2016 Wellgreen Platinum: Q1 MD&A & Interim Financial Statements

MANAGEMENT’S DISCUSSION &ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONSFor the three months ended March 31, 2016(Expressed in Canadian Dollars)

Wellgreen Platinum Ltd.Suite 915 - 700 West Pender StreetVancouver, BC, Canada V6C 1G8604.569.3690info@wellgreenplatinum.comwww.wellgreenplatinum.com

2016

WELLGREENPLATINUMLTD.Management’sDiscussionandAnalysisofFinancialConditionandResultsofOperationsForthethreemonthsendedMarch31,2016

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CONTENTS

1. INTRODUCTION.....................................................................................................................................2

2. HIGHLIGHTSANDSIGNIFICANTEVENTS–THREEMONTHSENDEDMARCH31,2016.........................3

3.

4. SUMMARYOFQUARTERLYRESULTS...................................................................................................16

5. DISCUSSIONOFOPERATIONS..............................................................................................................17

6. LIQUIDITYANDCAPITALRESOURCES..................................................................................................18

7. TRANSACTIONSWITHRELATEDPARTIES.............................................................................................22

8. KEYMANAGEMENTCOMPENSATION..................................................................................................24

9. FINANCIALINSTRUMENTSANDRELATEDRISKS..................................................................................24

10. RISKSANDUNCERTAINTIES.................................................................................................................26

11. PROPOSEDTRANSACTIONS.................................................................................................................29

12. DISCLOSUREOFSHARECAPITAL..........................................................................................................29

13. OFF-BALANCESHEETARRANGEMENTS...............................................................................................31

14. CHANGESINACCOUNTINGSTANDARDS.............................................................................................32

15. INTERNALCONTROLSOVERFINANCIALREPORTING...........................................................................32

16. DISCLOSURECONTROLSANDPROCEDURES........................................................................................32

17. CRITICALACCOUNTINGESTIMATES.....................................................................................................33

18. DIRECTORS,OFFICERS,ANDQUALIFIEDPERSON................................................................................35

19. CONTACTINFORMATION.......................................................................................................................37

20. FORWARD-LOOKINGSTATEMENTS.....................................................................................................37

21. APPROVAL............................................................................................................................................38

mes Yang 2016-5-13 12:35 PMleted: 5

PROPERTYSUMMARY............................................................................................................................5


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1. INTRODUCTION

This Management’s Discussion and Analysis (“MD&A”) of Wellgreen Platinum Ltd. and its subsidiaries(collectivelyreferredtoas“WellgreenPlatinum”,the“Company”,“we”,“us”or“our”)providesanalysisoftheCompany’s financial results forthethreemonthsendedMarch31,2016. The following informationshouldberead in conjunctionwith theaccompanyingunaudited condensedconsolidated interim financial statements forthe threemonths endedMarch 31, 2016 and 2015, and the notes to those financial statements, prepared inaccordancewithInternationalFinancialReportingStandards(“IFRS”),asissuedbytheInternationalAccountingStandardsBoard.Pleasealsorefertothetablesstartingonpage17ofthisMD&AwhichcomparecertainfinancialresultsforthethreemonthsendedMarch31,2016andMarch31,2015.FinancialinformationcontainedhereinisexpressedinCanadiandollars,unlessstatedotherwise.AllinformationinthisMD&AiscurrentasofMay12,2016unlessotherwiseindicated.ThisMD&AisintendedtosupplementandcomplementWellgreenPlatinum’sunaudited condensed consolidated interim financial statements for the threemonths endedMarch 31, 2016and2015andthenotesthereto.ReadersarecautionedthatthisMD&Acontains“forward-lookingstatements”and that actual events may vary from management’s expectations. Readers are encouraged to read thecautionary note contained herein regarding such forward-looking statements. This MD&A was reviewed,approvedandauthorizedforissuebyourBoardofDirectors,onMay12,2016.

DescriptionofBusiness

WellgreenPlatinumisapubliccompanyincorporatedinBritishColumbia,anditscommonsharesarelistedontheTorontoStockExchange(the“TSX”),tradingunderthesymbol“WG”,andontheOTCQXunderthesymbol“WGPLF”. The Companymaintains its head office at Suite 915, 700West Pender Street, Vancouver, BritishColumbia,Canada,V6C1G8.

TheCompanyisintheexplorationstageanditsprincipalbusinessactivityistheexplorationanddevelopmentofplatinumgroupmetals (“PGM”) andnickelmineralproperties inNorthAmerica. TheCompany is focusedonexploringanddevelopingitscoreWellgreenPGM-Nickelproject(“WellgreenProject”),locatedneartheAlaskaHighwayinYukon,Canada. TheWellgreenProject isoneofthelargestundevelopedPGMandnickeldepositsoutsideofsouthernAfricaandRussia. Theproperty isaccessedbytheAlaskaHighway,apavedhighwaythatprovidesaccesstoall-season,deepseaportsinsouthernAlaska.

Wellgreen Platinum also holds interests in certain non-material mineral properties in Ontario including theShakespeare property, the Stumpy Bay property, and the Porter Baldwin, Shining Tree, and Fox Mountainproperties.


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2. HIGHLIGHTSANDSIGNIFICANTEVENTS–THREEMONTHSENDEDMARCH31,2016

• In January 2016 the Company completed geophysics programs at our Shakespeare, Stumpy Bay andPorterBaldwinProjects inOntariothatconsisted, inaggregate,ofapproximately2,500kmofairborneversatile time domain electromagnetic surveys and 2,500 km of airborne inertially referencedgravimetric surveys. Evaluation of the results of these surveys is expected to be announced by theCompanyinQ22016.

• OnFebruary23,2016, theCompanyannounced thecompletionof itsQ42015drillingand fieldworkprograms at the Wellgreen Project (the “2015 Q4 Program”). Utilizing diamond core and reversecirculationdrill rigs,5,169metresweredrilledover the2015Q4Program, fora totalof9,005metrescompletedin2015.DrillingwasundertakenintheFarWest,West,Central,EastandFarEastZonestotestdown-dipextensionstoknowndisseminatedmineralization,aswellasextensionstoareasofhighergrademineralization. Aportionof thedrillcorewillalsobeusedtogatherrepresentativesamplesofmaterialfromgeometallurgicaldomainsacrossthedepositinsupportofametallurgicaltestingprogramthathascommencedwithXPSConsultingandTestworkServices. Themetallurgicaltestingprogramisbeing overseen by Eggert Engineering Inc. with additional technical assistance provided by PFWellsMetallurgicalAssociatesInc.andGemsUnlimitedConsultingInc.

• OnMarch10,2016,theCompanyannounceditsintentiontoissueupto60,500,000units(the“Units”),atapriceof$0.20perUnit(the“SubscriptionPrice”),bywayofanon-brokeredprivateplacement(the“PrivatePlacement”)fortotalgrossproceedsofupto$12.1million.ThePrivatePlacementincludedaleadorderof50,000,000UnitsfromElectrumStrategicOpportunitiesfundL.P.(“Electrum”)pursuanttoaunitpurchaseagreementbetween theCompanyandElectrumdatedMarch9,2016 (the “PurchaseAgreement”). TheUnitsarecomprisedofonecommonshare in thecapitalof theCompanyandonecommonsharepurchasewarrant (each,a “Warrant”).EachWarrantwillentitle theholder thereof topurchase one common share ofWellgreen Platinum at a price of $0.27 for a period of five (5) yearsfollowingitsdateofissue.OnMarch28,2016duetostronginvestordemand,theCompanyincreasedthesizeofthePrivatePlacementto70,500,000Unitsfortotalgrossproceedsofupto$14.1million.InaccordancewiththerulesandpoliciesoftheTSX,thePrivatePlacementwasexpectedtocloseintwotranches,withthesecondtrancheclosingfollowingreceiptofshareholderapproval.Thefirsttrancheofthe Private Placement (the “First Tranche”) consisted of the issuance of 15,500,000 Units (including14,000,000Units toElectrum). The second trancheof thePrivatePlacement (the “SecondTranche”)was expected to involve the issuance of up to 55,000,000 Units (including 36,000,000 to Electrum)followingreceiptofshareholderapprovalataspecialmeetingofshareholders(the“Meeting”).

• In accordancewith the terms of the Purchase Agreement, Electrum has the right to participate (the“Participation Right”) in any future financing of the Company in order to maintain its pro ratashareholding (assuming for such purpose full exercise of any Warrants held by Electrum). TheParticipationRightwill continue for so long as Electrumcontinues toown,directlyor indirectlymorethan5%of the issuedandoutstanding commonsharesof theCompany. Following completionof the


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FirstTranche,andforso longasElectrumownsdirectlyor indirectly,morethan5%ofthe issuedandoutstandingcommonsharesoftheCompany,ithastherighttonominateoneindividualasnomineetotheCompany’sboardofdirectors(the“Board”).FollowingcompletionoftheSecondTranche,andforsolongasElectrumownsdirectlyorindirectly,morethan15%oftheissuedandoutstandingcommonsharesoftheCompanyithastherighttonominatetwoindividualsasnomineestotheBoard.

• OnMarch242016,WellgreenPlatinumclosedaportionoftheFirstTranchebyissuing14,000,000UnitstoElectrumforgrossproceedstotheCompanyof$2,800,000.

• EffectiveMarch24,2016,theCompanyappointedMarkFieldsandWayneKirktoitsBoard.Mr.FieldsisanomineeofResourceCapitalFundVIL.P.(“RCF”),whichhastherighttonominateoneindividualtotheBoardpursuanttothetermsofanancillaryrightsagreementbetweenRCFandtheCompanydatedNovember10,2015.Mr.KirkisanomineeofElectrum.Mr.FieldsandMr.Kirkwereappointedtofillthevacancies left by the resignations from the board of Mr. Greg Johnson and Mr. Wes Hall. TheappointmentswereeffectiveonMarch24,2016andcontinueuntilthenextannualgeneralmeetingofshareholders of the Company, at which point Mr. Fields andMr. Kirk are expected to stand for re-electiontotheboardofdirectors.

Subsequenttoperiodend:

• On April 11, 2016, the Company completed the remainder of the First Tranche for additional grossproceedstotheCompanythusfarof$300,000.AsaresultoftheclosingoftheFirstTranche,15,500,000UnitsintheaggregatewereissuedtovarioussubscribersforaggregategrossproceedstotheCompanyof$3,100,000.

• OnApril11,2016,theCompanymailedaNoticeofMeetingandManagementInformationCircular(the“InformationCircular”) to its shareholders in respectof theMeeting tobeheldonTuesday,May10,2016 regarding the approval of the Second Tranche of the Company’s previously announced PrivatePlacement.

TheCompanyalsoannouncedthatthecommitteesoftheBoardhadbeenreconstitutedasfollows:theAuditCommitteeisnowcomprisedofMarkFields(chair),WayneKirkandMikeSylvestre;theCorporateGovernance andNominating Committee is now comprised ofWayne Kirk (chair),MyronManternachandMichele Darling; and the Compensation Committee is now comprised ofMichele Darling (chair),MikeSylvestreandMarkFields.

• OnApril22,2016,theCompanyannouncedtheresultsofits2015fallandwinterexplorationdrillingandfield work programs at the Wellgreen Project. Utilizing both diamond core and reverse circulation(“RC”)drillrigs,WellgreenPlatinumdrilled4,078metresofdiamonddrillcoreand1,091metresofRCchip samples fora totalof5,169metres in25holes. Thedrill program targeted theFarWest,West,Central,EastandFarEastZonestotestdown-dipextensionstoknowndisseminatedmineralization,aswell as areas of higher grademineralization. Assay results from the drill programdemonstrated the


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continuityofmassive,semi-massiveanddisseminatedmineralizationdescribedintheCompany’s2015PEA.Theresultsfromthisprogram,alongwiththosefrompreviousdrillprogramsconductedinthefallandwinterof2014and thesummerof2015,willbe incorporated intoanupdatedgeologicaldepositmodel that is intended to form the basis of a potential future Pre-Feasibility Study. In parallel, theCompanywillcontinuemetallurgicalandprocessengineeringstudies,aswellasenvironmentalbaseline,assessmentandmitigationstudies.

• On April 22, 2016, the Company announced that it had obtainedwritten consent from shareholdersholding in excess of 50% of the common shares of the Company eligible to vote at theMeeting toapprove the Second Tranche. As a result, the TSX has waived the requirement for the Company toobtainapprovalattheMeeting.AsnootherbusinesswasscheduledtobeconductedattheMeeting,theCompanycancelledtheMeeting.

• On April 27, 2016, the Company closed part of the Second Tranche of the Private Placement, with36,000,000UnitshavingbeenplacedwithElectrumand6,107,464UnitshavingbeenplacedwithRCF,forgrossproceedstotheCompanyofapproximately$8.4million.

• OnMay3,2016, theCompanyclosedtheremainderof theSecondTrancheof thePrivatePlacement,with an additional 12,892,536 Units having been placed with a number of subscribers including theCompany'smanagementteamwho,collectively,subscribedfor1,419,000Units.

In aggregate the Company raised $14.1 million in the Private Placement through the issuance of70,500,000Units. ThenetproceedsofthePrivatePlacementwillbeusedforthedevelopmentoftheWellgreenProjectandforgeneralcorporatepurposes.

• OnMay3,2016,Mr.DeepakGillofCasselsBrock&BlackwellLLPwasappointedCorporateSecretaryoftheCompany,followingthedepartureofMr.SamirPatel.

3. PROPERTYSUMMARY

CautionaryNotetoUnitedStatesInvestors

ThisMD&Ausestheterms“Measured”,“Indicated”and“Inferred”Resources inaccordancewiththeCanadianInstitute ofMining,MetallurgyandPetroleum (CIM)Definition Standards.United States investors are advisedthatwhilesuchtermsarerecognizedandrequiredbyCanadiansecuritieslaws,theUnitedStatesSecuritiesandExchangeCommission(“SEC”)doesnotrecognizetheseterms.Theterm“InferredMineralResource”referstoamineral resource for which quantity and grade or quality are estimated on the basis of limited geologicalevidence and sampling and forwhich geological evidence is sufficient to imply but not verify, geological andgrade or quality continuity, These estimates are based on limited information and have a great amount ofuncertaintyastotheirexistence,andastotheireconomicandlegalfeasibility.Itcannotbeassumedthatallorany part of an Inferred Mineral Resource will ever be upgraded to a higher category of resource, such as“Indicated”or“Measured”,asaresultofcontinuedexploration.UnderCanadiansecuritieslaws,estimatesofan“Inferred Mineral Resource” may not form the basis of feasibility or other economic studies. United Statesinvestorsarecautionednottoassumethatalloranypartof“Measured”or“IndicatedMineralResources”will


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ever be converted into “Mineral Reserves” (the economically mineable part of an “Indicated” or “MeasuredMineralResource”).UnitedStatesinvestorsarealsocautionednottoassumethatalloranypartofanInferredMineral Resource exists, or is economically or legallymineable. In addition, disclosureof containedounces ispermittedunderCanadianregulations.However,theSEConlypermitsissuerstoreportmineralizationasinplacetonnageandgradewithoutreferencetounitmeasures.

WellgreenProperty,Yukon,Canada(CoreProject)

WeacquiredtheWellgreenProjectonJune13,2011.Our100%ownedWellgreenProject,whichisoneofthelargestundevelopedPGMandnickeldepositsoutsideofsouthernAfricaandRussia,islocatedinsouthwesternYukon,Canada,approximately35kilometresnorthwestofBurwashLanding. Theproperty isaccessedby theAlaskaHighway,apavedhighwaythatprovidesyearroundaccesstotwodeepseaportslocatedinHainesandSkagway,Alaska.

Wellgreen is a polymetallic deposit with mineralization that includes the platinum group metals (“PGMs”)platinum, palladiumand other rare PGMmetals alongwith gold,with the significant co-occurrence of nickel,copper and cobalt. Platinum equivalent and nickel equivalent values reported in thisMD&A are intended toreflecttotalmetalequivalentcontentinplatinumornickelforallofthemetalsusingrelativepricesforeachofthemetals.

The Wellgreen deposit sample database contains results from 776 surface and underground drill holescompleted on the property since its original discovery in 1952. The property was operated in the 1970s byHudBayMiningasasmallscale,highgradeundergroundmine.

OnAugust 1, 2012,WellgreenPlatinumentered into an ExplorationCooperationAgreementwith the KluaneFirst Nation (“KFN”) to support the Company’s exploration program and environmental studies for thedevelopmentoftheWellgreenProject.

In January 2014, the Company awarded environmental and socio-economic contracts to Access MiningConsultants Ltd., Tetra Tech EBA Inc., Environmental Dynamics Inc., and Hemmera. The purpose of thesecontractsistocompletebaselinereviewsontheWellgreenProject,assessprojectimpactsontheenvironmentand determine mitigation processes that minimize these impacts, as well as socio economic impacts andbenefits.TheirpurposeisalsotoprovidesupportwithrespecttoYukonTerritoryEnergyMinesandResourcesExplorationQuartzMiningLicensePermitsandattainthecommitmentsintheKluaneFirstNationsExplorationCooperationAgreement.

OnMay14,2014,theCompanyannouncedthefinalresultsfromitsfieldprogramattheWellgreenProject.Theassay results from the Far West Zone and, together with previously released results, extended continuousmineralizationoverapproximately2.5kilometresfromtheFarEastZoneontheeasternmostendoftheknownWellgreenresourceareatotheFarWestZoneonthewesternmostend.MineralizationintheFarWestZoneischaracterizedbycontinuoushighergradeultramaficzonesthatbeginatsurfacetoatesteddepthof150metresandremainopentofurtherexpansion.Inaddition,thickbandsofhighergrademineralizationinterpretedtobe


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upto500metresinwidthinthecoreoftheultramaficbodyhavebeenshowntoextendfromtheFarEastZonethroughtheEastZoneandCentralZoneandmayextendintotheWestandFarWestzones.

OnJune4,2014,WellgreenPlatinumannouncedthatithadsignedaMemorandumofUnderstanding(“MOU”)agreementwithNorthern Lights Energy, LLC. (“Northern Lights Energy”) for the potential supply of liquefiednatural gas (“LNG”) from Alaska to theWellgreen Project. In addition the Company announced that it hadsigned an MOU agreement with General Electric Canada (“GE”) for the potential supply of LNG powergenerationequipmentand services,which theCompanyexpectswould includeGE’s comprehensiveelectricalinfrastructure technology for the mine processing equipment, transmission technology and control &automationequipment.

On July 24, 2014, Wellgreen Platinum announced a significantly expanded and upgraded mineral resourceestimate for its Wellgreen Project based on approximately 40,000 metres of additional drill informationcollectedsince2011.Measured&Indicated("M&I")MineralResourcesfortheWellgreenprojectincreasedto330milliontonnesat1.67g/tplatinumequivalent("PtEq.")or0.44%nickelequivalent("NiEq.")(refertoTable1forindividualmetalgradesandtothetablefootnotesforequivalentcalculationsandassumptions)ata0.57g/t Pt Eq. cut-off or 0.15% Ni Eq. cut-off in a pit constrained resource containing 5.53million ounces of 3Eplatinum,palladium,andgold("3E")with1,894millionpoundsofnickeland1,021millionpoundsofcopper,andincludedahighergradeM&IMineralResourceof72milliontonnesat2.49g/tPtEq.or0.65%NiEq.ata1.9g/tPtEq.cut-offor0.50%NiEq.cut-offcontaining2.13millionouncesof3Ewith527millionpoundsofnickeland462millionpoundsofcopper.TheInferredMineralResourcefortheWellgreenprojectincreasedto846milliontonnesat1.57g/tPtEq.or0.41%NiEq.ata0.57g/tPtEq.cut-offor0.15%NiEq.cut-offinapitconstrainedresourcecontaining13.8millionouncesof3Ewith4,431millionpoundsofnickeland2,595millionpoundsofcopper,andincludedahighergradeInferredMineralResourceof174milliontonnesat2.41g/tPtEq.or0.63%NiEq.ata1.9g/tPtEq.cut-offor0.50%NiEq.cut-offcontaining5.06millionouncesof3Ewith1,182millionpounds of nickel and 1,153 million pounds copper. For more detailed information regarding this upgradedmineral resourceestimate, readers should refer to theCompany’snews releaseentitled“WellgreenPlatinumAnnouncesNewResourceEstimateIncluding5.5MillionOz.Platinum,Palladium&Gold(“3E”)inM&IResourcesand13.8MillionOz.3E Inferredat itsWellgreenPGM-Ni-CuProject”,dated July24,2014, (which isavailableunder Wellgreen Platinum’s SEDAR profile at www.sedar.com and on Wellgreen Platinum’s website atwww.wellgreenplatinum.com).Readersshouldnotethatmineralresourceestimatesconstituteforwardlookingstatement.SeeSection20“ForwardLookingStatements”page37.


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Table1–WellgreenProjectMineralResourceEstimate,EffectiveJuly24,2014

MineralResourceEstimatebyCategory-Ata0.57g/tPtEq.or0.15%NiEq.Cut-off(PitConstrained)

Category Tonnes000s

3Eg/t Ptg/t Pdg/t Au

g/t Ni% Cu% Co% PtEq.g/t NiEq.%

Measured 92,293 0.550 0.252 0.246 0.052 0.260 0.155 0.015 1.713 0.449

Indicated 237,276 0.511 0.231 0.238 0.042 0.261 0.135 0.015 1.656 0.434

TotalM&I 329,569 0.522 0.237 0.240 0.045 0.261 0.141 0.015 1.672 0.438

Inferred 846,389 0.507 0.234 0.226 0.047 0.237 0.139 0.015 1.571 0.412

ContainedMetalsbyCategory-Ata0.57g/tPtEq.or0.15%NiEq.Cut-off(PitConstrained)

Metal MeasuredResource

IndicatedResource

TotalM&IResources

InferredResource

Platinum(000oz.) 748 1,760 2,508 6,375

Palladium(000oz.) 730 1,817 2,547 6,137

Gold(000oz.) 154 322 476 1,275

Total3E(000oz.) 1,631 3,900 5,531 13,787

Nickel(Mlbs) 528 1,366 1,894 4,431

Copper(Mlbs) 315 706 1,021 2,595

Cobalt(Mlbs) 31 79 110 275


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MineralResourceEstimatebyCategory-Ata1.9g/tPtEq.or0.50%NiEq.Cut-off

(HigherGradeComponent)

Category Tonnes000s

3Eg/t Ptg/t Pdg/t Au

g/t Ni% Cu% Co% PtEq.g/t NiEq.%

Measured 21,854 0.923 0.454 0.366 0.103 0.326 0.301 0.019 2.492 0.653

Indicated 50,264 0.919 0.455 0.373 0.090 0.334 0.286 0.019 2.493 0.653

TotalM&I 72,118 0.920 0.455 0.371 0.094 0.332 0.291 0.019 2.493 0.653

Inferred 173,684 0.906 0.456 0.352 0.098 0.309 0.301 0.018 2.410 0.631

ContainedMetalsbyCategory-Ata1.9g/tPtEq.or0.50%NiEq.Cut-off

(HigherGradeComponent)

Metal MeasuredResource

IndicatedResource

TotalM&IResources InferredResource

Platinum(000oz.) 319 736 1,054 2,549

Palladium(000oz.) 257 603 860 1,965

Gold(000oz.) 73 146 219 548

Total3E(000oz.) 649 1,485 2,133 5,062

Nickel(Mlbs) 157 370 527 1,182

Copper(Mlbs) 145 317 462 1,153

Cobalt(Mlbs) 9 21 30 68

Notes:

1. ResourceEstimatepreparedbyGeoSimServicesInc.withaneffectivedateofJuly24,2014.

2. MeasuredResourcesused50metredrillspacing.IndicatedResourcesused50metredrillspacingformassivesulphideandgabbrodomains,and100metredrillspacingforclinopyroxeniteandperidotitedomains.


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3. Nickelequivalent(NiEq.%)andplatinumequivalent(PtEq.g/t)calculationsreflecttotalgrossmetalcontentusingUS$of$8.35/lbNi,$3.00/lbCu,$13.00/lbCo,$1,500/oz.Pt,$750/oz.Pdand$1,250/oz.Au,andhavenotbeenadjustedtoreflectmetallurgicalrecoveries.

4. Pitconstrainedgradeshellsweredeterminedusingthefollowingassumptions:metalpricesinNote3above;a45degreepitslope;assumedmetallurgicalrecoveriesof70%forNi,90%forCu,64%forCo,60%forPt,70%forPdand75%forAu;anexchangerateofUSD$1.00=CAD$0.91;andminingcostsof$2.00pertonne,processingcostsof$12.91pertonne,andgeneral&administrativechargesof$1.10pertonne(allexpressedinCanadiandollars).

5. Totalsmaynotaddduetorounding.

6. MineralResourcesarenotMineralReservesanddonothavedemonstratedeconomicviability.

OnAugust14,2014,WellgreenPlatinumissueda jointnewsreleasewithFerusNaturalGasFuels Inc. (“FerusNGF”)announcingthatthepartieshaveenteredintoanMOUagreementforWesternCanadianbasedsupplyofnaturalgastotheWellgreenProject.

On September 3, 2014, Wellgreen Platinum announced results from its 2013 and 2014 metallurgical testprograms completed by SGS Lakefield Research Limited (“SGS”) and XPS Consulting & Test work Services(“XPS”).Inaddition,thenewsreleaseincludedacomprehensivereviewandassessmentofearliermetallurgicaltestprogramscompletedbySGSandG&TMetallurgicalServicesLtd("G&T").Metallurgicaltestworkreliedonaconventional flotation process that increased overall recovery by 11% as compared to the 2012 PreliminaryEconomicAssessment,withplatinumrecovery increasedby35%andnickelrecoveryby13%. Theresultsalsoindicated potential production of a bulk nickel-copper-PGM concentrate. The deposit model has beendelineatedintothreemajorgeologicandmetallurgicaldomains–Gabbro/MassiveSulphides,Clinopyroxenite/Pyroxenite,andPeridotite.Eachofthesedomainsdifferswithrespecttotheresponsecharacteristicsassociatedwith:

• Optimizationofgrindsize,reagentselection,pHandconditioningtime;and

• Useofamagneticseparationprocesswithre-grindingspecifictoeachdomain.

Basedonthetesting/reviewof183batchand12locked-cycletestsfrom26differentsamplesfromthedeposit,recoveriesforthedomainsaresummarizedinTable2:

Table2–EstimatedMetalRecoveriesbyGeologicDomain

GeologicalDomainRecoverytoBulkConcentrate%

Ni Cu Co Pt Pd Au

Gabbro&MassiveSulphides 83.0 94.5 67.9 74.5 80.5 69.8

Clinopyroxenite/Pyroxenite 75.0 88.3 64.4 59.0 73.0 65.8

Peridotite 68.1 66.3 54.9 57.6 58.4 58.8

Recoveriesshownforthethreedomainsarenormalizedtoabulkconcentrategradecontaining6%nickel.


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InSeptember2014,WellgreenPlatinumfiled theNI43-101 technical reportwith respect to theupdatedandexpandedmineralresourceestimateforitsWellgreenProjectdescribedabove.Thereport,datedSeptember8,2014andentitled“2014MineralResourceEstimateontheWellgreenPGM-Ni-CuProject”,isavailableundertheCompany’sSEDARprofileatwww.sedar.com.

On March 19, 2015, the preliminary economic assessment technical report, entitled “Preliminary EconomicAssessmentTechnicalReport,WellgreenProject,YukonTerritory,Canada”anddatedeffectiveFebruary2,2015(the“2015PEA”),wasfiledunderWellgreenPlatinum’sSEDARprofileatwww.sedar.com.The2015PEA,whichreportstheresultofanupdatedpreliminaryeconomicassessmentconductedbyJDSEnergy&MiningInc.,wassupervised and prepared by Michael Makarenko, P.Eng., of JDS Energy & Mining Inc., with certain sectionscontributedbyJohnEggert,P.Eng.(EggertEngineeringInc.),RonaldG.Simpson,P.Geo.(GeoSimServicesInc.),Michael Levy, P.E. (SRK Consulting (US) Inc.) and George Darling, P. Eng. (SNC-Lavalin Inc.) following theguidelinesofNI43-101.Eachoftheaforementionedindividualsisa“QualifiedPerson”asdefinedunderNI43-101. ReadersofthisMD&Ashouldrefertothefulltextofthe2015PEAfordetailsabouttheWellgreenProject.

Readersshouldnotethatthe2015PEAispreliminaryinnature,inthatitincludesinferredmineralresourcesthatareconsideredtoospeculativegeologicallytohaveeconomicconsiderationsappliedtothemthatwouldenablethemtobecategorizedasmineralreserves,andthere isnocertaintythattheestimatescontainedinthe2015PEAwillberealized.AmineralreservehasnotbeenestimatedfortheWellgreenProjectaspartofthe2015PEA.Amineralreserveistheeconomicallymineablepartofameasuredorindicatedmineralresourcedemonstratedbyatleastapre-feasibilitystudy.Mineralresourcesthatarenotmineralreservesdonothavedemonstratedeconomic viability. Readers should note that Information in the 2015PEAother than statement of historicalfactsconstituteforwardlookingstatements.SeeSection20.“ForwardLookingStatement”page37.

Highlightsofthe2015PEA:

• Averageannualproduction inconcentrateof209,880ouncesofplatinum+palladium+gold ("3E") (42%Pt,51%Pdand7%Au),alongwith73millionpoundsofnickeland55millionpoundsofcopperoverthefirst16yearsofoperationataproductiongradeof1.88g/tPtEq.or0.50%NiEq.(0.63g/t3E(46%Pt,45%Pdand8%Au),0.27%Niand0.18%Cu),whichequatestoanetsmelterreturn(NSR)ofCAD$38.60pertonnemilledusingthebasecasemetalpriceassumptionssetoutbelow;

• Averagestripratioof0.75to1overthe25yearbasecaselifeofmine(LOM);

• Life ofMine ("LOM") production to average 177,536 ounces of 3E (42% Pt, 51% Pd and 7% Au), 68millionpoundsofnickeland44millionpoundsofcopperperyearover25yearswiththepotential toadd an additional 15 years using bulk underground mining or 31 years through additional open pitminingofInferredMineralResources;and

• TotalLOMproductionof4.4millionouncesof3E(42%Pt,51%Pdand7%Au),with1.7billionpoundsofnickel and 1.1 billion pounds of copper in concentrate from approximately 34% of the current pitconstrainedMineralResource.


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EconomicHighlights:(Unlessotherwisenoted,alldollaramountsinthisPEAareinCanadiandollars(CAD$)andallfigureswithrespecttothe2015PEAreflecttheBaseCase.BaseCasemetalpriceassumptions:US$1,450/oz.Pt,US$800/oz.Pd,US$1,250/oz.Au,US$8.00/lbNi,US$3.00/lbCu,US$14.00/lbCoandUS$0.90=C$1.00)

• Pre-taxnetpresentvalue(NPV)ofCAD$2.1billionwithapre-taxinternalrateofreturn(IRR)of32.4%,andanafter-taxNPVofCAD$1.2billionwithanafter-taxIRRof25.3%ata7.5%discountrate;

• Average annual operating cash flow of CAD$338 million over the first 16 years and an average ofCAD$301millionperyearoverthe25yearLOM;

• Initial capital expenditures of CAD$586 million (including contingencies in the amount of CAD$100million)withexpansion,sustainingandclosurecapitalofCAD$964millionovertheLOM;

• Paybackof2.6yearspre-taxand3.1yearsaftertaxes;and

• TotalnetsmelterrevenueofCAD$15.5billionandoperatingcash-flowofCAD$7.5billionovertheLOM.

OpportunitiesHighlightedinthe2015PEA

1. The 2015 PEA identified the potential for up to 20 years of additional open-pitmining that targets theremaining 67% of the pit constrained resource in a fifth stage open pit. The production expansionopportunitiesfromsucha“Stage5Pit”thatcouldextendminelifeandexpandproductionareasfollows:

• continuingat50,000tonnesperday(“tpd”)addsapproximatelyanother20yearsofproductiontothebase case at 227,000ounces/yearPGMsplus82millionpoundsnickel and 56millionpoundscopperperyear;

• expandingto75,000tpdaddsapproximatelyanother13yearsofproductionat341,000ounces/yearPGMsplus122millionpoundsnickeland85millionpoundscopperperyear;and

• expandingto100,000tpdaddsapproximately9yearsofproductionat448,000ounces/yearPGMsplus161millionpoundsnickeland112millionpoundscopperperyear.

2. The quantification of exotic PGMs (rhodium, iridium, osmium and ruthenium) production represents anopportunity as thesemetalsoccur in concentratesproducedhistoricallyon theproject andduring recentmetallurgicaltestingbutarenotpartoftheMineralResourceEstimateand,therefore,arenotincludedintheeconomicsofthe2015PEA.

OnMay28,2015,theCompanyannouncedthe initiationof itsPhase1fieldprogramasrecommended inthe2015PEA. This drill program included the continued re-logging of historic drill core, additionalmapping andsamplingofkeytargetareas,aswellasareviewofgeophysics.Theinitialfocusofthedrillprogramwaspriorityin-fillandoffsetdrillingwithinthe2015PEAbasecasepit,alongwithkeyoffsetdrillingofunclassifiedmaterialbothdowndipandupdipwithinthelargerStage5expansionpit,aswellastestingofnewtargetsidentifiedbymappingandgeophysics.

OnDecember21,2015, theCompanyannounced the resultsof itsprevious twoexplorationdrillingand fieldwork programs at itsWellgreen property. Utilizing both diamond core and RC drill rigs,Wellgreen Platinumdrilled2,867metresofdiamonddrillcoreand3,528metresofRCchipsamplesforatotalof6,395metres. A


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drillprogramwasundertakenintheFarWest,West,CentralandFarEastZonestotestdown-dipextensionstoknowndisseminatedmineralization,aswellasareasofhighergrademineralization.Step-outholes100metresdown-dipof knownmineralizationwere targeted in theWest, Central andFar East Zones. Thedrill programconfirmed theextensionof long intervalsofdisseminatedmineralizationhosted inperidotite, clinopyroxeniteand gabbro. Additionally, in the Far East Zone, one 90 metre step out drill hole confirmed higher grade,marginalgabbroandcontactmassivesulphides.

In December 2015 a contract was awarded to Condor North Consulting ULC. (“Condor”) to complete anassessment of two historical airborne and one ground electromagnetic (“EM”) surveys completed on theWellgreenpropertyandsurroundinglandpackage,includingtheQuillandBurwashareas,approximately2.5kmand 7.5km eastward along strike, respectively. Also in December 2015, Wellgreen commissioned DiscoveryInternationalGeophysicsInc.tocompletedownholeandsurfacetime-domainEMsurveysoverfourdrillholestodeterminetheEMresponseinareasofknownmineralization.CondorisnowcompletinganassessmentoftherecentdownholeEMwork.Thisassessmentisexpectedtobecompletedinthesecondquarterof2016.

OnFebruary23,2016,theCompanyannouncedthecompletionofitsQ42015Program.Utilizingdiamondcoreand reverse circulation drill rigs, 5,169 metres were drilled over the 2015 Q4 Program, for a total of 9,005metrescompletedin2015.DrillingwasundertakenintheFarWest,West,Central,EastandFarEastZonestotestdown-dipextensionstoknowndisseminatedmineralization,aswellasextensionstoareasofhighergrademineralization. Aportionofthedrillcorewillalsobeusedtogatherrepresentativesamplesofmaterial fromgeometallurgicaldomainsacrossthedepositinsupportofametallurgicaltestingprogramthathascommencedwith XPS Consulting and Testwork Services, PF Wells Metallurgical Associates Inc., and Gems UnlimitedConsultingInc.ThemetallurgicaltestprogramisoverseenbyJohnEggert,P.Eng.,EggertEngineeringInc.

OnApril22,2016,theCompanyannouncedtheresultsofits2015fallandwinterexplorationdrillingandfieldworkprogramsatWellgreenproperty.UtilizingbothdiamondcoreandRCdrillrigs,WellgreenPlatinumdrilled4,078metresofdiamonddrillcoreand1,091metresofRCchipsamplesforatotalof5,169metresin25holes.Assay results from thedrill programdemonstrated the continuityofmassive, semi-massiveanddisseminatedmineralization described in the Company’s 2015 PEA. The results from this program, along with those frompreviousdrillprogramsconductedinthefall/winterof2014andsummerof2015,willbeincorporatedintoanupdatedgeologicaldepositmodelthatisintendedtoformthebasisofafuturePre-FeasibilityStudy.Inparallel,the Companywill continuemetallurgical and process engineering studies, aswell as environmental baseline,assessmentandmitigationstudies.

During the threemonthsendedMarch31, 2016,we incurreda total of $933,428 inexploration costson theWellgreen property, comprised of the following (see table below), principally focused on exploration drilling,camp and site support services, geology, and exploration environmental activities which followed the workprogramrelatedtothesubmissionofthe2015PEAinMarch2015.


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OtherProjectsandExplorationProperties(Non-CoreProjects)

ShakespeareProperty,Ontario,Canada

The Shakespeare property is located 70 kilometres west of Sudbury, Ontario. The property was previouslyownedandoperatedbyUrsaMajorMineralsInc.(“URSA”)priortoWellgreenPlatinum’sacquisitionofURSAonJuly 16, 2012. The URSA acquisition resulted in URSA becoming a wholly-owned subsidiary of WellgreenPlatinum,andinWellgreenPlatinumacquiringa100%interestintheShakespeareproperty(whichissubjecttoa 1.5%net smelter royalty in favour ofGlencore Xstrata), the Shining Tree property, the Porter Baldwin andPorterOptionproperties, theFoxMountainproperty, an80% joint venture interestwithGlencoreXstrataoncertain claims surrounding the Shakespeare property, and a 75% interest in the Stumpy Bay property (withGlencoreXstrataholdingtheremaining25%interest),alllocatedinOntarioandfurtherdescribedbelow.

AfeasibilitystudydatedJanuary2006andentitled“FeasibilityStudyfortheShakespeareNickelDeposit,nearEspanola, Ontario, January 2006” (the “Shakespeare Feasibility Study”) was previously completed on theShakespeareproject.InMay2010,commercialproductionbeganattheShakespeareopenpitpropertyandorewas direct shipped offsite to a third party concentrator mill owned by Glencore Xstrata for toll processingthrough the end of January 2012. Due to reduced base metals market prices, mining at the ShakespearepropertywassuspendedbyURSA inDecember2011,andtheprojecthasremainedoncareandmaintenancesinceFebruary2012.

OnMay8,2014, theCompanyannouncedthat ithaddeterminedthat theShakespeareFeasibilityStudy,andthe information contained thereinwith respect tomineral reserve estimates,was out of date and no longervalid,andthat investorsshouldnotrelyontheviabilityofeconomicorproductionestimatescontained intheShakespeareFeasibilityStudy. Accordingly,theCompanyhasretractedtheShakespeareFeasibilityStudy,and

YukonWellgreen

AcquisitioncostsPropertyacquisitioncostsduringtheperiod -$ Balance,December31,2015 8,065,633TotalAcquisitioncosts,March31,2016 8,065,633

ExplorationandevaluationCampandsiteservices 269,121Geology,resource,andland 153,777Drilling 315,299Engineering 43,295Explorationenvironmentalandpermitting 151,936ExpendituresJanuary1toMarch31,2016 933,428Balance,December31,2015 32,071,777ExpenditurestoMarch31,2016 33,005,205

Totalacquisition,explorationandevaluation 41,070,838$


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notesthattheShakespeareprojectcurrentlycontainsonlymineralresourcesandnotmineralreserves,assuchtermisdefinedforthepurposesofNI43-101.TheCompanyhasnominedevelopmentorproductionplanswithrespecttotheShakespeareprojectoverthenearterm.

InDecember2015,acontractwasawardedtoCondortoacquireandanalyzeVTEM,magnetic,andAIRGravdatafortheShakespeare,PorterBaldwinandStumpyBayproperties.GeotechLtd.wasthenawardedacontracttoacquire airborne EM andmagnetic data using the VTEM system and Sander Geophysics Ltd. was awarded acontracttoacquireairbornegravitydatausingtheAIRGravsystemovertheproperty.Atotalof2,556line-kmof VTEM and 2,622 line-km of AIRGrav were flown. Condor completed survey planning, conducted qualitycontrol,andprovideinterpretation.TheCondorGeoInterpwillcombinetheresultsofthevarioussurveyswithpublicdata sourcesandprovidean integrated interpretationof themagnetic, gravity, andEMdata. The finaldataarchivesweredeliveredbytheairbornecontractorsinQ12016andtheGeoInterpresultsareexpectedinQ22016.

ShiningTreeProperty,Ontario,Canada

TheCompanyholdsa100%interestintheShiningTreeproperty,whichislocatedinFawcettTownship,Ontario,approximately 180 kilometres from the Shakespeare property. The property is located approximately 210kilometresnorthofSudburyand8kilometreseastof the townofShiningTreeand isaccessiblebyprovincialhighway. Othermining communities in the area include the towns of New Liskeard, Haileybury and Cobalt,whichare locatedabout125kilometrestotheeast,andthehistoricminingtownofTimminswhich is located130kilometrestothenorth.

The Shining Tree property hosts nickel-copper-PGM sulphide mineralization and consists of 40 contiguousunpatentedmining claims, covering approximately 1,600 acres, located in the Larder LakeMiningDivision inOntario.

PorterBaldwinandPorterProperties,Ontario,Canada

TheCompany’s100%-ownedPorterBaldwinandPorterOptionpropertiescomprisecertainclaimsthatcovera15kilometrestrikelengththatiscontiguouswiththeShakespearepropertyintheAgnewlakeareaandextendstowardstheSudburyintrusivecomplex.Themajorityofthepropertywasacquiredthroughclaimstaking,whileaportionwasacquiredbyanoptionagreementdatedFebruary10,2004.Theoptionorretainsa2%netsmelterroyalty. Advanceroyaltypaymentsof$24,000peryearcommencedJanuary15,2007. TheCompanyhastherighttopurchaseone-halfoftheroyaltyatanytimefor$1,000,000.

StumpyBayProperty,Ontario,Canada

TheCompanyholdsa75%interestincertainclaimsknownastheStumpyBayproperty(withGlencoreXstrataholding the remaining25% interest), located in Shakespeare andBaldwinTownships,Ontario. Theoptionorshaveretaineda2%NSRroyalty. Advanceroyaltiesof$30,000peryearcommencedMarch21,2006,andthe


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finaladvance royaltypaymentwaspaidby theCompany to theoptionors inQ22015. TheCompanyhas therighttopurchaseone-halfoftheroyaltyfor$750,000.

FoxMountain,Ontario,Canada

The Company’s 100%-owned Fox Mountain property is comprised of 14 unpatented claims that coverapproximately3,312hectares,andislocatedapproximately50kilometresnorthofThunderBay,withintheMid-ContinentriftofNorthwesternOntario.

In December 2015, a ground geophysical exploration program was designed by Condor to investigategeophysicaltargetsgeneratedduringthe2014reviewofdatafromanAeroTEMIVTDEMsurveyflowninlate-2010(Witherley,2014).TheCompanycontractedAbitibiGeophysicsInc.toconductaline-cutting,groundtime-domainelectromagnetic(TDEM)survey,andgroundDCresistivity/inducedpolarization(DCIP/RES)survey.ThelinecuttingandsurveyworkwascompletedinDecember2015.Theresultsofthe2015in-the-fieldgeophysicsprogramisbeingreviewedbytheCompanyandCondor.

4. SUMMARYOFQUARTERLYRESULTS

Thequarterlyresultsareasfollows:

TheCompany’squarterlyoperatingexpensesdecreased inQ12016compared toQ42015,duemostly to theonetimeseveranceexpenserelatedtothedepartureoftheCEOinthefourthquarterof2015.Thiswasoffsetinpart by a general increase in the level of activity related to the operation of the business. Factors causingsignificant changes between the most recently completed eight quarters have been items such as non-cashshare-basedexpenses, consulting fees, legal fees, salaries, and relationsandbusinessdevelopmentexpenses.Comprehensive loss increased in the three month period endedMarch 31, 2015 compared to the previous

31-Mar-16 31-Dec-15 30-Sep-15 30-Jun-15Lossbeforenon-operatingincome,aftertaxes $(910,755) $(1,632,237) $(1,286,966) (1,606,325)$ NETLOSSANDCOMPREHENSIVELOSS (911,521) (700,212) (802,277) (1,392,117)NetLosspercommonshare,basicanddiluted (0.01) (0.01) (0.01) (0.01)Totalassets 58,091,386 61,799,545 55,531,216 54,900,916

31-Mar-15 31-Dec-14 30-Sep-14 30-Jun-14Lossbeforenon-operatingincome,aftertaxes (1,457,372)$ (1,567,239)$ (1,134,577)$ (1,322,276)$ NETLOSSANDCOMPREHENSIVELOSS (1,369,685) (1,078,222) (1,106,802) (1,245,954)NetLosspercommonshare,basicanddiluted (0.01) (0.01) (0.01) (0.01)Totalassets 56,235,055 58,717,543 47,635,255 49,363,117

Threemonthsended

Threemonthsended


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quarterdueadecreaseintheflow-throughsharepremiumamortizationthatoccurredinthefourthquarteroftheyear.

5. DISCUSSIONOFOPERATIONS

All of the informationdescribedbelow is accounted for in accordancewith IFRS, as issuedby IASB. Refer toNote3of theCompany’s annual audited consolidated financial statements for the year endedDecember31,2015 forWellgreen Platinum’s summary of significant accounting policies. For a discussion on each project,refertothe“PropertySummary”sectionofthisMD&A.

ThreeMonthsEndedMarch31,2016ComparedtoThreeMonthsEndedMarch31,2015

ForthethreemonthsendedMarch31,2016,theCompanyrecordedanetlossof$911,521or$0.01persharecomparedtoanetlossof$1,369,385or$0.01pershareintheyear-over-yearcomparablequarterofMarch31,2015. The overall decrease in net loss of $457,864 is primarily due to a reduction in relations and businessdevelopmentactivities,share-basedpayments,salariesandwages. Thesereductionsinnetlosswerepartiallyoffsetbyincreasesinprofessionalfees.

ThreeMonthsEnded

March31,2016

ThreeMonthsEnded

March31,2015 Discussion

Consulting $4,194 $22,720 Decreaseof$18,526duetoloweroverallexternalconsultingservices.

Depreciation $6,273 $5,496 Expansionofcampfacilitiesshelter,andmodestleaseholdimprovementsresultinginincreaseddepreciationperiodoverperiod(“POP”).

Foreignexchangeloss(gain)

$29,192 $8,646 Increaseinforeignexchangelossin2016duetotheCAD/USDforeignexchangefluctuationsduringtheperiod.

Insurance $11,803 $11,803 UnchangedPOP.

InterestPartXII.6 Nil $16,760 ThedecreasewasduetonoPartXII.6interestbeingincurredastheflowthroughobligationwasmetin2015.

Office $80,673 $124,046 Decreaserelatedtoalowerlevelofofficecostascomparedtothepriorperiod.

Professionalfees $275,478 $121,143 Overallincreaseinuseofexternalprofessionalservicesincludinglegal.


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ThreeMonthsEnded

March31,2016

ThreeMonthsEnded

March31,2015 Discussion

Propertymaintenance

$15,453 $18,152 MinordecreaseinlevelsofrequiredmaintenanceactivityonShakespeareproperty.

Regulatory $21,388 $61,943 Decreasein2016isduetogeneraldecreaseinlevelofactivity.

Relationsandbusinessdevelopment

$93,577 $241,247 Overalldecreaseinactivitylevelsandcostcontainment.

Salaries,wages(includingseverance)

$363,480 $553,095 Thedecreasewasrelatedtocostcontainmentandrestructuringofstaffingrequirements.

Share-basedpaymentexpense

$9,244 $272,321 LowerlevelsofoptionandSARgrantsandvestingPOP.

Accretionexpense $(4,036) $(3,941) Modestincreaseduetohigherlevelofaccretionaccruedascomparedtopriorperiod.

Flowthroughsharepremium

Nil $29,929 Theflowthroughamortizationdecreasedtozeroastheflowthroughliabilitywasfullyamortizedattheendof2015.

Gainonrecoveryofexplorationdeposits

Nil $58,202 Noadditionalrecoveryofexplorationdepositsoccurredintheperiod.

Interestincome $(3,270) $(3,497) Interestincomeremainedrelativelyunchanged,duetosimilarcashbalancesPOP.

6. LIQUIDITYANDCAPITALRESOURCES

Liquidity

Asanexplorationcompany,WellgreenPlatinumhasnoregularcash in-flowfromoperations,andthe levelofoperations is principally a function of the availability of capital resources. To date, the principal source offundinghasbeenequityfinancing.


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As atMarch31, 2016, theCompanyhad approximately $5.6million in cash and cash equivalents (March31,2015 – $8.2 million). For the foreseeable future, as existing properties are explored and evaluated, theCompanywillcontinuetoseekcapitalthroughtheissuanceofequity,strategicalliancesorjointventures,anddebt,ofwhichtheCompanycurrentlyhasnone.

Major expenditures are required to establish mineral reserves, to develop metallurgical processes and toconstruct mining and processing facilities at a particular site. The recoverability of valuations assigned toexploration and developmentmineral properties are dependent upon discovery of economically recoverablereserves,theabilitytoobtainnecessaryfinancingtocompleteexploration,developmentandfutureprofitableproductionorproceedsfromdisposition.

Management reviews the carrying value of the Company’s interest in each property and where necessary,exploration and evaluation mineral properties are written down to their estimated recoverable amount orwrittenoff.

Althoughmanagementhasmadeitsbestestimateofthesefactors,itisreasonablypossiblethatcertaineventscouldadverselyaffectmanagement’sestimatesofrecoverableamountsandtheneedfor,aswellastheamountof,provisionforimpairmentinthecarryingvalueofexplorationpropertiesandrelatedassets.

ManyfactorsinfluencetheCompany’sabilitytoraisefunds,andthereisnoassurancethattheCompanywillbesuccessfulinobtainingadequatefinancingandatfavourabletermsfortheseorotherpurposesincludinggeneralworking capital purposes. See section 10 “Risks and Uncertainties” below. Wellgreen Platinum’s financialstatements have been prepared on a going concern basis, which contemplates the realization of assets andsettlementofliabilitiesinthenormalcourseofbusinessfortheforeseeablefuture.Realizationvaluesmaybesubstantiallydifferentfromcarryingvalues,asshown,andtheseconsolidatedfinancialstatementsdonotgiveeffect to the adjustment that would be necessary to the carrying values and classifications of assets andliabilitiesshouldWellgreenPlatinumbeunabletocontinueasagoingconcern.

WorkingCapital

As at March 31, 2016, Wellgreen Platinum had working capital of $4.1 million (December 31, 2015 – $3.4million).WorkingcapitalincreasedasatMarch31,2016ascomparedtoDecember31,2015duetoanincreaseincashfromtheclosingofaportionofthefirsttrancheofaprivateplacementequityfinancing.

TheCompanyhasmanageditsworkingcapitalbycontrollingitsspendingonitspropertiesandoperations.Dueto theongoingplannedadvancementofprojectmilestones (from theexisting2015PEA to thePre-Feasibilitystage)forourcoreWellgreenProjectoverthenearterm,WellgreenPlatinumintendstocontinuerequiringcashfor operations and exploration activities as expenditures are incurred while no revenues are generated.Therefore,our continuanceasagoingconcern isdependentuponourability toobtainadequate financing tofundfutureexplorationanddevelopmentandthepotentialconstructionofamine,inordertoreachprofitable


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levelsofoperation. It isnotpossibletopredictwhetherfuturefinancingeffortswillbesuccessfulorwhetherfinancingonfavourabletermswillbeavailable.

OnMarch 28, 2016, pursuant to a portion of the first tranche of a private placement equity financing, theCompanyissued14millionUnitstoElectrumatapriceof$0.20perUnit,fortotalgrossproceedsof$2.8million.

Subsequenttotheendofthequarter,pursuanttothecompletionoftheprivateplacementequityfinancing,theCompany issued a further 56.5 million Units at a price of $0.20 per Unit, for total gross proceeds of $11.3million.

WellgreenPlatinumhasno long-termdebtandno long-term liabilities,other thanaprovision forclosureandreclamationof$672,620 relating to itsShakespeareproperty,which is fully securedwithexisting reclamationcashdeposits amounting to$670,604. TheCompanyhasno capital leaseobligations,operatingor anyotherlongtermobligations,otherthanmodestofficeleaserentexpense.

CashFlowHighlights

CashFlowsfortheThreeMonthsEndedMarch31,2016andtheThreeMonthsEndedMarch31,2015

Operatingactivities

Cash used in operating activitieswas $6.5million in the current period compared to cash used in operatingactivities of $1.2 million in the prior comparative period. This increase is due primarily to the payment ofaccounts payable accumulated at December 31, as a result of a higher level of exploration activities. AtDecember 31, 2015, significant work was still ongoing, whereas at December 31, 2014, much of the 2014programhadconcluded.

Investingactivities

Cashused in investing activities in the currentperiodwas$0.7million, compared to$1.5million in thepriorcomparativeperiod.Thedecreaseof$0.8millionincashusedininvestingactivitieswasduetoandecreaseinexplorationexpenditurescomparedtothepriorcomparableperiod.

ThreeMonthsEnded ThreeMonthsEndedMarch31,2016 March31,2015

Cashusedinoperatingactivities $ (6,495,583) $ (1,153,169)Cashusedininvestingactivities (684,056) (1,500,082)Cashprovidedbyfinancingactivities 2,955,478 369,672Netincrease(decrease)incashfortheperiod (4,224,161) (2,283,579)Cashbalance,beginningoftheperiod 9,862,391 10,495,642Cashbalance,endoftheperiod $ 5,638,230$ 8,212,063


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Financingactivities

Cashinflowfromfinancingactivitieswas$3.0millioninthecurrentperiodcomparedto$0.4millioninthepriorcomparativeperiod.TheincreaseincashfromfinancingactivitieswasduetothegrosscashreceivedfromtheMarch28,2016equityprivateplacementascomparedtothepriorperiod.

Capitalresources

As of March 31, 2016, and as of the date of this MD&A, the Company had $5.6 million and $16.1 million,respectively,incashandcashequivalents.AlloftheCompany’scashequivalentsareondepositwithCanadianbanksandbrokeragehouses, inhighly liquid,short-terminterest-bearing investmentswithmaturitiesofthree(3) monthsorlessfromtheoriginaldateofacquisition.

ThecompanyhasnocommitmentsforcapitalexpendituresasatMarch31,2016.

ContractualCommitments

KluaneFirstNationExplorationCooperationandBenefitsAgreement

OnAugust1,2012,WellgreenPlatinumenteredintoanexplorationcooperationandbenefitsagreement,withtheKluaneFirstNation,underwhichtheCompanymakesannualpaymentstotheKluaneFirstNationaspartofourprogramforresponsiblemineraldevelopmentoftheWellgreenproject.

SagamokAnishnawbekFirstNationAgreement

Under the Impact and Benefits Agreement (“IBA”) dated August 12, 2009, between URSA and SagamokAnishnawbek First Nation (“Sagamok”), Wellgreen Platinum has committed to make an annual payment toSagamok related to the Shakespeare property provided that the Shakespeare Mine and Mill Project is inproductionandatsuchtimeasURSA’saggregatenetprojectoperatingprofitsbeforetaxesreceivedfromtheShakespeareProjectareequal toorgreater than its initial capital investment in theShakespeareProjectplusinterest.ThetermsoftheIBAareconfidential;theIBAalsoprovidesforjobtraining,employment,scholarship,businessrelationsandfinancialparticipationincommunitydevelopmentprojects.

OfficeLease

TheCompanyhasalsoenteredintoanofficesubleaseagreementfortheheadoffice(upto2020),contractsforcorporateheadofficeequipment,alongwithcommitmentsundertheexplorationcooperationagreementwhichaggregatedasfollow:


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CapitalRiskManagement

WellgreenPlatinum’scapitalstructureconsistsofcommonshares,stockoptions,stockappreciationrightsandwarrants.TheCompanymanagesitscapitalstructureandmakesadjustmentstoit,basedonavailablefunds,inorder to support the acquisition and exploration of mineral properties. The Board does not establishquantitativereturnsoncapitalcriteriaformanagement.

ThepropertiesinwhichWellgreenPlatinumcurrentlyhasaninterestareintheexplorationstage.Assuch,theCompany isdependentonexternal financing to fund its activities. Inorder to carryoutandpay forplannedexplorationanddevelopmentalongwithoperatingadministrativecosts,theCompanywillfundsuchcostsoutofexistingworkingcapitalandadditionalamountsraised.

Management reviews its capitalmanagement approachon anongoingbasis andbelieves that this approach,given the relative sizeof theCompany, is reasonable. Therewerenochanges in theCompany’sapproach tocapital management during the three months ended March 31, 2016. Neither Wellgreen Platinum nor itssubsidiaries are subject to externally imposed capital requirements. The Company’s investment policy is toinvestitssurpluscashinhighlyliquidshort-terminterest-bearinginvestmentswithmaturitiesofsixmonthsorlessfromtheoriginaldateofacquisition,allheldwithmajorCanadianfinancialinstitutions.

7. TRANSACTIONSWITHRELATEDPARTIES

TheCompanyhas identified itsdirectorsandcertainseniorofficersas itskeymanagementpersonnelandthecompensation costs for key management personnel and companies related to them were recorded at theirexchangeamountsasagreeduponbytransactingpartiesasfollows:

DuringthethreemonthsendedMarch31,2016,theCompanyincurred:

• directorfeesof$26,374(threemonthsendedMarch31,2015-$24,000)for independentdirectorsoftheCompany;and

• $223,000(threemonthsendedMarch31,2015-$405,950)insalariesandwagesexpensestoofficersoftheCompany.

Year Amount $2016 200,618 2017 235,064 2018 141,425 2019 137,786 2020 137,786


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Asummaryoftheexpensesbynatureisasfollows:

AsatMarch31,2016,amountsduetorelatedpartiestotalled$109,792(December31,2015–$902,568)andwas comprised of $26,374 (December 31, 2015 – $48,800) for director fees, $77,200 (December 31, 2015 –$89,200) for provision of bonuses, $nil (December 31, 2015 – $14,567) owing to directors and officers forbusinessexpensereports,and$nil(December31,2015–$750,000)forseveranceamounts.Theamountsduetorelatedpartiesarenon-interestbearingandaredueupondemand.

InconnectionwiththeCompany’sJune20,2013,$5.9millionequityprivateplacement(the“June2013PrivatePlacement”),at$0.70perunit,theCompanyadvancedloans(the“Loans”)intheaggregateamountof$892,500tomembersoftheCompany’sseniormanagementteaminordertoretaintheirlong-termcommitmentstotheCompanyandtoassistthemtoincreasetheirshareownershipintheCompanybysignificantlyparticipatingintheJune2013PrivatePlacementforthetotalamountoftheLoans.AllsharesandwarrantswerethendeliveredtotheCompanyassecurity.TheLoansbearinterestatarateprescribedbytheCanadaRevenueAgency,whichiscurrently1%.

During the three months endedMarch 31, 2015, pursuant to amended loan agreements, each of the Loanrecipients repaid, in cash,50%of theprincipal amountof his respective Loan, togetherwithaccrued interestthereon, totheCompany, resulting intheCompanyreceiving, inaggregate,$454,043 inprincipaland interestpayments. Aspart of these Loan repayments, theCompany’s securitywas reducedby a corresponding50%,resultinginthedischargeandreleaseofatotalof637,500sharesand637,500warrantsthattheLoanrecipientshadsubscribedforundertheJune2013PrivatePlacement.

AsatDecember31,2015theprincipalandinterestbalanceoftheLoansreceivablewas$457,790,isdueupondemand,andtheCompanyheldassecurity,637,500sharesand637,500warrants.

DuringtheperiodendedMarch31,2016oneoftheLoanrecipientsrepaidthebalanceofhisoutstandingLoanprincipal and interest amounting to $143,839, and the Company discharged and released a total of 200,000sharesand200,000warrantstosuchLoanrecipient.

TheamendedloanagreementsareavailableundertheCompany’sSEDARprofileatwww.sedar.com.

March31,2016 March31,2015Directorfees 26,374 24,000Salaries,wagesandseverance 223,000 405,950Share-basedpaymentcompensation 13,102 304,849

262,476 $ 734,799

ThreeMonthsEnded


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ThebalanceoftheLoansandaccruedinterestasofthedateofthisMD&Ais$314,712.

8. KEYMANAGEMENTCOMPENSATION

The key management of the Company comprises executives and non-executive directors and seniormanagement.Theremunerationofdirectorsandothermembersofkeymanagementwasasfollows:

9. FINANCIALINSTRUMENTSANDRELATEDRISKS

TheBoard, through theAuditCommittee, is responsible for identifying theprincipal risks facing theCompanyandensuringthatriskmanagementsystemsareimplemented.TheCompanymanagesitsexposuretofinancialrisks, includingliquidityrisk,foreignexchangeraterisk, interestraterisk,andcreditriskinaccordancewithitsriskmanagementframework.TheBoardreviewstheCompany’spoliciesperiodically.

FinancialInstruments

ThefollowingtablesetsforththeCompany’sfinancialassetsandliabilitiesthataremeasuredatfairvalueonarecurringbasisbylevelwithinthefairvaluehierarchy.AsatMarch31,2016,thosefinancialassetsandliabilitiesareclassifiedintheirentiretybasedonthelevelofinputthatissignificanttothefairvaluemeasurement.

ManagementLoansReceivable(PrincipalandInterest) AmountBalance,December31,2015 $ 457,790Less:Principalandinterestpaid (143,839)Interestaccrued 761Balance,March31,2016 $ 314,712

March31,2016 March31,2015Remunerationandshort-termbenefits 249,374 $ 429,950Share-basedpaymentcompensation 13,102 304,849

262,476 $ 734,799

ThreeMonthsEnded

AsatMarch31,2016 Level1 Level2 Level3 TotalFinancialassetswithrecurringfairvaluemeasurementsCashandcashequivalents $ 5,638,230 $ - $ - $ 5,638,230

AsatDecember31,2015 Level1 Level2 Level3 TotalFinancialassetswithrecurringfairvaluemeasurementsCashandcashequivalents $ 9,862,391 $ - $ - $ 9,862,391


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RelatedRisks

CreditRisk

TheCompanydoesnotcurrentlygenerateanyrevenuesfromsalestocustomersnordoesitholdderivativetypeinstruments thatwould requireacounterparty to fulfilacontractualobligation. TheCompanydoesnothaveany asset-backed commercial instruments. Financial instruments that potentially subject the Company toconcentrations of credit risks consist principally of cash and cash equivalents, amounts receivable and loansreceivable.TominimizethecreditrisktheCompanyplacescashandcashequivalentswiththehighcreditqualityfinancial institutions. The Company holds shares issued as part of the placement as collateral for the loansreceivable.TheCompanyconsidersitsexposuretocreditrisktobeinsignificant.

LiquidityRisk

LiquidityriskistheriskthattheCompanycannotmeetitsfinancialobligations.TheCompanymanagesliquidityrisk and requirements bymaintaining sufficient cash and cash equivalent balances and/or through additionalfinancings to ensure that there is sufficient capital in order tomeet short termobligations. As atMarch31,2016, theCompanyhascashandcashequivalentsof$5.6millionandfinancial liabilitiesof$1.3millionwhichhave contractualmaturities of 90 days or less. The Companywill require additional sources of equity, jointventurepartnershipordebt financingto fundongoingoperationsandtheexplorationanddevelopmentof itsmineralproperties.IntheeventthattheCompanyisnotabletoobtainadequateadditionalfundingtocontinueas a going concern,material adjustments would be required to both the carrying value and classification ofassets and liabilities on the consolidated statement of financial position. It is not possible to predict, due tomanyexternalfactorsincludingcommoditypricesandequitymarketconditions,astowhetherfuturefinancingwillbesuccessfuloravailableatall.

ForeignExchangeRisk

TheCompanyhasoperationsinCanadaandundertakestransactionsinCanadianandUnitedStatescurrencies.The Company has very limited exposure to foreign currency risk arising from transactions denominated in aforeigncurrency.TheCompany’sreportingandfunctionalcurrencyisCanadiandollars. TheCompanyholdsalimitedamountofcashdenominatedinUnitedStatesdollars(“USD”).A10%strengtheningorweakeningoftheUSDwillhaveaninsignificantimpactontotalassetsandloss.TheCompanycurrentlydoesnotuseanyforeignexchangecontractstohedgethiscurrencyrisk.

InterestRateRisk

TheCompanymanagesitsinterestrateriskbyobtainingcommercialdepositinterestratesonitscashandcashequivalentsavailableinthemarketfromthemajorCanadianfinancialinstitutions.

Marketrisk

Marketriskistheriskthatthefairvalueof,orfuturecashflowsfrom,theCompany’sfinancialinstrumentswillsignificantlyfluctuateduetochangesinmarketprices.Thesaleofthefinancialinstrumentscanbeaffectedbychangesininterestrates,foreignexchangerates,andequityprices.TheCompany,atthistime,hasverylimitedexposure to market risk in trading its investments. However, in the future when the Company has largerinvestments in themarket, unfavorablemarket conditions could result in dispositions of investments at lessthanfavourableprices.TheCompany’sinvestmentsareaccountedforatestimatedfairvaluesandaresensitivetochangesinmarketprices,suchthatchangesinmarketpricesresultinaproportionatechangeinthecarrying


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valueoftheCompany’sinvestments.TheCompany’sabilitytoraisecapitaltofundmineralresourceexplorationis subject to risks associated with fluctuations in commodity, mineral resource, andmineral resource sectorpubliccompanyprices.Managementcloselymonitorscommodityprices,individualequitymovements,andthestockmarkettodeterminetheappropriatecourseofactiontobetakenbytheCompany.

10. RISKSANDUNCERTAINTIES

Wellgreen Platinum’s business is the exploration and development of mining properties. As a result, theCompany’soperationsarespeculativeduetothehigh-risknatureofitsbusiness.

Whetheramineraldepositwillbecommerciallyviabledependsonanumberoffactors,whichinclude,amongotherthings,receiptofadequatefinancing;the interpretationofgeologicaldataobtainedfromdrillholesandother sampling techniques; feasibility studies (which include estimates of cash operating costs based uponanticipatedtonnageandgradesofmineralizedmaterialtobeminedandprocessed);theparticularattributesofthedeposit, suchas size,gradeandmetallurgy;expected recovery ratesofmetals fromtheore;proximity toinfrastructureand labour; thecostofwaterandpower;anticipatedclimacticconditions;cyclicalmetalprices;fluctuationsininflationandcurrencyexchangerates;higherinputcommodityandlabourcosts;theissuanceofnecessary permits; and government regulations, including regulations relating to prices, taxes, royalties, landtenure,landuse,importingandexportingofmineralsandenvironmentalprotection.Theexacteffectofthesefactors cannot be accurately predicted, but the combination of any of these factors may adversely affectWellgreenPlatinum’sbusiness.

The risks and uncertainties set out below are not the only ones thatWellgreen Platinum faces, and readersshouldrefertotheCompany’sannualinformationformfortheyearendedDecember31,2015(availableunderWellgreen Platinum’s SEDAR profile at www.sedar.com) for a discussion of additional risks which couldmateriallyaffecttheCompany’sfutureoperatingresultsandcouldcauseactualeventstodiffermateriallyfromthose described in forward-looking statements relating to the Company. Furthermore, additional risks anduncertaintiesnotpresentlyknowntotheCompanyorthattheCompanycurrentlyconsidersimmaterialmayalsoimpairitsbusinessoperations.

MetalPrices

Wellgreen Platinum’s projected operating cash flow under the 2015 PEA is anticipated to be derived fromplatinum, palladium, gold, nickel, copper and cobalt. The price of its shares, and the exploration anddevelopment of the Company’s projects in the future may be materially adversely affected by significantdeclines in the price of these metals. Metal prices fluctuate widely and are affected by numerous factorsbeyondWellgreenPlatinum’scontrol,suchasglobalsupplyanddemand, inflationordeflation,globalpoliticaland economic conditions of major metals-producing and metals-consuming countries throughout the world.FuturepricedeclinescouldcausesuspensionofdevelopmentofWellgreen’sproperties,and/orproductionfromWellgreen’spropertiestobeuneconomic.


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Furthermore,Mineral Resource and Reserve calculations and economic assessments are based on long-termmetal price assumptions and using significantly lower metal prices could result in material reductions ofresourcesorreservesandcouldimpacttheviabilityofaproject.

SubstantialCapitalRequirements

TheCompanyanticipatesthatitwilltakesubstantialcapitalexpendituresfortheexploration,developmentandproductionof ourproperties. Asweare in theexploration stagewithno revenuebeing generated from theexploration activities on our mineral properties, we are dependent on the capital markets to raise fundsnecessary to undertake or complete future exploration work, including drilling programs. There can be noassurancethatdebtorequityfinancingwillbeavailableorsufficienttomeettheserequirementsorthatitwillbeontermsacceptabletous.Moreover,futureactivitiesmayrequireustoalterourcapitalizationsignificantly.Aninabilitytoaccesssufficientcapitalforouroperationscouldhaveamaterialadverseeffectonourfinancialcondition, results of operations or prospects. In particular, failure to obtain such financing on a timely basiscouldcauseustoforfeitourinterestincertainproperties,misscertainacquisitionopportunitiesandreduceorterminateouroperations.

ExplorationandDevelopmentRisks

Theexplorationforanddevelopmentofmineralsinvolvessignificantrisks,whichevenacombinationofcarefulevaluation,experienceandknowledgemaynoteliminate.Theserisksinclude:

• fewpropertiesthatareexploredareultimatelydevelopedintoproducingmines;

• therecanbenoguaranteethattheestimatesofquantitiesandqualitiesofmineralsareaccurateorthatsuch minerals will be economically recoverable; with all mining operations there is uncertainty and,therefore, risk associated with operating parameters and costs resulting from the scaling up ofextractionmethodstestedinpilotconditions;and

• majorexpensesaretypicallyrequiredtolocateandestablishMineralReserves,todevelopmetallurgicalprocessesandtoconstructminingandprocessingfacilitiesataparticularsite. Wecannotensurethatthe exploration or development programs planned by Wellgreen Platinum will result in a profitablecommercialminingoperation.

UncertaintyRelatingtoInferredMineralResources

InferredMineralResourcesthatarenotMineralReservesdonothavedemonstratedeconomicviability.Duetothe uncertaintywhichmay attach to InferredMineral Resources, there is no assurance that InferredMineralResourceswillbeupgradedtoProvenandProbableMineralReservesasaresultofcontinuedexploration.


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AbilitytoContinueasaGoingConcern

Wehave limitedfinancialresourcesandnooperatingcashflow. Ourabilitytocontinueasagoingconcern isdependentupon,amongotherthings,obtainingthenecessaryfinancingtodevelopandprofitablyproducesuchmineral reserves, or, alternatively, disposing of our interests on a profitable basis. Any unexpected costs,problemsordelayscouldseverelyimpactourabilitytocontinueexplorationanddevelopmentactivities.

Shouldwebeunabletocontinueasagoingconcern,realizationofassetsandsettlementof liabilities inotherthanthenormalcourseofbusinessmaybeatamountsmateriallydifferentthanourestimates.

LitigationandRegulatoryProceedings

Wemaybesubject tocivil claims (includingclassactionclaims)basedonallegationsofnegligence,breachofstatutoryduty,publicnuisanceorprivatenuisanceorotherwise inconnectionwithouroperations. Whileweare presently unaware of any potential material liability, such liability could be material to us and couldmaterially adversely affect our ability to continue operations. In addition, wemay be subject to actions orrelatedinvestigationsbyregulatoryauthoritiesinconnectionwithouractivitiesatourWellgreen,Shakespeareorotherproperties.Suchactionsmayincludeprosecutionforbreachofrelevantlegislationorfailuretocomplywith the terms of our licenses and permits andmay result in liability for pollution, other fines or penalties,revocations of consents, permits, approvals or licenses or similar actions, which could be material and mayimpacttheresultsofouroperations.Ourcurrentinsurancecoveragemaynotbeadequatetocoveranyorallthepotentiallosses,liabilitiesanddamagesthatcouldresultfromtheciviland/orregulatoryactionsreferredtoabove.

UnitedStatesInvestors-WeareapublicCanadiancompany,withourprincipalplaceofbusinessinCanada.AmajorityofourdirectorsandofficersareresidentsofCanadaandallofourassetsandtheassetsofamajorityofour directors and officers are located outside the United States. Consequently, it may be difficult for U.S.investors to effect service of process within the United States upon Wellgreen Platinum or its directors orofficers or such experts who are not residents of the United States, or to realize in the United States uponjudgmentsofcourtsoftheUnitedStatespredicateduponcivilliabilitiesundertheUnitedStatesSecuritiesActof1933, as amended. Investors should not assume that Canadian courts: (i) would enforce judgments of U.S.courtsobtainedinactionsagainstWellgreenPlatinumorsuchdirectors,officersorexpertspredicateduponthecivilliabilityprovisionsoftheU.S.federalsecuritieslawsorthesecuritiesor“bluesky”lawsofanystatewithinthe United States; or (ii) would enforce, in original actions, liabilities against Wellgreen Platinum or suchdirectors, officers or experts predicated upon the U.S. federal securities laws or any such state securities or“bluesky”laws.

TitletoMineralProperties

Although theCompanyhas taken steps to verify title tomineral properties inwhich it has an interest, theseprocedures do not guarantee the Company’s title. Such properties may be subject to prior agreements ortransfersandtitlemaybeaffectedbyundetecteddefects.


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11. PROPOSEDTRANSACTIONS

Wedonot currently have anyproposed transactions; however, theCompany from time to timedoes reviewpotential property acquisitions in addition to conducting further exploration work on its properties. TheCompanyreleasesappropriatepublicdisclosureasitconductsexplorationworkonitsexistingpropertiesandiftheCompanymakesanacquisition.

12. DISCLOSUREOFSHARECAPITAL

CommonSharesandPreferredShares

Authorized–unlimitednumberofcommonshareswithoutparvalue.

OnMarch 31, 2016 andMay 12, 2016, the date of thisMD&Awe had (i) 139,428,061 common shares and195,928,061 common shares, issued and outstanding; (ii) 3,276,000 options to acquire common shares(“Options”)and3,276,000Options,respectively,outstanding;(iii)5,347,000stockappreciationrightstoacquirecommon shares (“SARs”) and 5,297,500 SARs, respectively, outstanding; and (iv) 53,617,244 common sharepurchase warrants to acquire common shares (“Warrants”) and 110,117,244 Warrants, respectively,outstanding.

TheCompanyisalsoauthorizedtoissueanunlimitednumberofpreferredshareswhicharewithoutparvalue,non-voting, issuable in serieswith rights and termsof each series to be fixed by theBoard ofDirectors. Nopreferredshareshavebeenissued.

StockOptions

The Company has a share-based compensation plan (the “Share-Based Compensation Plan”) in place underwhichit isauthorizedtograntstockoptions(options),bonussharesand/orstockappreciationrights(SARs)toits employees, directors, officers and consultants enabling them to acquire common shares of the Company.TheShare-BasedCompensationPlanwasmost recentlyamendedby theCompany’sshareholdersat the2015AGM.TheaggregatenumberofcommonsharesissuablepursuanttotheexerciseofawardsgrantedundertheShare-Based Compensation Plan, plus the aggregate number of common shares issuable pursuant to theexerciseofoutstandingstockoptionsthatwerepreviouslygrantedundertheCompany’s2012stockoptionplan,cannotexceed12.5%ofthenumberofcommonsharesoftheCompanythatareissuedandoutstandingatthetimeofanawardgrant. Under theShare-BasedCompensationPlan, theCompanycan issuevarious typesofawards such as Options, SARs, tandem SARs, bonus shares, performance share units, restricted share units.UndertheShare-BasedCompensationPlan,thetermofOptions,SARsandtandemSARsaredeterminedbytheCompany’sCompensationCommittee,provided,however,thatnoOption,SARortandemSARcanbeexercisedlaterthanthetenth(10th)anniversarydateofitsgrant.

AsatthedateofthisMD&A,thefollowingoptionswereoutstanding:


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StockAppreciationRights

AsofthedateofthisMD&A,thefollowingSARswereoutstanding:

May 12, December 31,Exercise 2016 2015Price ExpiryDate

2.25$ 165,000 215,000 December12,20163.68$ 70,000 170,000 February3,20173.09$ 30,000 70,000 April4,20172.67$ 50,000 50,000 May9,20171.15$ 375,000 375,000 August7,20171.16$ 554,000 689,000 August7,20171.14$ 12,000 12,000 August16,20171.65$ 125,000 125,000 September24,20171.24$ 500,000 500,000 October17,20171.14$ 800,000 800,000 September16,20161.25$ 595,000 595,000 November5,2017

3,276,000 3,601,000

Outstanding&Exercisable

GrantDate ExercisePrice

NumberofStockAppreciationRights

Outstanding Exercisable ExpiryDateJanuary15,2014 0.57$ 2,200,000 2,200,000 January15,2019January15,2014 0.57$ 1,000,000 1,000,000 September16,2016January15,2014 0.57$ 150,000 150,000 May23,2016February3,2015 0.61$ 1,341,250 1,005,938 February3,2020February3,2015 0.61$ 500,000 500,000 September16,2016February3,2015 0.61$ 50,000 50,000 April6,2016February3,2015 0.61$ 56,250 56,250 May23,2016

5,297,500 4,962,188


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SharePurchaseWarrants

AsofthedateofthisMD&A,thefollowingwarrantswereoutstanding:

1 Uponexercise,eachofthesewarrantsentitlestheholderthereoftoonecommonshareoftheCompanyandonecommonsharepurchasewarranttopurchaseonecommonshareoftheCompany,exercisableat$0.90andwithanexpirydatethatis24monthsafterthedatetheinitialwarrantisexercised.

2 Eachwarrantisexercisableforoneshare,subjecttotherightoftheCompanytoservenoticetoacceleratethestatedexpirydateofthewarrantstoadatethatisnotlessthan30daysfollowingdeliveryofwrittennoticetoholdersofthewarrantsif,atanytime,theclosingpriceoftheCompany’scommonsharesequalsorexceedstheacceleratorpriceforaperiodoften(10)consecutivetradingdays.

3 PursuanttoTSXapprovalonSeptember17,2015,the8,086,264warrantsoutstandinghavebeenamendedsuchthattheexpirydatehasbeenextendedfromJune21,2015,toJune21,2017,andtheexercisepricehasbeenamendedfrom$0.90to$0.60.Inaddition,anacceleratorprovisionhasbeenaddedtothewarrantsthatprovidestheCompanywiththerighttoacceleratetheexpiryofthewarrantstoadatethatisnotlessthan30daysfollowingdeliveryofwrittennoticebytheCompanytotheholdersofthewarrantsiftheclosingpriceoftheCompany’scommonsharesontheTSXequalsorexceeds$0.90foraperiodof10consecutivetradingdays.Ofthe8,086,264warrants,2,750,925warrantsareheldbyinsidersofWellgreenPlatinum,andtheamendmentstosuchwarrantswassubjecttothereceiptofdisinterestedshareholderapproval,whichwasobtainedattheCompany’s2015AGMonSeptember25,2015.

13. OFF-BALANCESHEETARRANGEMENTS

During the three months ended March 31, 2016, the Company was not a party to any off-balance-sheetarrangementsthathave,orarereasonablylikelytohave,acurrentorfutureeffectontheresultsofoperations,financialcondition,revenuesorexpenses,liquidity,capitalexpendituresorcapitalresourcesoftheCompany.

ExercisePrice NumberofWarrants ExpiryDate 2 AcceleratorPrice 2

0.65$ 254,323 1 June24,2016 1.35$ 0.90$ 10,615,650 June24,2016 1.35$ 2.00$ 2,533,604 September29,2016 2.80$ 2.00$ 1,250,000 September29,2016 2.80$ 0.80$ 2,757,703 December31,2016 1.20$ 0.80$ 1,059,700 January9,2017 1.20$ 0.60$ 8,086,264 3 June21,2017 0.90$ 0.40$ 13,060,000 November10,2020 -0.27$ 14,000,000 March24,2021 -0.27$ 1,500,000 April8,2021 -0.27$ 42,107,464 April27,2021 -0.27$ 12,892,536 May3,2021 -

110,117,244


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14. CHANGESINACCOUNTINGSTANDARDS

Therewerenochanges intheCompany’saccountingpoliciesduringthethreemonthsendedMarch31,2016.New and revised accounting standards and interpretations adopted on January 1, 2016, and accountingstandards issued but not yet adopted, are described in Note 2, “Basis of Presentation”, of the unauditedconsolidatedcondensedinterimfinancialstatementsforthethreemonthsendedMarch31,2016.

15. INTERNALCONTROLSOVERFINANCIALREPORTING

TheCompany’smanagement,withtheparticipationofitsInterimPresidentandChiefOperatingOfficeranditsChiefFinancialOfficer,isresponsibleforthepreparationandintegrityoftheCompany’scondensedconsolidatedfinancial statements, including themaintenance of appropriate information systems, procedures and internalcontrols to ensure that information used internally or disclosed externally, including the financial statementsandMD&A, is complete and reliable andprepared in accordancewith IFRS. Management has evaluated theeffectivenessoftheCompany’sdisclosurecontrolsandproceduresandinternalcontroloverfinancialreportingusingtheframeworkestablishedin“InternalControl–IntegratedFramework(2013)”issuedbytheCommitteeof Sponsoring Organizations of the Treadway Commission and has concluded that they were effective as atMarch 31, 2016. The Board follows recommended corporate governance guidelines for public companies toensuretransparencyandaccountabilitytoshareholders.TheAuditCommitteemeetswithmanagementandtheCompany’sexternalauditor to review the financial statementsand theMD&A,and todiscussother financial,operatingandinternalcontrolmatters.

During the three months endedMarch 31, 2016, no significant changes have occurred that have materiallyaffected,orarereasonablylikelytomateriallyaffect,theCompany’sinternalcontroloverfinancialreporting.

Anysystemof internalcontroloverfinancialreporting,nomatterhowwelldesigned,hasinherentlimitations.Thereforeeventhosesystemsdeterminedtobeeffectivecanprovideonlyreasonableassurancewithrespecttofinancialpreparationandpresentation.

16. DISCLOSURECONTROLSANDPROCEDURES

TheCompany’smanagement,withtheparticipationofitsInterimPresidentandChiefOperatingOfficeranditsChiefFinancialOfficer,isalsoresponsibleforthedesignandeffectivenessofdisclosurecontrolsandproceduresthataredesignedtoprovidereasonableassurancethatmaterialinformationrelatedtotheCompany,includingourconsolidatedsubsidiaries,ismadeknowntotheCompany’scertifyingofficers.Management,includingtheInterimPresidentandChiefOperatingOfficerandtheChiefFinancialOfficer,hasevaluatedtheeffectivenessofthedesign andoperationof theCompany’s disclosure controls andprocedures as atMarch31, 2016. Therehave been no changes in the Company’s disclosure controls and procedures during the threemonths endedMarch 31, 2016, that have materially affected, or are reasonably likely to materially affect, the Company’sdisclosure controls and procedures. Based on this evaluation, the Company’s Interim President and ChiefOperatingOfficerandtheChiefFinancialOfficerhaveconcludedthat,asoftheendoftheperiodcoveredbythisMD&A,theCompany’sdisclosurecontrolsandprocedureswereeffectivetoprovidereasonableassurancethat


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theinformationrequiredtobedisclosedbytheCompanyinreportsitfilesisrecorded,processed,summarizedand reported, within the appropriate time periods and is accumulated and communicated to management,including the InterimPresident and ChiefOperatingOfficer and the Chief FinancialOfficer, as appropriate toallowtimelydecisionsregardingrequireddisclosure.

LimitationsofControlsandProcedures

TheCompany’smanagement,includingtheInterimPresidentandChiefOperatingOfficerandtheChiefFinancialOfficer, believes that any disclosure controls and procedures or internal control over financial reporting, nomatter how well conceived and operated, can provide only reasonable, not absolute, assurance that theobjectivesofthecontrolsystemaremet.Further,thedesignofacontrolsystemmustreflectthefactthatthereareresourceconstraints,andthebenefitsofcontrolsmustbeconsideredrelativetotheircosts.Becauseoftheinherent limitations in all control systems, they cannotprovideabsoluteassurance that all control issues andinstances of fraud, if any,within theCompanyhavebeenpreventedor detected. These inherent limitationsincludetherealitiesthatjudgmentsindecision-makingcanbefaulty,andthatbreakdownscanoccurbecauseofsimpleerrorormistake.Additionally,controlscanbecircumventedbytheindividualactsofsomepersons,bycollusionoftwoormorepeople,orbyunauthorizedoverrideofthecontrol.Thedesignofanycontrolsystemalso is based in part upon certain assumptions about the likelihood of future events, and there can be noassurance that any design will succeed in achieving its stated goals under all potential future conditions.Accordingly,becauseoftheinherentlimitationsinacosteffectivecontrolsystem,misstatementsduetoerrororfraudmayoccurandnotbedetected.

17. CRITICALACCOUNTINGESTIMATES

The preparation of these consolidated financial statements in conformitywith IFRS requiresmanagement tomake judgements,estimatesandassumptionswhichaffect the reportedamountsofassetsand liabilitiesandthe disclosure of contingent assets and liabilities at the date of the consolidated financial statements andrevenuesandexpensesfortheperiodsreported.TheCompanybasesitsestimatesandassumptionsoncurrentandvariousotherfactorsthatitbelievestobereasonableunderthecircumstances.Managementbelievestheestimates are reasonable; however, actual results could differ from those estimates and could impact futureresultsofoperationsandcashflows.

Theareaswhich requiremanagement tomake significant estimates andassumptions indetermining carryingvaluesinclude,butarenotlimitedto:

ExplorationandEvaluationExpenditures

The application of the Company’s accounting policy for exploration and evaluation expenditure requiresjudgmentindeterminingwhetheritislikelythatfutureeconomicbenefitswillflowtotheCompany,whichmaybebasedonassumptionsaboutfutureeventsorcircumstances.Estimatesandassumptionsmademaychangeif new information becomes available. If, after expenditure is capitalized, information becomes available


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suggestingthattherecoveryofexpenditureisunlikely,theamountcapitalizediswrittenoffintheprofitorlossintheperiodthenewinformationbecomesavailable.

Depreciation

Significant judgment is involved in thedeterminationofuseful lifeandresidualvalues for thecomputationofdepreciation and no assurance can be given that actual useful lives and residual values will not differsignificantlyfromcurrentassumptions.

Impairment

Thecarryingvalueofpropertyandequipmentisreviewedeachreportingperiodtodeterminewhetherthereisany indicationof impairment. If thecarryingamountofanassetexceeds itsrecoverableamount,theasset isimpairedandanimpairmentlossisrecognizedintheconsolidatedstatementofoperationsandcomprehensiveloss.Theassessmentoffairvalues,includingthoseofthecashgeneratingunits(thesmallestidentifiablegroupofassetsthatgeneratescashinflowsthatarelargelyindependentofthecashinflowfromotherassetsorgroupsof assets) (“CGUs”) for purposes of testing goodwill, require the use of estimates and assumptions forrecoverable production, long-term commodity prices, discount rates, foreign exchange rates, future capitalrequirementsandoperatingperformance.Changesinanyoftheassumptionsorestimatesusedindeterminingthefairvalueofgoodwillorotherassetscouldimpacttheimpairmentanalysis.

SiteClosureandReclamationProvisions

The Company assesses its mineral properties’ rehabilitation provision at each reporting date or when newmaterialinformationbecomesavailable.Exploration,developmentandminingactivitiesaresubjecttovariouslawsandregulationsgoverningtheprotectionoftheenvironment. Ingeneral, these lawsandregulationsarecontinually changingand theCompanyhasmade,and intends tomake in the future,expenditures tocomplywith such laws and regulations. Accounting for reclamation obligations requires management to makeestimatesofthefuturecoststhattheCompanywillincurtocompletethereclamationworkrequiredtocomplywith existing laws and regulations at each location. Actual costs incurred may differ from those amountsestimated.

Also, future changes to environmental laws and regulations could increase the extent of reclamation andremediationworkrequiredtobeperformedbytheCompany.Increasesinfuturecostscouldmateriallyimpacttheamountschargedtooperations for reclamationandremediation.Theprovisionrepresentsmanagement’sbest estimate of the present value of the future reclamation and remediation obligation. The actual futureexpendituresmaydifferfromtheamountscurrentlyprovided.

TitletoMineralProperties

Although theCompanyhas taken steps to verify title tomineral properties inwhich it has an interest, theseprocedures do not guarantee the Company’s title. Such properties may be subject to prior agreements ortransfersandtitlemaybeaffectedbyundetecteddefects.

Share-BasedPayments

Management uses valuation techniques in measuring the fair value of share options and stock appreciationrights(SARs)granted.ThefairvalueisdeterminedusingtheBlackScholesoptionpricingmodelwhichrequires


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management tomake certain estimates, judgements, and assumptions in relation to the expected life of theshare options, SARs and share purchase warrants, expected volatility, expected risk-free rate, and expectedforfeiture rate. Changes to these assumptions could have amaterial impact on the Company’s consolidatedfinancialstatements.

Contingencies

Theassessmentofcontingenciesinvolvestheexerciseofsignificantjudgmentandestimatesoftheoutcomeoffuture events. In assessing loss contingencies related to legal proceedings that are pending against theCompany and that may result in regulatory actions that may negatively impact the Company’s business oroperations, the Company and its legal counsel evaluate the perceivedmerits of the legal proceeding or un-assertedclaimoractionaswellastheperceivedmeritsofthenatureandamountofreliefsoughtorexpectedtobe sought, when determining the amount, if any, to disclose as a contingent liability or when assessing theimpactonthecarryingvalueoftheCompany’sassets.ContingentassetsarenotrecognizedintheCompany’sconsolidatedfinancialstatements.

DeferredIncomeTaxes

Judgement is required to determine which types of arrangements are considered to be a tax on income incontrast to an operating cost. Judgement is also required in determining whether deferred tax assets arerecognisedintheconsolidatedstatementoffinancialposition.Deferredtaxassets,includingthosepotentiallyarisingfromun-utilisedtaxlosses,requiremanagementtoassessthelikelihoodthattheCompanywillgeneratesufficient taxable income in futureperiods, in order to recognisedeferred tax assets.Assumptions about thegenerationof futuretaxable incomedependonmanagement’sestimatesof futureoperationsandcashflows.Theseestimatesoffuturetaxableincomearebasedonforecastcashflowsfromoperations(whichareimpactedbyproductionandsalesvolumes,commodityprices,reserves,operatingcosts,closureandrehabilitationcosts,capital expenditure, and other capital management transactions) and judgement about the application ofexistingtaxlawsineachjurisdiction.Totheextentthatfuturecashflowsandtaxableincomediffersignificantlyfromestimates,theabilityoftheCompanytorealizedeferredtaxassetsoroffsettheseagainstanydeferredtaxliabilitiesrecordedatthereportingdatecouldbeimpacted.


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18. DIRECTORS,OFFICERS,ANDQUALIFIEDPERSON

AsatthedateofthisMD&A,WellgreenPlatinum’sdirectorsandofficersareasfollows:

Directors OfficersandPosition

MyronManternach(Chair) JohnSagman,InterimPresidentandChiefOperatingOfficer

MicheleDarling JeffreyMason,ChiefFinancialOfficer

MarkFields RobertBruggeman,VicePresident,CorporateDevelopment

WayneKirk DeepakGill,CorporateSecretary

MikeSylvestre

AuditCommittee CorporateGovernanceandNominatingCommittee

CompensationCommittee

ExecutiveSearchCommittee

MarkFields(Chair) WayneKirk(Chair) MicheleDarling(Chair) MicheleDarling(Chair)

WayneKirk MyronManternach MarkFields MyronManternach

MikeSylvestre MicheleDarling MikeSylvestre MikeSylvestre

QualifiedPerson

Mr.JohnSagman,P.Eng.isthequalifiedpersonasdefinedunderNI43-101StandardsofDisclosureforMineralProjects(“NI43-101”)whohasreviewedandapproved


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19. CONTACTINFORMATION

HeadOffice ShareInformation InvestorInformation

915-700WPenderSt.Vancouver,BCV6C1G8Canada

Tel:+1-604-569-3690

Ourcommonsharesarelistedfortradingon:(i)theTSXunderthesymbol“WG”;(ii)theOTC-QXunderthesymbol“WGPLF”;and(iii)ontheFrankfurtStockExchangeunderthesymbol“P94P”.

Financialreports,newsreleasesandcorporateinformationcanbeaccessedonourwebsiteatwww.wellgreenplatinum.comandonSEDARatwww.sedar.com

RegisteredOffice TransferAgentandRegistrar ContactInformation

2200HSBCBuilding885WestGeorgiaStreetVancouver,BC,V6C3E8Canada

ComputershareInvestorServicesInc.3rdFloor,510BurrardStreetVancouver,BCV6C3B9

Tel:+1-604-661-9400

Investors:[email protected]

Mediarequestsandqueries:[email protected]

Tel:+1-604-569-3690

20. FORWARD-LOOKINGSTATEMENTS

Certain statements contained in this MD&A constitute “forward-looking statements” within the meaning ofCanadiansecurities legislation. These forward-lookingstatementsaremadeasof thedateof thisMD&AandtheCompanydoesnotundertaketoupdateanyforward-lookingstatementthatmaybemadefromtimetotimebytheCompanyoronitsbehalf,exceptinaccordancewithapplicablelaws.

Forward-looking statements relate to future events or future performance and reflect management’sexpectationsorbeliefsregardingfutureeventsandinclude,butarenot limitedto,statementswithrespecttothe estimation of mineral reserves and resources, the realization of mineral resource and mineral reserveestimates, the timing and amount of estimated future production, costs of production, capital expenditures,successofminingoperations,environmentalrisks,unanticipatedreclamationexpenses,titledisputesorclaimsand limitations on insurance coverage. Readers are cautioned that mineral resources that are not mineralreservesdonothavedemonstratedeconomicviability.


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Except for statements of historical fact relating to the Company, certain information contained hereinconstitutes forward-looking statements. This MD&A contains forward-looking statements which reflectmanagement’s expectations regardingWellgreen Platinum’s future growth for the ensuing year, ourmediumandlongtermgoalsandstrategiestoachievethoseobjectivesandgoals,aswellasstatementswithrespecttoour belief, plans, objectives, expectations, anticipations, estimates and intentions. The words “may”, “will”,“continue”, “could”, “should”, “would”, “suspect”, “outlook”, “believes”, “plan”, “anticipates”, “estimate”,“expects”, “intends” and words and expressions of similar import are intended to identify forward-lookingstatements.Inparticular,statementsregardingtheuseofproceedsfromthePrivatePlacement,resultsofthe2015 PEA, the undertaking of any potential Pre-Feasibility Study, the Company’s future work plans at theWellgreen Project and the ongoing advancement of project milestones at the Wellgreen Project from thepreliminary economic assessment stage to the prefeasibility stage, the supply of liquefied natural gas to theWellgreenProject,other futureexplorationanddevelopmentactivitiesorotherdevelopmentplans, includingthe potential construction of a mine at theWellgreen Project and estimated future financing requirements,containforward-lookingstatements.

Forward-looking statements include, without limitation, information concerning possible or assumed futureresultsoftheCompany’soperationsandestimateofnetpresentvalueoftheWellgreenProjectasdisclosedinpublic disclosed reports, such as the Preliminary Economic Assessment report datedMarch 18, 2015. Thesestatements are not historical facts and only represent the Company’s current beliefs aswell as assumptionsmade by and information currently available to the Company concerning anticipated financial performance,business prospects, strategies, regulatory developments, development plans, exploration and developmentactivitiesandcommitmentsand futureopportunities. Althoughmanagementconsiders thoseassumptions tobereasonablebasedoninformationcurrentlyavailabletothem,theymayprovetobeincorrect.

These statements are not guarantees of future performance and involve assumptions and risks anduncertaintiesthataredifficulttopredict.Therefore,actualresultsmaydiffermateriallyfromwhatisexpressed,impliedorforecastedinsuchforward-lookingstatements.

Bytheirverynature,forwardlookingstatementsinvolveanumberofknownandunknownrisks,uncertaintiesand other factors whichmay cause the actual results, performance, or achievements of the Company to bematerially different from any future results, performance, or achievements expressed or implied by suchforward-looking statements. Readers are cautioned not to place undue reliance on these forward-lookingstatements, and readers are advised to consider such forward-looking statements in light of the risk factorsdetailedunderthesectioninthisMD&Aentitled“RISKANDUNCERTAINTIES”andotherrisksassetforthintheCompany’sannualinformationformfortheyearendedDecember31,2015(whichisavailableunderWellgreenPlatinum’sSEDARprofileatwww.sedar.com).TheCompanycautionsthattheforegoinglistoffactorsthatmayaffectfutureresultsisnotexhaustive.Whenrelyingonanyforward-lookingstatementsinthisMD&AtomakedecisionswithrespecttotheCompany,investorsandothersshouldcarefullyconsidertheriskfactorssetoutinthisMD&Aandotheruncertaintiesandpotentialevents

21. APPROVAL

TheBoardofDirectorsofWellgreenPlatinumLtd.hasreviewedandapprovedthedisclosurecontainedinthisMD&AonMay12,2016.AcopyofthisMD&AwillbeprovidedtoanyonewhorequestsitanditisalsoavailableunderourSEDARprofileatwww.sedar.com.

CONDENSED CONSOLIDATEDINTERIM FINANCIAL STATEMENTS

For the three months ended March 31, 2016(expressed in Canadian Dollars)

Wellgreen Platinum Ltd.Suite 915 - 700 West Pender StreetVancouver, BC, Canada V6C 1G8604.569.3690info@wellgreenplatinum.comwww.wellgreenplatinum.com

2016

NOTICE TO READER

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 interim financial statements.

Commitments (note 19), Contingencies (note 20), Subsequent Events (notes 11(b) and 21) The accompanying notes are an integral part of these condensed consolidated interim financial statements. Approved by the Board of Directors on May 12, 2016:

“/s/ “Mark Fields” “/s/ “Myron Manternach”

Mark Fields, Director Myron Manternach, Director

WELLGREEN PLATINUM LTD. (an exploration stage company)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(Expressed in Canadian Dollars)

Note

March 31,

2016

December 31,

2015

(unaudited)

ASSETS

Current Assets

Cash and cash equivalents 4 $ 5,638,230 $ 9,862,391

Amounts receivable 5(a) 117,923 410,758

Prepaid expenses 6 145,176 73,729

Loans receivable 5(b) 314,712 457,790

6,216,041 10,804,668

Non-Current Assets

Prepaid demobilization deposit 6 300,000 550,000

Deferred finance charges 212,578 -

Reclamation deposit 10 670,604 669,441

Equipment 7 467,089 492,000

Exploration and evaluation mineral properties 8 50,225,074 49,283,436

51,875,345 50,994,877

TOTAL ASSETS $ 58,091,386 $ 61,799,545

LIABILITIES

Current Liabilities

Accounts payable and other liabilities 9 $ 2,009,197 $ 7,619,697

Due to related parties 13 109,792 25,250

2,118,989 7,644,947

Non-Current Liabilities

Provision for mine closure reclamation 11 676,620 672,585

TOTAL LIABILITIES 2,795,609 8,317,532

EQUITY

Share capital 11 110,316,247 107,589,150

Reserves 13,620,687 13,622,499

Deficit (68,641,157) (67,729,636)

TOTAL EQUITY 55,295,777 53,482,013

TOTAL LIABILITIES AND EQUITY $ 58,091,386 $ 61,799,545

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


CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in Canadian Dollars) (unaudited) Three months ended

Note

March 31,

2016

March 31,

2015

OPERATING EXPENSES

Consulting $ 4,194 $ 22,720

Depreciation 6,273 5,496

Foreign exchange loss 29,192 8,646

Insurance 11,803 11,803

Interest (Part XII.6 tax) 9 - 16,760

Office 80,673 124,046

Professional fees 275,478 121,143

Property maintenance 15,453 18,152

Regulatory 21,388 61,943

Relations and business development 93,577 241,247

Salaries, wages and severance 14 363,480 553,095

Share-based payments 12 9,244 272,321

Loss before non-operating items (910,755) (1,457,372)

NON-OPERATING INCOME (EXPENSE)

Accretion expense (4,036) (3,941)

Flow through share premium 10 - 29,929

Gain on recovery of exploration deposits - 58,202

Interest income 3,270 3,497

NET LOSS AND COMPREHENSIVE LOSS (911,521) (1,369,685)

NET LOSS PER COMMON SHARE,

BASIC AND DILUTED $ (0.01) $ (0.01)

WEIGHTED AVERAGE NUMBER OF

COMMON SHARES OUTSTANDING 126,516,950 112,364,149

Supplemental cash flow information (note 18)



CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Canadian Dollars)

March 31, 2016 March 31, 2015

CASH PROVIDED BY (USED IN)

OPERATIONS

Net loss for the period $ (911,521) $ (1,369,685)

Add (deduct) items not affecting cash

Accrued interest income (761) (980)

Accretion expense 4,036 3,941

Depreciation 6,273 5,496

Flow through share premium - (29,929)

Gain on recovery of exploration deposits - (58,202)

Share-based payments 9,244 272,321

(892,729) (1,177,038)

Changes in non-cash working capital balances

Increase in amounts receivable 292,835 177,081

Decrease (increase) in prepaid expenses (71,447) 36,856

Decrease in accounts payable (5,823,078) (190,068)

Decrease (increase) in reclamation deposit (1,163) -

Decrease in Cash Used in Operating Activities (6,495,582) (1,153,169)

INVESTING

Proceeds on recovery of exploration deposits, net - 176,480

Exploration expenditures (684,056) (1,676,562)

Cash Used in Investing Activities (684,056) (1,500,082)

FINANCING

Increase (decrease) in related party liabilities 84,542 (85,351)

Payments received on loans receivable 143,839 455,023

Proceeds from share and warrant issuance, net of issue costs 2,727,097 -

Cash Provided by Financing Activities 2,955,478 369,672

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (4,224,160) (2,283,579)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 9,862,391 10,495,642

CASH AND CASH EQUIVALENTS, END OF PERIOD $ 5,638,231 $ 8,212,063

Three months ended



CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

(Expressed in Canadian Dollars) (unaudited)Number of Common

Common Shares Total

Shares Amount Reserves Deficit Equity

As at January 1, 2015 112,358,390 $ 105,138,928 $ 11,840,815 $ (63,465,345) $ 53,514,398

Shares i ssued from stock appreciation rights exercised 9,671 24,859 (25,879) - (1,020)

Share issue costs - (4,659) - - (4,659)

Share-based payments - - 302,280 - 302,280

Net loss for the three months ended March 31, 2015 - - - (1,369,685) (1,369,685)

As at March 31, 2015 112,368,061 $ 105,159,128 $ 12,117,216 $ (64,835,030) $ 52,441,314

As at January 1, 2016 125,428,061

$ 107,589,150

$ 13,622,499 $ (67,729,636)

$ 53,482,013

Private Placement - March 24, 2016 14,000,000 2,800,000 I - - 2,800,000

Share issue costs - (72,903) I - - (72,903)

Share-based payments - - (1,812) - (1,812)

Net loss for the three months ended March 31, 2016 - - - (911,521) (911,521)

As at March 31, 2016 139,428,061 $ 110,316,247 $ 13,620,687 $ (68,641,157) $ 55,295,777

WELLGREEN PLATINUM LTD.

Notes to the Condensed Consolidated Interim Financial Statements For the three months ended March 31, 2016 and 2015 (Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS

Wellgreen Platinum Ltd., (“Wellgreen Platinum” or the “Company”) is a public company incorporated in British Columbia, and is listed on the Toronto Stock Exchange trading under the symbol WG, and on the OTC-QX under the symbol WGPLF. The Company maintains its head office at 700 West Pender Street, Suite 915, Vancouver, British Columbia, Canada, V6C 1G8.

The Company is in the exploration stage and its principal business activity is the exploration and evaluation of platinum group metals (“PGM”) and nickel mineral properties in North America. The Company is focused on exploring and developing its Wellgreen PGM and nickel project, located in the Yukon Territory, Canada.

The Company is in the process of exploring its mineral property interests and has not yet determined whether its mineral property interests contain economically recoverable mineral reserves. The Company's continuing operations are entirely dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to continue the exploration and development of its mineral property interests and to obtain and maintain the permits necessary to mine, and on future profitable production or proceeds from the disposition of its mineral property interests. These condensed consolidated interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. The Company has a history of losses with no operating revenue, an accumulated deficit at March 31, 2016 of $68.8 million (December 31, 2015 – $67 million), and working capital at March 31, 2016 of $4.1 million (December 31, 2015 – working capital of $3.2 million). The Company will need to seek additional financing to meet its exploration and development objectives.

To increase its funds available for advancing development of the Wellgreen PGM-nickel project, general corporate purposes and working capital, the Company raised $14.1 million in March, April and May 2016 by way of a multi-tranche private placement through the issuance of 70.5 million Units (note 11 (b)) .

The Company believes that its liquid assets at March 31, 2016, combined with amounts received subsequent to the reporting period, are sufficient to meet its known obligations and to maintain its mineral property interests in good standing for at least the next twelve months with moderate exploration activities. However, there can be no assurance that the Company will continue to be able to obtain additional financial resources or will achieve profitability or positive cash flows. If the Company is unable to obtain adequate additional financing, the Company will need to curtail its activities until additional funds can be raised through financing activities. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. BASIS OF PREPARATION

(a) Statement of compliance

These interim financial statements are in compliance with IAS 34, Interim Financial Reporting (“IAS 34”). They do not include all of the information and footnotes required by International Financial Reporting



Standards ("IFRS") for complete financial statements for yearend reporting purposes. These interim financial statements should be read in conjunction with the financial statements of the Company as at and for the year ended December 31, 2015 which were prepared in accordance with IFRS and are publicly available at www.sedar.com. Results for the period ended March 31, 2016 are not necessarily indicative of future results.

(b) Approval of the financial statements

These consolidated financial statements of the Company as at and for the three months ended March 31, 2016 were reviewed and approved by the Board of Directors on May 12, 2016.

3. SIGNIFICANT ACCOUNTING POLICIES

The same accounting policies and methods of computation are followed in these interim financial statements as those used in the annual consolidated financial statements of the Company for the year ended December 31, 2015.

The preparation of interim financial statements in conformity with IAS 34 requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from such estimates. There was no change in the use of estimates and judgments during the current period from those described in note 3 of the Company’s Consolidated Financial Statements for the year ended December 31, 2015.

(a) Measurement basis

These consolidated financial statements are prepared on the historical cost basis except for certain financial instruments, which are measured at fair value. All amounts are presented in the Company’s functional currency which is the Canadian dollar.

(b) Basis of consolidation

The consolidated financial statements include the accounts of the Company and its 100% owned subsidiaries. All material intercompany balances and transactions have been eliminated. Details of the Company’s subsidiaries are as follows:

Principal Activity

Place of incorporation and operation

Ownership interest March

31, 2016 December 31, 2015

Ursa Major Minerals Inc. (“URSA”) Exploration Canada 100% 100% 0905144 B.C. Ltd. Exploration Canada 100% 100% PCNC Holdings Corp. Inactive Canada 100% 100% Pacific Coast Nickel Corp., U.S.A. Inactive U.S.A. 100% 100% Pacific Nickel Sudamerica S.A. Inactive Uruguay 100% 100%



(c) New accounting standards adopted effective January 1, 2016

There were no new or revised accounting standards applicable to the Company scheduled for mandatory adoption on January 1, 2016, and thus no standards were adopted in the current period.

(d) Future changes in accounting standards, which are not yet effective at March 31, 2016

Certain new standards, interpretations and amendments to existing standards have been issued by the International Accounting Standards Board (“IASB”) or the International Financial Reporting Interpretations Committee (“IFRIC”) that are mandatory for the Company’s accounting periods beginning after January 1, 2016, or later periods. Some updates that are not applicable or are not consequential to the Company may have been excluded from the list below.

IFRS 15 – Revenue from Contracts with Customers

In May 2014, the IASB issued IFRS 15 – Revenue from Contracts with Customers ("IFRS 15") which supersedes IAS 11 – Construction Contracts, IAS 18 – Revenue, IFRIC 13 – Customer Loyalty Programmes, IFRIC 15 – Agreements for the Construction of Real Estate, IFRIC 18 – Transfers of Assets from Customers, and SIC 31 – Revenue – Barter Transactions Involving Advertising Services. IFRS 15 establishes a comprehensive five-step framework for the timing and measurement of revenue recognition. The standard is effective for annual periods beginning on or after January 1, 2018. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.

IFRS 9 – Financial Instruments

The IASB intends to replace IAS 39 – Financial Instruments: Recognition and Measurement in its entirety with IFRS 9 – Financial Instruments (“IFRS 9”) which is intended to reduce the complexity in the classification and measurement of financial instruments. The standard is effective for annual periods beginning on or after January 1, 2018. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.

IFRS 16 - Leases

The standard is effective for annual periods beginning on or after January 1, 2019. Early adoption will be permitted, provided the Company has adopted IFRS 15. This standard sets out a new model for lease accounting.

4. CASH AND CASH EQUIVALENTS

Cash and cash equivalents of the Company are comprised of bank balances and short term money market instruments with original maturities of less than a year, which are readily convertible into a known amount of cash. The Company’s Canadian cash and cash equivalents are denominated in the following currencies:



5. AMOUNTS RECEIVABLE AND LOANS RECEIVABLE

(a) Amounts receivable

(b) Loans receivable

In 2013, the Company advanced loans (the “Loans”) in the aggregate amount of $892,500 to members of the Company’s senior management team in order to retain their long-term commitments to the Company and to assist them to increase their share ownership in the Company by significantly participating in a private placement for the total amount of the Loans. All shares and warrants were then delivered to the Company as security. The Loans bear interest at the rate prescribed by the Canada Revenue Agency, which changes from time to time, and is currently 1%.

During 2015, pursuant to amended loan agreements, each of the Loan recipients repaid, in cash, 50% of the principal amount of his respective Loan, together with accrued interest thereon, to the Company, resulting in the Company receiving, in aggregate, $455,847 in principal and interest payments. As part of these Loan repayments, the Company’s security was reduced by a corresponding 50%, resulting in the discharge and release of a total of 637,500 shares and 637,500 warrants that the Loan recipients had subscribed for under the private placement.

March 31, 2016 December 31, 2015

Cash

Denominated in Canadian dollars $ 5,587,485 $ 9,600,468

Denominated in US dollars 50,745 261,923

$ 5,638,230 $ 9,862,391


Goods and services tax ("GST") receivable $ 113,521 $ 406,356

Other receivables 4,402 4,402

$ 117,923 $ 410,758

Management Loans Receivable (Principal and Interest) Amount

Balance, December 31, 2015 $ 457,790

Less: Principal and interest paid (143,839)

Interest accrued 761

Balance, March 31, 2016 $ 314,712



On January 6, 2016, one of the Loan recipients repaid the balance of his outstanding Loan principal and interest amounting to $143,839; upon which the Company discharged and released a total of 200,000 shares and 200,000 warrants to that Loan recipient.

As at March 31, 2016 the principal and interest balance of the Loans receivable is $314,712 (December 31, 2015 – $457,790), is due upon demand, and the Company holds as security, 437,500 shares and 437,500 warrants (December 31, 2015 – 637,500 shares and 637,500 warrants).

6. PREPAID EXPENSES

As at March 31, 2016 a prepaid amount of $300,000 of demobilization services (December 31, 2015 – $550,000) was classified as non-current as it relates to long-term exploration and evaluation assets.

7. EQUIPMENT


Current Assets

General business and other services contracts $ 19,057 $ 19,057

Geological service contracts 91,250 10,000

Insurance 34,868 44,671

$ 145,175 $ 73,728

Computer

Equipment

Computer

Software

Exploration

Equipment

Shelter Leasehold

Improvements

Total

Cost

Balance, December 31, 2015 1,572 59,087 218,977 565,000 40,595 885,231

Additions for the period - - - - - -

Balance, March 31, 2016 1,572 59,087 218,977 565,000 40,595 885,231

Accumulated depreciation

Balance, December 31, 2015 (1,572) (59,087) (131,359) (198,194) (3,018) (393,230)

Depreciation for the period – – (4,748) (18,290) (1,874) (24,912)

Balance, March 31, 2016 (1,572) (59,087) (136,107) (216,484) (4,892) (418,142)

Carrying value

As at December 31, 2015 $ – $ – $ 87,618 $ 366,806 $ 37,577 $ 492,001

Balance, March 31, 2016 $ – $ – $ 82,870 $ 348,516 $ 35,703 $ 467,089



8. EXPLORATION AND EVALUATION MINERAL PROPERTIES

Yukon Ontario

Wellgreen Shakespeare

Other

Properties Total

Acquisition costs

Property acquisition costs during the period -$ -$ -$ -$

Balance, December 31, 2015 8,065,633 5,989,350 1,467,639 15,522,622

Total Acquisition costs, March 31, 2016 8,065,633 5,989,350 1,467,639 15,522,622

Exploration and evaluation

Camp and site services 269,121 - - 269,121

Geology, resource, and land 153,777 877 7,333 161,987

Drilling 315,299 - - 315,299

Engineering 43,295 - - 43,295

Exploration environmental and permitting 151,936 - - 151,936

Expenditures January 1 to March 31, 2016 933,428 877 7,333 941,638

Balance, December 31, 2015 32,071,777 739,181 949,856 33,760,814

Expenditures to March 31, 2016 33,005,205 740,058 957,189 34,702,452

Total acquisition, exploration and evaluation 41,070,838$ 6,729,408$ 2,424,828$ 50,225,074$

Yukon Ontario

Wellgreen Shakespeare

Other

Properties Total

Acquisition costs

Property acquisition costs -$ -$ -$ -$

Proceeds from Royalty Sale (Net of Costs) (7,844,463) - - (7,844,463)

Balance, December 31, 2014 15,910,096 5,989,350 1,467,639 23,367,085

Total Acquisition costs, December 31, 2015 8,065,633 5,989,350 1,467,639 15,522,622

Exploration and evaluation

Camp and site services 3,644,165 4,181 - 3,648,346

Geology, resource, and land 829,848 149,783 725,793 1,705,424

Drilling 4,716,253 - - 4,716,253

Engineering 543,571 - - 543,571

Exploration environmental and permitting 569,669 - - 569,669

First Nations and Community 90,750 - - 90,750

Expenditures January 1 to December 31, 2015 10,394,256 153,964 725,793 11,274,013

Balance, December 31, 2014 21,677,521 585,217 224,063 22,486,801

Total Expenditures, December 31, 2015 32,071,777 739,181 949,856 33,760,814

Total acquisition, exploration and evaluation 40,137,410$ 6,728,531$ 2,417,495$ 49,283,436$



(a) Wellgreen Property, Yukon Territory, Canada

The 100% owned Wellgreen property, which includes Wellgreen, Quill and Burwash quartz mineral claims and leases, is a platinum group metals and nickel project. The Wellgreen Property is located in southwestern Yukon Territory, Canada, next to the paved Alaskan highway, approximately 35 km northwest of Burwash Landing, and about 400 km from two year-round-accessible deep sea ports in Alaska.

On November 10, 2015, the Company completed a financing with investors including Resource Capital Fund VI L.P. and Australind Limited, an affiliate of Alverstoke Group LLC, which provided the Company with total gross proceeds of approximately $11.6 million. The financing package consisted of a $3.3 million non-brokered equity private placement and the sale of a 1% net smelter returns royalty on future production from the Wellgreen property (the “Wellgreen NSR Royalty”) for gross proceeds of approximately $8.3 million.

The Wellgreen NSR Royalty contains a provision for the Company to pay any Canadian withholding taxes required to be remitted by the holders of the NSR Royalty, and the Company granted a security interest over the Wellgreen property quartz mineral claims and leases that are subject to the Wellgreen NSR Royalty.

(b) Ontario mineral properties acquired in 2012

Shakespeare Property

The Company holds a 100% interest in the nickel, copper, and PGM Shakespeare Property, located 70 km west of Sudbury, Ontario. This interest is subject to a 1.5% net smelter returns royalty and certain mineral processing rights in favour of the vendor. The Company also holds 75% to 81% beneficial interest in various mineral claims surrounding the Shakespeare Property.

At December 31, 2014, the assets and liabilities relating to the Shakespeare property were reclassified and separately disclosed on the balance sheet as “Assets classified as held for sale” and “Liabilities classified as held for sale”. At December 31, 2015, the classification of these properties were reassessed and management concluded they no longer meet the requirement of assets and liabilities classified as held for sale. Consequently, they were reclassified back into “Exploration and Evaluation Mineral Properties” as at December 31, 2015, and to which they remain as at March 31, 2016.

Stumpy Bay Property

The Company holds a 75% interest in certain claims known as the Stumpy Bay Property (with Glencore Xstrata holding the remaining 25% interest), located in Shakespeare and Baldwin Townships, Ontario. The vendors retained a 2% NSR royalty, and the Company has the right to purchase one half of this royalty for $750,000. In addition, the annual payment by the Company to the holders of the advance royalties on the Stumpy Bay Property of $30,000 per year commenced on March 21, 2006, and on May 28, 2010, a $200,000 cap on advance royalty payments was implemented. The Company entered into a settlement agreement with the royalty holders dated May 11, 2015 (the “Stumpy Bay Settlement Agreement”) pursuant to which the Company agreed to pay the royalty holders $75,000 in full and final settlement of the final advance royalty payments owed by the Company to the royalty holders in connection with the



Stumpy Bay Property. The Company paid $75,000 to the royalty holders on May 13, 2015, and as a result, the Company has no further liability or obligation for any advance royalties to the royalty holders in respect of the Stumpy Bay Property.

Porter Baldwin Property

The Company holds a 100% interest in the mineral claims located at the Agnew Lake area which are contiguous with the Shakespeare Property.

Porter Property

The Company owns a 100% interest in certain mineral claims known as the Porter Property, located in Shakespeare, Dunlop and Porter Townships, Ontario. The vendors have retained a 2% NSR royalty, and the Company has the right to purchase one half of this royalty for $1,000,000. Advance annual royalties of $24,000 per year commenced on January 15, 2007. The advance royalty can be retracted and extinguished by paying the royalty holders, $150,000 (in cash or shares, at the Company’s sole discretion), at least 60 days prior to any annual payment date.

Shining Tree Property

The Company owns a 100% interest in certain mineral claims known as the Shining Tree property, located in Fawcett Township, Ontario. The vendor has retained a 1% NSR royalty, and the Company has the right to purchase one-half of this royalty for $500,000.

Fox Mountain Property

The Company holds a 100% interest in certain mineral claims in the Thunder Bay Mining Division of Ontario and, pursuant to a November 19, 2010 purchase agreement, owns a 100% interest in certain mining claims located in the Thunder Bay Mining Division of Ontario. The seller of a portion of these claims has retained a back in right to convert to a joint venture (seller 51%) or a 2% NSR royalty.

(c) Uruguay Properties

The Company has, as non-core holdings, two (formerly five) prospecting licences in Uruguay to which the Company performed some initial exploration activities on the properties. However, no further work is ongoing, and the Company terminated three licences in February 2015. The Company is in the process of terminating its remaining two prospecting licences. The mineral property costs previously capitalized for this property were written off in 2013.



9. ACCOUNTS PAYABLE AND OTHER LIABILITIES

Trade accounts payables and accrued expenses consist of amounts outstanding for trade and other purchases related to exploration and operating activities, and are normally due on 30 to 90 day terms.

As at March 31, 2016, and December 31 2015, there was no liability for flow-through share premium.

The Company may also be subject to interest on flow‐through proceeds (“Part XII.6 tax”) renounced under the look‐back rules, in accordance with regulations in the Income Tax Act (Canada). This interest is expensed as incurred, as an operating expense. No amounts related to Part XII.6 tax are payable as at March 31, 2016 (December 31, 2015 – $67,597).

10. PROVISION FOR MINE CLOSURE RECLAMATION

The Company has provided a letter of credit in the amount of $669,441 collateralized by a cash deposit to the Ontario Ministry of Northern Development and Mines under the terms of a Closure Plan on the Shakespeare Property for stage one direct-ship-ore mining, which ceased operations in January 2012 (note 8(b)). The Company's provision for closure and reclamation costs are based on management's estimates of costs to abandon and reclaim mineral properties and facilities as well as an estimate of the future timing of the costs to be incurred. The Company has estimated its total provision for closure and reclamation as $676,620 at March 31, 2016 (December 31, 2015 – $672,585) based on a discounted total future liability of approximately $766,269 at an inflation rate of 2.0% and a discount rate of 2.4%.

Reclamation is estimated to take place in the year 2022. The following is an analysis of the provision for mine closure reclamation:

During the year ended December 31, 2015, both the reclamation deposit and provision for mine closure reclamation were reclassified from “held for sale” to “Reclamation Deposit” and “Provision for Mine Closure Reclamation” (note 8(b)).


Trade accounts payable $ 842,029 $ 5,794,087

Accrued expenses 821,238 1,478,913

Royalties payable 345,930 346,697

$ 2,009,197 $ 7,619,697

Balance, December 31, 2015 $ 672,585

Accretion expense capitalized during the period 4,035

Balance, March 31, 2016 $ 676,620



11. SHARE CAPITAL

(a) Authorized share capital

The Company is authorized to issue an unlimited number of common voting shares without par value.

The Company is authorized to issue an unlimited number of preferred shares which are without par value, non-voting, issuable in series with rights and terms of each series to be fixed by the Board of Directors. No preferred shares have been issued and none are outstanding.

(b) 2016 Private Placement

The Company raised $14.1 million in March, April and May 2016 by way of a multi-tranche equity private placement (the “Private Placement”) through the issuance of 70.5 million units at $0.20 per unit (each a ”Unit”). Each Unit is comprised of one common share in the capital of Wellgreen Platinum and one common share purchase warrant (each a ”Warrant”). Each Warrant entitles the warrant holder to purchase one common share in the capital of the Company at a price of $0.27 over a period ending five years after the issuance of the Warrant.

Deferred finance charges related to the 2016 Private Placement totalling $212,578 are classified as non-current assets at March 31, 2016 and will be netted as issue costs against Private Placement proceeds received subsequent to period end.

The First Tranche

On March 24, 2016, the Company closed the first part of the first tranche of the Private Placement for gross proceeds to the Company of $2.8 million by issuing 14.0 million Units. The 14.0 million Warrants issued pursuant to this closing expire on March 24, 2021.

Subsequent to March 31, 2016, on April 8, 2016, Wellgreen Platinum closed the second and final part of the first tranche of the Private Placement for gross proceeds of $0.3 million by issuing 1.5 million Units. The 1.5 million Warrants issued pursuant to this closing expire on April 8, 2021.

The Second Tranche

Subsequent to March 31, 2016, on April 27, 2016, Wellgreen Platinum closed the first part of the second tranche of the Private Placement for gross proceeds to the Company of $8.42 million by issuing 42,107,464 Units. The 42,107,464 Warrants issued pursuant to this closing expire on April 27, 2021.

Subsequent to the reporting period, on May 3, 2016, Wellgreen Platinum closed the second and final part of the second tranche of the Private Placement for gross proceeds of $2.58 million by issuing 12,892,536 Units. The 12,892,536 Warrants issued pursuant to this closing expire on May 3, 2021.



12. SHARE-BASED COMPENSATION PLAN AND SHARE-BASED PAYMENTS AND WARRANTS

(a) Description

The Company has two equity-based compensation plans in place: (i) a stock option plan which was approved by the Company’s shareholders on November 30, 2012, (the “2012 Option Plan”); and (ii) a share-based compensation plan which was approved by the Company’s shareholders on December 17, 2013, as amended and approved by the Company’s shareholders on September 25, 2015 (the “Share-Based Compensation Plan” and together with the 2012 Option Plan, the “Equity Compensation Plans”). Since the implementation of the Share-Based Compensation Plan, the 2012 Option Plan has remained in force and effect solely to govern the stock options previously issued under the 2012 Option Plan. The Share-Based Compensation Plan authorizes the Company’s Board of Directors to grant options, stock appreciation rights (“SARs”), SARs in tandem with options, performance share units (‘PSUs”), bonus shares and restricted share units (RSUs”) (together the “Awards”) to directors, officers, employees and consultants (each, an “Eligible Person”) of the Company.

All Awards granted by the Company, or to be granted by the Company, since the implementation of the Share-Based Compensation Plan have been, and will be, issued under, and governed by, the terms of the Share-Based Compensation Plan.

(b) Share purchase options

The following table summarizes the share purchase options outstanding as at March 31, 2016 and December 31, 2015:

As at March 31, 2016, the weighted-average remaining useful life of the outstanding 3,276,000 share purchase options (December 31, 2015 – 3,601,000) was 1.4 years (December 31, 2015 – 1.4 years).

March 31, December 31,

Exercise 2016 2015

Price Expiry Date

2.25$ 165,000 215,000 December 12, 2016

3.68$ 70,000 170,000 February 3, 2017

3.09$ 30,000 70,000 April 4, 2017

2.67$ 50,000 50,000 May 9, 2017

1.15$ 375,000 375,000 August 7, 2017

1.16$ 554,000 689,000 August 7, 2017

1.14$ 12,000 12,000 August 16, 2017

1.65$ 125,000 125,000 September 24, 2017

1.24$ 500,000 500,000 October 17, 2017

1.14$ 800,000 800,000 September 16, 2016

1.25$ 595,000 595,000 November 5, 2017

3,276,000 3,601,000

Outstanding & Exercisable



The following table summarizes the share purchase option transactions since the beginning of the previous fiscal year:

(c) Stock Appreciation Rights

As at March 31, 2016, there were 5,347,500 (December 31, 2015 – 5,745,000) SARs outstanding with a weighted-average exercise price of $0.59 (December 31, 2015 – $0.59) as follows:

1 Expiry date accelerated to September 16, 2016 post-resignation.

As at March 31, 2016, the weighted-average remaining useful life of the outstanding 5,347,500 SARs (December 31, 2015 – 5,745,000) was 2.3 years (December 31, 2015 – 2.7 years).

The following table summarizes the SARs transactions since the beginning of the previous fiscal year:

Number of

Options

Weighted Avg

Exercise Price

Outstanding, December 31, 2014 3,641,000 1.44

Forfeited (40,000) 1.16

Outstanding, December 31, 2015 3,601,000 $ 1.44

Cancelled (325,000) 2.34

Outstanding, March 31, 2016 3,276,000 $ 1.35

Grant Date Exercise Price

Number of Stock

Appreciation Rights

Outstanding Exercisable Expiry Date

January 15, 2014 0.57$ 2,200,000 2,200,000 January 15, 2019

January 15, 2014 0.57$ 1,000,000 1,000,000 September 16, 2016 1

January 15, 2014 0.57$ 150,000 150,000 May 23, 2016

February 3, 2015 0.61$ 1,391,250 1,043,438 February 3, 2020

February 3, 2015 0.61$ 500,000 500,000 September 16, 2016 1

February 3, 2015 0.61$ 50,000 50,000 April 6, 2016

February 3, 2015 0.61$ 56,250 56,250 May 23, 2016

5,347,500 4,999,688

Number of

SARs

Weighted Avg

Exercise Price


Granted 2,235,000 0.61

Forfeited (147,500) 0.58

Exercised (75,000) 0.57


Cancelled (275,000) 0.58

Forfeited (122,500) 0.61




For the three months ended March 31, 2016 and 2015, share-based payments for share purchase options and SARs were recorded to operations as share-based compensation and capitalized to the Wellgreen property as follows:

(d) Share Purchase Warrants

The following table summarizes the warrant transactions for the year 2015 and three months ended March 31, 2016:

As at March 31, 2016, there were 53,617,244 (December 31, 2015 – 39,617,244) warrants outstanding enabling holders to acquire common shares of the Company at prices ranging from $0.27 to $2.00 per share, with a weighted-average exercise price of $0.68, and remaining useful life of 2.75 years, as follows:

March 31, 2016 March 31, 2015

Consolidated Statement of Operations and Comprehensive Loss

Share-based payments $ 9,244 $ 1,223,488

Consolidated Statement of Financial Position

Wellgreen property exploration (11,055) 16,625

Total $ (1,811) $ 1,240,113

Three Month Ended

Number of

Warrants

Weighted Avg

Exercise Price


Issued 13,060,000 0.40


Issued 14,000,000 0.27




1 Upon exercise, each of these warrants entitles the holder thereof to one common share of the Company and one common share purchase warrant to purchase one common share of the Company, exercisable at $0.90 and with an expiry date that is 24 months after the date the initial warrant is exercised.

2 Each warrant is exercisable for one share, subject to the right of the Company to serve notice to accelerate the stated expiry date of the warrants to a date that is not less than 30 days following delivery of written notice to holders of the warrants if, at any time, the closing price of the Company’s common shares equals or exceeds the accelerator price for a period of ten (10) consecutive trading days.

3 Pursuant to TSX approval on September 17, 2015, the 8,086,264 warrants outstanding have been amended such that the expiry date has been extended from June 21, 2015, to June 21, 2017, and the exercise price has been amended from $0.90 to $0.60. In addition, an accelerator provision has been added to the warrants that provides the Company with the right to accelerate the expiry of the warrants to a date that is not less than 30 days following delivery of written notice by the Company to the holders of the warrants if the closing price of the Company’s common shares on the TSX equals or exceeds $0.90 for a period of 10 consecutive trading days. Of the 8,086,264 warrants, 2,750,925 warrants are held by insiders of Wellgreen Platinum, and the amendments to such warrants was subject to the receipt of disinterested shareholder approval, which was obtained at the Company’s 2015 AGM on September 25, 2015.

13. RELATED PARTY TRANSACTIONS

The Company has identified its directors and certain senior officers as its key management personnel and the compensation costs for key management personnel and companies related to them were recorded at their exchange amounts as agreed upon by transacting parties.

Exercise Price Number of Warrants Expiry Date 2 Accelerator Price 2

0.65$ 254,323 1 June 24, 2016 1.35$

0.90$ 10,615,650 June 24, 2016 1.35$

2.00$ 2,533,604 September 29, 2016 2.80$

2.00$ 1,250,000 September 29, 2016 2.80$

0.80$ 2,757,703 December 31, 2016 1.20$

0.80$ 1,059,700 January 9, 2017 1.20$

0.60$ 8,086,264 3 June 21, 2017 0.90$

0.40$ 13,060,000 November 10, 2020 -

0.27$ 14,000,000 March 24, 2021 -

53,617,244



A summary of remuneration and short-term benefits by nature for the three months ended March 31, 2016 and 2015 is as follows:

As at March 31, 2016, amounts due to related parties totaled $109,792 (December 31, 2015 – $902,568) and were comprised of $26,374 (December 31, 2015 – $48,800) for director fees, $77,200 (December 31, 2015 – $89,200) for provision of bonuses, $6,218 (December 31, 2015 – $14,567) owing to directors and officers for business expense reports, and $nil (December 31, 2015 – $750,000) for severance amounts. The amounts due to related parties are non-interest bearing and are due upon demand.

In September 2013, the Company advanced loans to members of the Company’s senior management team. At March 31, 2016, the aggregate amounts receivable under these loans was $314,712 (December 31, 2015 – $457,790). On January 6, 2016, one of the Loan recipients repaid the balance of his outstanding loan principal and interest amounting to $143,839; upon which the Company discharged and released a total of 200,000 shares and 200,000 warrants to that loan recipient. See note 5(b).

14. KEY MANAGEMENT COMPENSATION

The key management of the Company comprises executives and non-executive directors and senior management, whose remuneration is as follows:

March 31, 2016 March 31, 2015

Director fees 26,374 24,000

Salaries, wages and severance 223,000 405,950

Share-based payment compensation 13,102 304,849

262,476 $ 734,799

Three Months Ended

March 31, 2016 March 31, 2015

Remuneration and short-term benefits 249,374 $ 429,950

Share-based payment compensation 13,102 304,849

262,476 $ 734,799

Three Months Ended



15. FINANCIAL INSTRUMENTS

The Company’s financial assets and financial liabilities are categorized as follows:

(a) Fair Value

The estimated fair values of cash and cash equivalents, loans receivable, accounts payable and advanced royalties payable and due to related parties approximate their respective carrying values due to the immediate or short period to maturity.

The Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:

Level 1 - Unadjusted quoted prices at the measurement date for identical assets or liabilities in active markets.

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

Level 3 - Significant unobservable (no market data available) inputs which are supported by little or no market activity.


Fair value through profit or loss

Cash and cash equivalents $ 5,638,230 $ 9,862,391

Loans and receivables

Loans receivable 314,712 457,790

$ 5,952,942 $ 10,320,181

Other financial liabilities

Trade accounts payable and advanced royalties payable$ (1,187,959) $ (6,140,784)

Due to related parties (109,792) (25,250)

$ (1,297,751) $ (6,166,034)

As at March 31, 2016 Level 1 Level 2 Level 3 Total

Financial assets with recurring fair value measurements

Cash and cash equivalents $ 5,638,230 $ - $ - $ 5,638,230

As at December 31, 2015 Level 1 Level 2 Level 3 Total

Financial assets with recurring fair value measurements

Cash and cash equivalents $ 9,862,391 $ - $ - $ 9,862,391



16. FINANCIAL RISK MANAGEMENT DISCLOSURES

(a) Credit Risk

The Company does not currently generate any revenues from sales to customers nor does it hold derivative type instruments that would require a counterparty to fulfil a contractual obligation. The Company does not have any asset-backed commercial instruments. Financial instruments that potentially subject the Company to concentrations of credit risks consist principally of cash and cash equivalents, amounts receivable and loans receivable. To minimize the credit risk the Company places cash and cash equivalents with the high credit quality financial institutions. The Company holds shares issued as part of the placement as collateral for the loans receivable. The Company considers its exposure to credit risk to be insignificant.

(b) Liquidity Risk

Liquidity risk is the risk that the Company cannot meet its financial obligations. The Company manages liquidity risk and requirements by maintaining sufficient cash and cash equivalent balances and/or through additional financings to ensure that there is sufficient capital in order to meet short term obligations. As at March 31, 2016, the Company has cash and cash equivalents of $5.6 million and financial liabilities of $1.2 million which have contractual maturities of 90 days or less. The Company will require additional sources of equity, joint venture partnership or debt financing to fund ongoing operations and the exploration and development of its mineral properties. In the event that the Company is not able to obtain adequate additional funding to continue as a going concern, material adjustments would be required to both the carrying value and classification of assets and liabilities on the consolidated statement of financial position. It is not possible to predict, due to many external factors including commodity prices and equity market conditions, as to whether future financing will be successful or available at all.

(c) Foreign Exchange Risk

The Company has operations in Canada and undertakes transactions in Canadian and United States currencies. The Company has very limited exposure to foreign currency risk arising from transactions denominated in a foreign currency. The Company’s reporting and functional currency is Canadian dollars. The Company holds a limited amount of cash denominated in United States dollars (“USD”). A 10% strengthening or weakening of the USD will have an insignificant impact on total assets and loss. The Company currently does not use any foreign exchange contracts to hedge this currency risk.

(d) Interest Rate Risk

The Company manages its interest rate risk by obtaining commercial deposit interest rates, on its cash and cash equivalents available in the market from the major Canadian financial institutions.



(e) Market risk

Market risk is the risk that the fair value of, or future cash flows from, the Company’s financial instruments will significantly fluctuate due to changes in market prices. The sale of the financial instruments can be affected by changes in interest rates, foreign exchange rates, and equity prices. The Company, at this time, has very limited exposure to market risk in trading its investments. However, in the future when the Company has larger investments in the market, unfavorable market conditions could result in dispositions of investments at less than favourable prices. The Company’s investments are accounted for at estimated fair values and are sensitive to changes in market prices, such that changes in market prices result in a proportionate change in the carrying value of the Company’s investments. The Company’s ability to raise capital to fund mineral resource exploration is subject to risks associated with fluctuations in commodity, mineral resource, and mineral resource sector public company prices. Management closely monitors commodity prices, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.

17. CAPITAL RISK MANAGEMENT

The Company considers its capital structure to consist of share capital, share options, SARs and warrants. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and evaluation of mineral properties. The Board of Directors does not establish quantitative returns on capital criteria for management.

The mineral properties in which the Company currently has an interest are in the exploration stage; as such, the Company is dependent on external financing to fund its activities. Additional sources of funding, which may not be available on favourable terms, if at all, include: share equity and debt financings; equity, debt or property level joint ventures; and sale of interests in existing assets. In order to carry out the planned exploration and development and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

There were no changes in the Company’s approach to capital management during the three months ended March 31, 2016. Neither the Company nor its subsidiaries are subject to externally imposed capital requirements. The Company’s investment policy is to invest its surplus cash in highly liquid short-term interest-bearing investments with major Canadian financial institutions.



18. SUPPLEMENTAL CASH FLOW INFORMATION

19. COMMITMENTS

(a) Cooperation and Benefits Agreement

The Company entered into a cooperation and benefits agreement in August 2012 with Kluane First Nation in the Yukon to support Wellgreen Platinum’s exploration program and environmental studies for the development of the Wellgreen property.

(b) Flow-through financings

During 2014, the Company completed two flow-through private placements totalling approximately $11.8 million. Canadian tax rules require the Company to have spent this amount by December 31, 2015 on “Canadian exploration expenses”, as defined in the Income Tax Act (Canada). The Company had indemnified the subscribers of flow-through shares from any tax consequences should the Company fail to meet its commitments under the flow-through subscription agreements. As at December 31, 2015, the Company had incurred all required expenditures pursuant to these 2014 flow-through private placements.

(c) Office lease

The Company has also entered into an office sublease agreement for the head office (up to 2020), contracts for corporate head office equipment, along with commitments under the exploration cooperation agreement which aggregated as follow:

March 31, 2016 March 31, 2015

Non-cash Financing and Investing Activities:

Mineral property expenditures included in accounts payable $ 610,122 $ 453,655

Capitalized depreciation of equipment 18,638 9,009

Capitalized share-based payments in mineral property

expenditures (11,055) 29,959

Three Months Ended

Year Amount $

2016 200,618

2017 235,064

2018 141,425

2019 137,786

2020 137,786



(d) Other

The Company’s exploration activities are subject to various provincial, federal, and international laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The Company conducts its operations so as to protect public health and the environment, and believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to continue to make in the future, filings and expenditures to comply with such laws and regulations.

20. CONTINGENCIES

The Company accrues for liabilities when it is probable and the amount can be reasonably estimated.

The Company is reviewing a potential financial liability for the reclamation of land related to mining conducted on the Wellgreen property in the 1970’s, prior to the Company’s acquisition of the property. The Company is in discussions with the Yukon Government and the third party involved in the prior operation of the property, to determine the plan for assessing the reclamation work that will need to be conducted. Once an assessment is conducted, there is a potential that a portion of the financial cost for reclamation will need to be incurred by the Company. The financial effect and timing of the reclamation work is indeterminable at the current time, and no amounts have been accrued.

21. SUBSEQUENT EVENTS

Subsequent to March 31, 2016, the Company completed the balance of two tranches of a private placement of equity securities (note 12(b)).