warrants

The continuity of the warrants during the period ended January 31, 2021 is as follows:

	Number of<br>warrants	Weighted average<br>exercise price ($)
Balance<br>July 31, 2019	–	$–
Granted	–	–
Balance<br>January 31, 2020	–	$–
Balance<br>July 31, 2020	13,636,365	$0.05
Exercised	(1,200,000)	0.05
Balance<br>January 31, 2021	12,436,365	$0.05
The outstanding<br>warrants at January 31, 2021 are as follows:
Expiry<br>Date	Price per<br>share	Warrants<br><br><br>Outstanding
---	---	---
March 26,<br>2025	$0.05	12,436,365

(c)

Basic and Diluted Earnings (Loss)

	January 31,<br>2021	January 31,<br>2020
Weighted average<br>common shares outstanding	26,351,689	11,841,411
Plus net<br>incremental shares from assumed conversions: Warrants	12,762,452	–
Diluted weighted<br>average common shares outstanding	39,114,141	11,841,411

For the periods where the Company records earnings, the Company calculates diluted earnings per share using the basic weighted average number of shares. If the diluted weighted average number of shares was used, the result would be a reduction in the earnings, which would be anti-dilutive.

AMOUNTS PAYABLE AND OTHER LIABILITIES

	January 31, 2021	July 31, 2020
Accounts<br>payable	$11,384	$4,176

QUARTZ MOUNTAIN RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2021 AND 2020

(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

RELATED PARTY BALANCES AND TRANSACTIONS

(a)

Transactions with Key Management Personnel

Key management personnel are those persons that have the authority and responsibility for planning, directing and controlling the activities of the Company, directly and indirectly, and by definition include the directors of the Company.

The Company compensated key management personnel as follows:

	Three months ended January 31,		Six months ended January 31,
	2021	2020	2021	2020
Short-term<br>employee benefits, including salaries	5,075	10,150	8,100	17,825

Short-term employee benefits include salaries, director’s fees, and amounts paid to Hunter Dickinson Services Inc. (“HDSI”) (note 7(b)) for services provided to the Company by certain HDSI personnel who serve as directors or officers of the Company and the fees paid to the new Chief Financial Officer who is independent of HDSI appointed on August 15, 2020.

During the six months ended January 31, 2021, the Company incurred $5,500 for the fees to an entity controlled by the new Chief Financial Officer (January 31, 2020 - $NIL).

As at January 31, 2021, the balance payable to the new Chief Financial Officer was $1,050 (July 31, 2020 - $NIL). The balance was settled in February 2021.

(b)

Entities with Significant Influence over the Company

Hunter Dickinson Inc. (“HDI”) and its wholly-owned subsidiary HDSI are private companies established by a group of mining professionals. HDSI provides services under contracts for a number of mineral exploration and development companies, and also to companies that are outside of the mining and mineral development space. The Company acquires services from a number of related and arms-length contractors, and it is at the Company’s discretion that HDSI provides certain contract services.

The Company’s Chief Executive Officer, President, Chairman, Former Chief Financial Officer, and Corporate Secretary are employees of HDSI and work for the Company under an employee secondment arrangement between the Company and HDSI.

Pursuant to an agreement dated June 1, 2008, HDSI provides certain technical, geological, corporate communications, regulatory compliance, and administrative and management services to the Company, on a non-exclusive basis as needed and as requested by the Company. As a result of this relationship, the Company has ready access to a range of diverse and specialized expertise on a regular basis, without having to engage or hire full-time employees or experts.

The Company is not obligated to acquire any minimum amount of services from HDSI. The monetary amount of the services received from HDSI in a given period of time is a function of annually set and agreed charge-out rates for and the time spent by each HDSI employee engaged by the Company.

QUARTZ MOUNTAIN RESOURCES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2021 AND 2020

(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

HDSI also incurs third-party costs on behalf of the Company. Third- party costs are billed at cost, without markup.

There are no ongoing contractual or other commitments resulting from the Company's transactions with HDSI, other than the payment for services already rendered and billed. The agreement may be terminated upon 60 days' notice by either the Company or HDSI.

The following is a summary of transactions with HDSI that occurred during the reporting period:

	Three months<br>ended		Six months<br>ended
	January<br>31,		January<br>31,
	2021	2020	2021	2020
Services received<br>based on management services agreement	$11,437	$19,984	$21,738	$34,742
Reimbursement of<br>third party expenses paid	2,964	4,825	4,605	8,305
Total	$14,401	$24,809	$26,343	$43,047

Outstanding balances were as follows:

	January<br>31, 2021	July 31,<br>2020
Balance payable to<br>HDSI	$6,725	$75,832

In January 2016, the Company and HDSI reached a settlement agreement whereby HDSI agreed to forgive the balance due to HDSI in the net amount of $3,086,089 if the Company completes the following:

●

makes a cash payment of $180,207; and

●

issues 1,800,000 shares (pre-forward split basis of 600,000 shares) valued at $126,000.

The cash payment of $180,207 was paid during the year ended July 31, 2018 and the shares were issued to HDSI during the year ended July 31, 2020, completing the settlement and resulting in a gain on settlement of debt of $2,779,882 for the fiscal year ended July 31, 2020.

(c)

Related Party Loan

In December 2018, the Company entered into a loan agreement with United Mineral Services Ltd. (the “Lender”), a company owned by a former director, pursuant to which the Lender advanced to the Company a principal sum of $100,000 with a six-month term, at an interest rate of 10% per annum calculated monthly and payable quarterly. The principal amount and related interest were repaid during the year ended July 31, 2020.

OPERATING SEGMENTS

The Company operates in a single reportable operating segment – the acquisition, exploration, and evaluation of mineral property interests. The Company is currently focused on the acquisition and exploration of mineral property interests in Canada. The Company’s only long-term asset is located in the USA.

EVENT AFTER THE REPORTING PERIOD

On February 1, 2021, the Company entered into an agreement for the sale of 100% of the Company’s 1% Net Smelter Return Royalty (the “Royalty”) on the Quartz Mountain Gold Property, located in Oregon for US$150,000 to an arms-length purchaser. This transaction was closed on February 4, 2021. The Company acquired the Royalty when it sold the Quartz Mountain Gold Property to Seabridge Resources Inc. in 2001.

qzm_ex992

Exhibit 99.2

QUARTZ MOUNTAIN RESOURCES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

THREE AND SIX MONTHS ENDED JANUARY 31, 2021

QUARTZ MOUNTAIN RESOURCES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THREE AND SIX MONTHS ENDED JANUARY 31, 2021

TABLE OF CONTENTS

1.1	Date	3
1.2	Overview	3
1.3	Selected<br>Annual Information	5
1.4	Summary<br>of Quarterly Results	5
1.5	Results<br>of Operations and Financial Condition	5
1.6	Liquidity	6
1.7	Capital<br>Resources	7
1.8	Off-Balance<br>Sheet Arrangements	7
1.9	Transactions<br>with Related Parties	7
1.10	Fourth<br>Quarter	8
1.11	Proposed<br>Transactions	8
1.12	Critical<br>Accounting Estimates	8
1.13	Changes<br>in Accounting Policies including Initial Adoption	8
1.14	Financial<br>Instruments and Other Instruments	8
1.15	Other<br>MD&A Requirements	8
1.16	Risk<br>Factors	10

QUARTZ MOUNTAIN RESOURCES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THREE AND SIX MONTHS ENDED JANUARY 31, 2021

1.1

Date

This Management’s Discussion and Analysis ("MD&A") should be read in conjunction with the audited consolidated financial statements (the "Annual Financial Statements") of Quartz Mountain Resources and its subsidiaries ("Quartz Mountain" or the "Company"), for the year ended July 31, 2020, the annual MD&A for the same period, and the unaudited interim condensed consolidated financial statements for the three and six months ended January 31, 2021, as publicly filed under the Company’s profile on SEDAR at www.sedar.com. All dollar amounts herein are expressed in Canadian dollars, unless otherwise specified.

The Company reports in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee (together, "IFRS"). The following disclosure and associated Interim Financial Statements are presented in accordance with IFRS.

This MD&A is prepared as of March 29, 2021. For the purposes of the discussion below, date references refer to calendar year and not the Company's fiscal reporting period.

Cautionary Note to Investors Concerning Forward-looking Statements

This discussion includes certain statements that may be deemed "forward-looking statements.” All statements in this disclosure, other than statements of historical facts, that address permitting, exploration drilling activities and events or developments that the Company expects are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Assumptions used by the Company to develop forward-looking statements include the following: the Company’s projects will obtain all required environmental and other permits and all land use and other licenses, and no geological or technical problems will occur. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploration and exploitation successes, continuity of mineralization, potential environmental issues and liabilities associated with exploration, development and mining activities, uncertainties related to the ability to obtain necessary permits, licenses and title and delays due to third party opposition or litigation, exploration and development of properties located within First Nations treaty and asserted territories may affect or be perceived to affect treaty and asserted aboriginal rights and title, which may cause permitting delays or opposition by First Nation communities, changes in laws and government policies regarding mining and natural resource exploration and exploitation, continued ability of the Company to raise necessary capital, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. The Company reviews its forward-looking statements on an on-going basis and updates this information when circumstances require it.

1.2

Overview

The information comprised in this MD&A relates to Quartz Mountain Resources Ltd. and its subsidiaries. Quartz Mountain Resources Ltd. is the ultimate parent entity of the group.

Page 3

QUARTZ MOUNTAIN RESOURCES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THREE AND SIX MONTHS ENDED JANUARY 31, 2021

Quartz Mountain most recently focused on assessing mineral prospects for potential acquisition and exploration in British Columbia. The Company is currently investigating new potential opportunities.

On February 15, 2019, Robert Dickinson resigned as Executive Chairman and CEO and Rene Carrier resigned as director. Trevor Thomas was appointed Chairman, CEO and director and Matthew Dickinson was appointed director.

On August 15, 2020, Michael Lee resigned as Chief Financial Officer. Sebastian Tang was appointed Chief Financial Officer.

Other Corporate Information

The board of directors consists of Trevor Thomas, Leonie Tomlinson and Matthew Dickinson. Trevor Thomas is the Chairman, Chief Executive Officer and Corporate Secretary, Sebastian Tang is the Chief Financial Officer.

The Company is a reporting issuer in the provinces of British Columbia, Alberta and Ontario.

The Company’s head office is located at 1040 West Georgia Street, 15th Floor, Vancouver, British Columbia, Canada V6E 4H1.

The Company’s common shares were approved for listing on the TSX Venture Exchange under the symbol QZM and certain broker-dealers in the United States make market on the OTC Grey Market under the symbol QZMRF.

1.2.1

Agreements

In January 2016, the Company reached an agreement with Hunter Dickinson Services Inc. (“HDSI”) to settle debt owing for services by HDSI. HDSI agrees to forgive debt in the net amount owing at that time of $3,086,089, if Quartz Mountain makes a cash payment of $180,207 and issues 1,800,000 shares (pre-forward split basis of 600,000 shares) valued at $126,000 to HDSI. The TSX Venture Exchange approved the transaction with HDSI.

1.2.2

Properties

Angel's Camp Property

The Company retains a 1% net smelter return royalty payable to the Company on any production from the Angel's Camp property located in Lake County, Oregon. Alamos Gold Inc. holds the Angel’s Camp property.

Page 4

QUARTZ MOUNTAIN RESOURCES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THREE AND SIX MONTHS ENDED JANUARY 31, 2021

1.2.3

Financing

The Company completed the private placement in one tranche of 13,636,365 common shares (pre- forward split basis of 4,545,455 common shares) on March 26, 2020, at a price of $0.04 (pre- forward split basis of $0.11) per unit for gross proceeds of $500,000. Each unit consisted of one common share and one warrant (the “Warrant”). Each Warrant entitles the holder to purchase one additional share at a price of $0.05 (pre-forward split basis of $0.15) for five years. In addition, at the request of the holder, and subject to certain conditions being met at the time of exercise of the Warrant, the shares to be issued may be designated as ‘flow through shares’. After issuance costs of $1,302, the Company raised net proceeds of $498,698.

The private placement results in Robert Dickinson holding a control position of approximately 43% (60%, if warrants exercised) of the Company and has been approved by the TSX Venture Exchange.

On August 25, 2020, the Company issued 1,200,000 flow-through common shares on the exercise of the Warrants at an exercise price of $0.05 for gross proceeds of $60,000.

1.3

Selected Annual Information

Not applicable.

1.4

Summary of Quarterly Results

These amounts are expressed in thousands of Canadian Dollars, except per share amounts. Minor differences are due to rounding.

	Fiscal<br>Quarter Ended
	Jan<br>31, 2021	Oct<br>31, 2020	Jul<br>31, 2020	Apr<br>30, 2020	Jan 31, 2020	Oct 31, 2019	Jul<br>31, 2019	Apr 30, 2019
Income (loss) for<br>the period	$(43)	$(95)	$(75)	$(66)	$2,713	$(47)	$(37)	$(38)
Basic earnings<br>(loss) per common share	$(0.00)	$(0.00)	$(0.00)	$(0.00)	$0.23	$(0.00)	$(0.00)	$(0.00)
Diluted earnings<br>(loss) per common share	$(0.00)	$(0.00)	$(0.00)	$(0.00)	$0.23	$(0.00)	$(0.00)	$(0.00)

1.5

Results of Operations and Financial Condition

Three months ended January 31, 2021 and 2020

Net loss for the three months ended January 31, 2021, was $42,629 compared to a gain of $2,712,642 for the three months ended January 31, 2020. There was a one-time gain on debt settlement with shares in the three months ended January 31, 2020 (see note 7(b) of the condensed interim consolidated financial statements for the three and six months ended January 31, 2021).

During the three months ended January 31, 2021, the Company incurred exploration and evaluation expense of $3,628 whereby no exploration and evaluation activities were undertaken during the three months ended January 31, 2020.

Administrative salaries and benefits decreased in line with efforts to curtail activities. A breakdown of general and administrative expenses incurred during the period ended January 31, 2021 and 2020, is provided in the financial statements for the period ended January 31, 2021.

Page 5

QUARTZ MOUNTAIN RESOURCES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THREE AND SIX MONTHS ENDED JANUARY 31, 2021

Six months ended January 31, 2021 and 2020

Net loss for the six months ended January 31, 2021, was $137,789 compared to a gain of $2,665,782 for the six months ended January 31, 2020. There was a one-time gain on debt settlement with shares in the three months ended January 31, 2020 (see note 7(b) of the condensed interim consolidated financial statements for the three and six months ended January 31, 2021).

During the six months ended January 31, 2021, the Company incurred exploration and evaluation expense of $59,920 whereby no exploration and evaluation activities were undertaken during the six months ended January 31, 2020.

1.6

Liquidity

Historically, the Company's primary source of funding has been the issuance of equity securities for cash through private placements to sophisticated investors and institutions. The Company is assessing mineral properties with a goal to acquire and explore mineral property interests. The Company's continuing operations entirely depends upon the ability of the Company to obtain the necessary financing to complete any exploration and development of its projects, the existence of economically recoverable mineral reserves at its projects, the ability of the Company to obtain the necessary permits to explore or mine, the future profitable production of any mine and the proceeds from the disposition of its mineral property interests.

At January 31, 2021, the Company had an accumulated deficit of $27,749,672 and has a working capital of $55,780.

The Company believes that its liquid assets at January 31, 2021, are sufficient to meet its known obligations. The Company is actively managing its cash reserves, and curtailing activities as necessary in order to ensure its ability to meet payments as they come due.

Additional debt or equity financing will be required to fund exploration or development programs. However, there can be no assurance that the Company will continue to obtain additional financial resources or that it will be able to achieve positive cash flows.

Financial market conditions for junior exploration companies have resulted in very depressed equity prices. A further and continued deterioration in market conditions will increase the cost of obtaining capital and significantly limit the availability of funds to the Company in the future. Accordingly, management is actively monitoring the effects of the current economic and financing conditions on the Company’s business and reviewing discretionary spending, capital projects and operating expenditures, and implementing cash and cash management strategies.

The Company does not have any material capital lease obligations, purchase obligations or any other long‐term obligations.

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QUARTZ MOUNTAIN RESOURCES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THREE AND SIX MONTHS ENDED JANUARY 31, 2021

1.7

Capital Resources

The Company had no material commitments for capital expenditures as at January 31, 2021.

The Company has no lines of credit or other sources of financing which have been arranged but are as of yet unused.

At January 31, 2021, there were no externally imposed capital requirements to which the Company is subject and with which the Company has not complied.

1.8

Off-Balance Sheet Arrangements

None.

1.9

Transactions with Related Parties

Key Management Personnel

The required disclosure for the remuneration of the Company’s key management personnel is provided in note 7(a) of the accompanying unaudited condensed interim consolidated financial statements for the period ended January 31, 2021 and 2020. These are also available at www.sedar.com.

Hunter Dickinson Inc.

Hunter Dickinson Inc. (“HDI”) and its wholly‐owned subsidiary Hunter Dickinson Services Inc. (“HDSI”) are private companies established by a group of mining professionals. HDSI provides services under contracts for a number of mineral exploration and development companies, and also to companies that are outside of the mining and mineral development space. The Company acquires services from a number of related and arms‐length contractors, and it is at the Company’s discretion that HDSI provides certain contract services.

Pursuant to an agreement dated June 1, 2008, HDSI provides certain cost effective technical, geological, corporate communications, regulatory compliance, and administrative and management services to the Company, on a non‐exclusive basis as needed and as requested by the Company. As a result of this relationship, the Company has ready access to a range of diverse and specialized expertise on a regular basis, without having to engage or hire full‐time employees or experts. The Company benefits from the economies of scale created by HDSI which itself serves several clients both mining and non-mining clients.

The Company is not obligated to acquire any minimum amount of services from HDSI. The monetary amount of the services received from HDSI in a given period of time is a function of annually set and agreed charge‐out rates for and the time spent by each HDSI employee engaged by the Company.

HDSI also incurs third‐party costs on behalf of the Company. Third party costs are billed at cost, without markup.

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QUARTZ MOUNTAIN RESOURCES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THREE AND SIX MONTHS ENDED JANUARY 31, 2021

The details of transactions with HDSI and the balance due to HDSI as a result of such transactions are provided in the Financial Statements.

1.10

Fourth Quarter

Not applicable.

1.11

Proposed Transactions

There are no proposed material assets or business acquisitions or dispositions before the Board of Directors for consideration.

1.12

Critical Accounting Estimates

Not required. The Company is a Venture Issuer.

1.13

Changes in Accounting Policies including Initial Adoption

The required disclosure is provided in note 2 of the accompanying unaudited condensed interim consolidated financial statements as at and for the period ended January 31, 2021, which is publicly available on SEDAR at www.sedar.com.

1.14

Financial Instruments and Risk Management

The carrying amounts of cash, amounts receivable, accounts payable and accrued liabilities, and balances due to related parties, approximate their fair values due to their short-term nature.

1.15

Other MD&A Requirements

1.15.1

Additional Disclosure for Venture Issuers without Significant Revenue

(a)	exploration and evaluation assets or expenditures	The required disclosure is presented in Section 1.5 of this<br>MD&A.
(b)	expensed research and development costs	Not applicable
(c)	intangible assets arising from development	Not applicable
(d)	general and administration expenses	The required disclosure is presented in Section 1.5 of this<br>MD&A.
(e)	any material costs, whether expensed or recognized as assets, not<br>referred to in paragraphs (a) through (d)	None

Page 8

QUARTZ MOUNTAIN RESOURCES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THREE AND SIX MONTHS ENDED JANUARY 31, 2021

1.15.2

Disclosure of Outstanding Share Data

The following details the share capital structure as at the date of this MD&A:

Number

Common<br>shares	26,677,776
Warrants	12,436,365

See 1.2 Overview for an agreement between the Company and HDSI for issuance of common shares as a debt settlement arrangement.

1.15.3

Internal Controls over Financial Reporting Procedures

The Company's management, including the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of the Chief Executive Officer and Chief Financial Officer, the Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company's internal control over financial reporting includes those policies and procedures that:

●

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

●

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the company; and

●

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

There has been no change in the design of the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting as of January 31, 2021.

1.15.4

Disclosure Controls and Procedures

The Company has disclosure controls and procedures in place to provide reasonable assurance that any information required to be disclosed by the Company under securities legislation is recorded, processed, summarized and reported within the appropriate time periods; and required information is accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, so that decisions can be made about the timely disclosure of that information.

Page 9

QUARTZ MOUNTAIN RESOURCES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THREE AND SIX MONTHS ENDED JANUARY 31, 2021

1.15.5

Limitations of Controls and Procedures

The Company's management, including its Chief Executive Officer and Chief Financial Officer, believe that any system of disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

1.16

Risk Factors

Please refer to "Risk Factors" discussed in the Company’s MD&A for the year ended July 31, 2020 filed under the Company’s profile on SEDAR at www.sedar.com.

Page 10

qzm_ex993

Exhibit 99.3

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Trevor Thomas, Chief Executive Officer of Quartz Mountain Resources Ltd., certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Quartz Mountain Resources Ltd. (the “issuer”) for the interim period ended January 31, 2021.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: March 29, 2021

/s/ Trevor Thomas

Trevor Thomas

Chief Executive Officer

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.

qzm_ex994

Exhibit 99.4

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Sebastian Tang, Chief Financial Officer, of Quartz Mountain Resources Ltd., certify the following:

Date: March 29, 2021

/s/ Sebastian Tang

Sebastian Tang

Chief Financial Officer