6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

As at June 12, 2014

Commission File Number: 000-15490

QUARTZ MOUNTAIN RESOURCES LTD.
(Translation of registrant's name into English)

1500 - 1040 W Georgia Street, Vancouver, BC, V6E 4H1, Canada
(Address of principal executive offices)

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

[ x ] Form 20-F   [] Form 40-F

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

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

SUBMITTED HEREWITH

Exhibits

99.1	Condensed Consolidated Interim Financial Statements for the period ended April 30, 2014
99.2	Management's Discussion and Analysis for the period ended April 30, 2014
99.3	Form 52-109FV2 Certification of Interim Filings Venture Issuer Basic Certificate - CEO
99.4	Form 52-109FV2 Certification of Interim Filings Venture Issuer Basic Certificate - CFO

SIGNATURES

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

	Quartz Mountain Resources Ltd.
	(Registrant)
Date: June 12, 2014	By:	/s/ Michael Lee
		Michael Lee
	Title:	Chief Financial Officer

EX-99.1

QUARTZ MOUNTAIN RESOURCES LTD.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2014 AND 2013

Unaudited

(Expressed in Canadian Dollars, unless otherwise stated)

Notice to Readers

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

QUARTZ MOUNTAIN RESOURCES LTD.
Condensed Consolidated Interim Statements of Financial Position
(Expressed in Canadian Dollars)

		April 30			July 31
		2014			2013
		(Unaudited)
ASSETS
Current assets
Cash and cash equivalents (note 3(a))	$	831,279		$	706,393
Amounts receivable and other assets (note 4)		22,350			143,487
Total current assets		853,629			849,880
Non-current assets
Restricted cash (note 3(b))		73,585			158,387
Amounts receivable and other assets (note 4)		200,000			440,000
Mineral property interests (note 5)		903,628			1,021,547
Total non-current assets		1,177,213			1,619,934
Total assets	$	2,030,842		$	2,469,814
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
Current liabilities
Amounts payable and other liabilities	$	28,164		$	136,137
Convertible debenture (note 7)		600,000			–
Flow-through share premium (note 8)		–			35,639
Due to related party (note 9)		2,874,033			2,421,220
Total current liabilities		3,502,197			2,592,996
Convertible debenture (note 7)		–			600,000
Total long-term liabilities		–			600,000
Shareholders' equity (deficiency)
Share capital (note 6)		26,050,118			26,050,118
Reserves (notes 6)		592,011			592,011
Accumulated deficit		(28,113,484	)		(27,365,311	)
Total shareholders' deficiency		(1,471,355	)		(723,182	)
Total liabilities and shareholders' equity	$	2,030,842		$	2,469,814

Nature and continuance of operations (note 1)

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

/s/ James Kerr	/s/ Ronald W. Thiessen
James Kerr	Ronald W. Thiessen
Director	Director

QUARTZ MOUNTAIN RESOURCES LTD.
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss
(Unaudited - Expressed in Canadian Dollars)

		Three months ended April 30						Nine months ended April 30
		2014			2013			2014			2013
Expenses: (note 10)
Exploration and evaluation	$	5,875		$	160,323		$	266,875		$	3,900,294
Assays and analysis		140			9,682			20,571			344,759
Drilling		–			–			90,773			265,336
Engineering		–			21,518			–			21,518
Geological		3,716			106,952			85,498			1,677,404
Graphics		383			16,546			2,355			43,044
Property payments		1,201			87			1,409			83,747
Site activities		435			–			28,777			662,479
Sustainability		–			5,538			17,182			56,343
Transportation		–			–			4,770			660,936
Travel and accommodation		–			–			15,540			84,728
General and administration		139,606			326,107			492,405			1,117,644
Conferences and travel		–			12,895			6,853			32,557
Legal, accounting and audit		11,870			4,496			50,044			49,843
Office and administration		107,102			270,733			398,982			947,259
Regulatory, trust and filing		9,846			17,042			19,497			40,912
Shareholder communications		10,788			20,941			17,029			47,073
Equity-settled share-based payments (note 6(c))		–			27,882			–			188,949
Loss from operations		(145,481	)		(514,312	)		(759,280	)		(5,206,887	)
Other items
Interest income		2,100			1,664			4,667			8,203
Interest expense		(10,816	)		(7,608	)		(28,964	)		(32,055	)
Flow-through share premium (note 8)		–			11,671			35,639			434,039
Gain on disposition of a mineral property
interest (note 5 (a)(i))		–			–			–			1,578,969
Tax related to flow-through financing (note 8)		–			(974	)		(235	)		(19,559	)
Loss before income tax		(154,197	)		(509,559	)		(748,173	)		(3,237,290	)
Income tax (note 12)		–			–			–			–
Loss and comprehensive loss for the period	$	(154,197	)	$	(509,559	)	$	(748,173	)	$	(3,237,290	)
Basic and diluted loss per common share	$	(0.01	)	$	(0.02	)	$	(0.03	)	$	(0.13	)
Weighted average number of common shares outstanding		27,299,513			27,299,513			27,299,513			25,860,227

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

QUARTZ MOUNTAIN RESOURCES LTD.
Condensed Consolidated Interim Statements of Changes in Equity (Deficiency)
(Unaudited - Expressed in Canadian Dollars)

				Reserve
									Total
				Equity-settled					shareholders'
				share-based		Accumulated			equity
		Share Capital		payments		deficit			(deficiency)
Balance at August 1, 2012	$	24,514,381	$	381,139	$	(23,906,484	)	$	989,036
Loss for the period		–		–		(3,237,290	)		(3,237,290	)
Equity-settled share-based payments (note 6(c))		–		188,949		–			188,949
Shares issued for cash, net of issuance cost (note 6 (b))		528,160		–		–			528,160
Shares issued for property option payment (note 5 (a)(i))		1,007,577		–		–			1,007,577
Balance at April 30, 2013	$	26,050,118	$	570,088	$	(27,143,774	)	$	(523,568	)
Balance at August 1, 2013	$	26,050,118	$	592,011	$	(27,365,311	)	$	(723,182	)
Loss for the period		–		–		(748,173	)		(748,173	)
Balance at April 30, 2014	$	26,050,118	$	592,011	$	(28,113,484	)	$	(1,471,355	)

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

QUARTZ MOUNTAIN RESOURCES LTD.
Condensed Consolidated Interim Statements of Cash Flows
(Unaudited - Expressed in Canadian Dollars)

		Nine months ended April 30
		2014			2013
Cash flows from operating activities:
Loss for the period	$	(748,173	)	$	(3,237,290	)
Adjusted for:
Equity-settled share-based payments (note 6(c))		–			188,949
Flow-through share premium (note 8)		(35,639	)		(434,039	)
Gain on disposition of a mineral property interest (note 5 (a)(ii))		–			(1,578,969	)
Interest expense		28,964			32,055
Property option payments paid through issuance of shares (note 5)		–			5,000
Restricted cash (note 3(b))		84,802			(73,000	)
Changes in non-cash working capital items:
Amounts receivable and other assets		121,144			109,023
Amounts payable and other liabilities		(112,905	)		(583,794	)
Due to related parties		408,034			1,304,991
Net cash used in operating activities		(253,773	)		(4,267,074	)
Cash flows from investing activities:
Disposition of mineral property (note 5(a)(iii))		402,636			2,000,000
Amarc's share of cash held in Galaxie joint arrangement on the termination date (note 5(a)(iv))		55			–
Acquisition of mineral property (note 5(a)(i))		–			(50,000	)
Net cash provided by investing activities		402,691			1,950,000
Cash flows from financing activities:
Proceeds from issuance of share capital, net of issuance cost (note 6)		–			615,780
Interest paid on convertible debenture (note 7)		(24,032	)		(29,491	)
Net cash (used in) provided by financing activities		(24,032	)		586,289
Increase (decrease) in cash and cash equivalents		124,886			(1,730,785	)
Cash and cash equivalents, beginning of period		706,393			2,450,451
Cash and cash equivalents, end of period (note 3(a))	$	831,279		$	719,666
Supplementary cash flow information:
Non cash investing and financing activities:
Property acquisition costs paid by issuance of common shares (note 5(a)(i))	$	–		$	1,002,577
Property acquisition costs paid by issuance of convertible debenture (note 5(a)(i))		–			650,000
Increase in mineral property interest in Galaxie Property(note 5(a)(iv))		284,717			–
	$	284,717		$	1,652,577

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

Quartz Mountain Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2014 and 2013

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

1.	NATURE AND CONTINUANCE OF OPERATIONS
	Quartz Mountain Resources Ltd. ("Quartz Mountain") is a Canadian public company incorporated in British Columbia on August 3, 1982. The Company's corporate office is located at 1040 West Georgia Street, 15th Floor, Vancouver, British Columbia, Canada. The Company is primarily engaged in the acquisition and exploration of mineral properties.
	These condensed consolidated interim financial statements (the "Financial Statements") of the Company as at and for the three and nine months ended April 30, 2014 include the financial statements of Quartz Mountain Resources Ltd. and those of its wholly-owned subsidiary, Wavecrest Resources Inc. (together referred to as the "Company"). Quartz Mountain Resources Ltd. is the ultimate parent entity of the Company.
	The Company is in the process of acquiring and exploring mineral property interests (note 5). 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 complete the exploration and development of these projects, obtaining the necessary permits to mine, the future profitable production of any mine and the proceeds from the disposition of the mineral property interest.
	These Financial Statements have been prepared on a going concern basis which contemplates the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. At April 30, 2014, the Company had cash and cash equivalents of $0.8 million, and a working capital deficit of $2.6 million.
	Of the total liabilities of $3.5 million at April 30, 2014, $2.9 million is payable to Hunter Dickinson Services Inc. ("HDSI"), a related party (note 9(b)). The Company has received a confirmation from HDSI that, while continuing to provide services to the Company, HDSI will not demand, prior to July 31, 2015, payment of amounts outstanding as of the reporting date. However, there is no guarantee or amended agreement and as such the amount is presented as a current obligation.
	Management believes that it is able to maintain its mineral rights in good standing for the next 12 month period. Additional debt or equity financing will be required to fund exploration or development programs. The Company has a reasonable expectation that additional funds will be available when necessary to meet ongoing exploration and development costs. However, there can be no assurance that the Company will continue to obtain additional financial resources and/or achieve profitability or positive cash flows. If the Company is unable to obtain adequate additional financing, the Company will be required to re-evaluate its planned expenditures until additional funds can be raised through financing activities. These material uncertainties cast significant doubt on the ability of the Company to continue as a going concern.
	These Financial Statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

Quartz Mountain Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2014 and 2013

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

2. SIGNIFICANT ACCOUNTING POLICIES

(a)	Statement of compliance
	These Financial Statements have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting ("IAS 34"), as issued by the International Accounting Standards Board ("IASB") and its interpretations. Accordingly, they do not include all of the information and note disclosures as required by International Financial Reporting Standards ("IFRS") for annual financial statements. Unless stated otherwise, the accounting policies and methods of computation applied by the Company in these Financial Statements are the same as those applied by the Company in its most recent annual consolidated financial statements which are filed on the Company's profile on SEDAR at www.sedar.com. These Financial Statements should be read in conjunction with the Company’s financial statements as at and for the year ended July 31, 2013. Results for the period ended April 30, 2014 are not necessarily indicative of future results.
	Issuance of these Financial Statements was authorized by the Audit and Risk Committee of the Company’s Board of Directors on June 11, 2014.
(b)	Basis of presentation
	These Financial Statements have been prepared on a historical cost basis, except for financial instruments measured at fair value. In addition, these Financial Statements have been prepared using the accrual basis of accounting, except for cash flow information.
(c)	Significant accounting estimates and judgments
	The preparation of these Financial Statements in conformity with IAS 34 requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from such estimates.
	In preparing these Financial Statements, significant judgements made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were consistent with those applied to the consolidated financial statements as at and for the year ended July 31, 2013.
(d)	Accounting standards, interpretations and amendments to existing standards
	Effective August 1, 2013, the Company adopted new and revised IFRS that were issued by the IASB. The application of these new and revised IFRS has not had any material impact on the amounts reported for the current and prior periods but may affect the accounting for future transactions or arrangements.

Quartz Mountain Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2014 and 2013

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

Accounting standards issued but not yet effective

Effective for annual periods beginning on or after January 1, 2014

• Amendments to IFRS 10, Consolidated Financial Statements

• Amendments to IFRS 12, Disclosure on Interest in Other Entities

• Amendments to IAS 27, Separate Financial Statements

• Amendments to IAS 32, Financial Instruments – Presentation

• Amendments to IAS 36, Impairment of Assets

• Amendments to IAS 39, Financial Instrument – Recognition and Measurement

• IFRIC 21 – Levies

Effective for annual periods beginning on or after July 1, 2014

• Amendments to IAS 19, Employee Benefits

Effective for annual periods beginning on or after January 1, 2016

• IFRS 14, Regulatory Deferral Accruals

(iv) Effective date to be finalized

• IFRS 9, Financial Instruments – Classification and measurement

The Company has not early-adopted these revised standards and is currently assessing the impact that these standards will have on the Company's financial statements.

Accounting policies adopted in the current period

• Amendments to IAS 1, Presentation of Items of Other Comprehensive Income

• IFRS 13, Fair Value Measurement

• IAS 19, Employee Benefits

• IFRIC 20, Stripping Costs in the Production Phase of a Surface Mine

There was no material impact of the new and amended accounting standards adopted during the period.

Quartz Mountain Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2014 and 2013

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

3. CASH AND CASH EQUIVALENTS

(a) Cash and cash equivalents

		April 30,		July 31,
		2014		2013
Business and savings accounts	$	831,279	$	706,393

(b)	Restricted cash
	Restricted cash in the amount of $73,585 (July 31, 2013 – $158,387) represents guaranteed investment certificates held in support of exploration permits. The amounts are refundable upon the completion of any required reclamation work on the related properties and the consent of regulatory authorities.

4. AMOUNTS RECEIVABLE AND OTHER ASSETS

		April 30,		July 31,
		2014		2013
Current:
Sales tax receivable	$	6,042	$	17,679
Prepaid insurance		16,308		5,808
Receivable from Amarc in respect of debenture (note 5(a))		–		120,000
Total	$	22,350	$	143,487
Non-current:
British Columbia Mineral Exploration Tax Credit	$	200,000	$	200,000
Receivable from Amarc in respect of debenture (note 5(a))		–		240,000
Total	$	200,000	$	440,000

5. MINERAL PROPERTY INTERESTS

(a)	Galaxie Project
	At April 30, 2014, the Company held a 100% interest in the Galaxie Project located approximately 24 kilometres south of Dease Lake, BC.

Quartz Mountain Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2014 and 2013

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

		Total
Estimated fair value of the Company's shares issued upon initial acquisition	$	1,002,577
Cash payment upon initial acquisition		50,000
Convertible debenture issued to vendor (note 7)		650,000
Recognized as a mineral property interest (note 5(a)(i))		1,702,577
Disposition of 40% to Galaxie joint arrangement (note 5(a)(ii))		(681,031	)
Galaxie Project balance as of July 31, 2013	$	1,021,546
Contributions received from Amarc (note 5(a)(iii))		(402,636	)
Gain on termination of Galaxie joint arrangement (note 5(a)(iv))		284,717
Galaxie Project balance as of April 30, 2014	$	903,627

(i)        Initial acquisition

In August 2012, Quartz Mountain acquired the Galaxie Project from Finsbury Exploration Ltd. ("Finsbury") by:

• issuing 2,038,111 shares with a fair value of $672,577 to Finsbury,

• issuing 1,000,000 shares with a fair value of $330,000 to Bearclaw Capital Corp. ("Bearclaw").

• making a cash payment of $50,000 to Bearclaw, and

• issuing a $650,000 convertible debenture (the "Debenture") (note 7) to Bearclaw.

Bearclaw retains a 1% net smelter returns royalty on a portion of the Galaxie Project known as the Gnat Pass Property, capped at aggregate payments of $7,500,000 (the "Gnat Pass Royalty Agreement").

(ii)      November 2012 agreement with Amarc Resources Ltd. (“Amarc”)

In November 2012, the Company and Amarc, a publicly traded company with certain directors in common with the Company, entered into an agreement (the “Letter Agreement”), pursuant to which Amarc earned an initial 40% ownership interest (the “Initial Interest”) in the Galaxie and ZNT Projects (note 5(b)) (the “Galaxie ZNT Project "), by making a cash payment of $1,000,000 to the Company (completed) and funding $1,000,000 in exploration expenditures to be incurred by Quartz Mountain relating to the Galaxie ZNT Project on or before December 31, 2012 (completed). The Company also granted to Amarc an option to acquire an additional 10% (for a total of 50%) ownership interest in the Galaxie ZNT Projects, in consideration for Amarc funding an additional $1,000,000 in exploration expenditures in relation to the Galaxie ZNT Projects, on or before September 30, 2013.

In December 2012, pursuant to the Letter Agreement and upon satisfaction of the earn-in requirements by Amarc for its Initial Interest, the Company and Amarc formed an unincorporated entity subject to the joint control of the Company and Amarc (the “Joint Arrangement”) to conduct exploration activities at the Galaxie ZNT Project. The Company transferred into the Joint Arrangement its interest in the properties and the Gnat Pass Royalty Agreement. Pursuant to the Joint Arrangement agreement, Amarc agreed to pay its proportionate share (then 40%) of the principal amount due under the Debenture, together with interest thereon, on their respective due dates.

Quartz Mountain Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2014 and 2013

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

The Company recognized a gain of $1,578,969 in relation to the 40% disposition of the Galaxie and ZNT projects to the Joint Arrangement.

(iii)     June 2013 agreement with Amarc

Effective June 26, 2013, the Company and Amarc entered into an amendment agreement (the "Amendment") whereby the Galaxie ZNT Project was split into two separate joint arrangements, named the "Galaxie Joint Venture" and the "ZNT Joint Venture". Each joint arrangement continued to be governed by the terms of the November 2012 letter agreement.

Under the Amendment, Amarc had an option until October 31, 2013 to increase its interest in each of the ZNT Joint Venture and Galaxie Joint Venture from its then 40% interest to a 60% interest by funding exploration expenditures of $210,000 and $235,000, respectively. Amounts received from Amarc totalling $402,636 pursuant to its funding requirements were recorded as reductions to the carrying amount of mineral property interest.

(iv)      Termination of the joint arrangements with Amarc

On March 31, 2014 the Company and Amarc agreed to terminate both the Galaxie Joint Venture and the ZNT Joint Venture. Pursuant to the terms of the termination of the joint arrangements, Amarc was released from all obligations of the unincorporated entities and relinquished its interests in the underlying mineral assets to the Company.

Consequently, the Company recorded an increase of $284,717 in mineral property interest, , as summarized below:

Amarc debenture obligation	(40% of $600,000 )	$	240,000
Balances due to a related party	(40% of $111,948 )		44,779
Amounts receivable	(40% of $17 )		(7	)
Cash	(40% of $138 )		(55	)
Charged to mineral property interests		$	284,717

(b)	ZNT Project
	The ZNT Project is located approximately 15 kilometres southeast of the town of Smithers, BC. In November 2012, the Company entered into a letter agreement with Amarc pursuant to which Amarc acquired an option to earn up to a 50% interest in the ZNT property. This agreement was amended in June 2013 to allow Amarc to earn up to a 60% interest in the ZNT property (note 5(a)).

Quartz Mountain Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2014 and 2013

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

	In October 2013, Amarc completed sufficient expenditures to have earned a 60% interest in the ZNT Joint Venture. Amarc returned operatorship of the ZNT Joint Venture to the Company.
	On March 31, 2014, the Company and Amarc agreed to terminate both the Galaxie Joint Venture and the ZNT Joint Venture (note 5(a)(iv)).
	No gain or loss was recognized upon termination of the ZNT Joint Venture as, at the date of termination of the agreement, the joint arrangement contained no assets or liabilities, other than mineral property interests in the ZNT properties for which no value had been recognized in the Company’s financial statements.
(c)	Angel's Camp Property
	The Company retains a 1% net smelter return royalty payable to the Company on any production from the Angel's Camp property located in Lake County, Oregon. The Angel's Camp property is currently held by Alamos Gold Inc.
	The royalty has been recorded at a nominal amount of $1.

6. CAPITAL AND RESERVES

(a)	Authorized and issued share capital
	At April 30, 2014, the authorized share capital of the Company comprised an unlimited number of common and preferred shares without par value.
	The Company has no preferred shares issued and outstanding. All issued shares are fully paid. Reconciliation of changes in share capital:

	Number of
	common
Issued share capital	shares		Amount
Balance, August 1, 2012	22,032,793	$	24,514,381
Common shares issued for cash, December 2012 (note 6(b))	461,914		115,479
Flow–through shares issued for cash, December 2012 (note 6(b))	1,752,409		525,723
Recorded as flow–through share premium liability (note 8)	–		(87,620	)
Share issuance costs, December 2012 (note 6(b))	–		(25,422	)
Shares issued for property acquisition (note 5(a)(i))	3,052,397		1,007,577
Balance at July 31, 2013	27,299,513	$	26,050,118
Balance at April 30, 2014	27,299,513	$	26,050,118

Quartz Mountain Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2014 and 2013

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

(b)	Private Placement and Flow-Through Financing
	In December 2012, the Company completed a non-brokered private placement (the "Private Placement") of 2,214,323 common shares for aggregate gross proceeds of $641,202. The Private Placement was comprised of:

• 461,914 non-flow-through common shares issued at $0.25 per share for gross proceeds of $115,479; and

• 1,752,409 flow-through common shares issued at $0.30 per share, for gross proceeds of $525,723.

	After issuance costs of $25,422, net cash proceeds from the Private Placement were $615,780, of which $87,620 was recorded as a flow-through share premium liability (note 8) and the balance of $528,160 was allocated to the common shares issued.
	Pursuant to the flow-through share agreements, the Company renounced eligible Canadian Exploration Expenses ("CEE"), as defined in the Income Tax Act (Canada).
(c)	Equity-Settled Share-Based Payments
	The following summarizes the changes in the Company's share purchase options for the periods ended April 30, 2014 and 2013:

	Nine months ended				Nine months ended
	April 30, 2014				April 30, 2013
				Weighted				Weighted
	Number of			average	Number of			average
	options			exercise	options			exercise
Continuity of share options	outstanding			price	outstanding			price
Options outstanding at beginning of period	1,705,800		$	0.45	1,767,600		$	0.45
Forfeited during the period	(104,100	)	$	0.45	(29,600	)	$	0.45
Options outstanding at the end of period	1,601,700		$	0.45	1,738,000		$	0.45
Options exercisable at end of period	1,601,700		$	0.45	1,163,400		$	0.45

The weighted average contractual remaining life of the share purchase options outstanding at April 30, 2014 was 1.8 years (July 31, 2013 – 2.7 years).

The share-based payments expense recorded during the nine months ended April 30, 2013 relates to options granted during the fiscal year ended July 31, 2012 and vested during the periods ended in April 30, 2013. These options had a grant date fair value of $0.34, based on a Black-Scholes option pricing model using the following weighted average assumptions to estimate the fair value of options granted: grant date share price of $0.45; risk-free interest rate of 1.2%; expected volatility of 119%; expected life of 4.0 years; expected dividend yield of nil; and expected forfeiture rate of nil.

Quartz Mountain Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2014 and 2013

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

7.	CONVERTIBLE DEBENTURE
	Pursuant to the purchase of the Galaxie Project (note 5(a)(i)), the Company issued an unsecured $650,000 convertible debenture (the "Debenture") to Bearclaw as part of the purchase price.
	In July 2013, Quartz Mountain and the holder of the Debenture entered into an agreement to amend the Debenture, whereby among other things, a principal payment of $50,000 toward the Debenture was made, reducing the outstanding balance to $600,000. The interest rate applicable on the new balance of $600,000 and for the remaining term of the Debenture was increased to 10% per annum from 8% per annum, and the maturity date was extended to October 31, 2014 from October 31, 2013.
	Interest on the Debenture is payable quarterly in arrears and the principal sum of Debenture, along with any unpaid interest, is convertible at the option of the debenture holder into the Company's common shares at $0.15 per share (previously $0.40 per share) on or before maturity of the Debenture on October 31, 2014. Upon initial recognition of the Debenture, management estimated that the residual value attributable to the conversion option was nominal.
8.	FLOW-THROUGH SHARE PREMIUM LIABILITY

		Nine months ended			Year ended
		April 30, 2014			July 31, 2013
Balance at beginning of period	$	35,369		$	411,009
Recognized as liability upon issuance of flow-through shares		–			84,520
Derecognized upon eligible expenditures incurred		(35,369	)		(460,160	)
Total	$	–		$	35,369

	Pursuant to the Private Placement of flow-through shares (note 6(b)), the Company was obligated to spend the flow-through funds on eligible CEE prior to December 31, 2013 (completed) and to renounce the CEE to the investors (completed).
9.	RELATED PARTY BALANCES AND TRANSACTIONS

(a)	Transactions with Key Management Personnel
	Key management personnel are those individuals that have the authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, and by definition include the directors of the Company.

Quartz Mountain Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2014 and 2013

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

During the period ended April 30, 2014 and 2013, the Company compensated key management personnel as follows:

		Three months ended				Nine months ended
		April 30				April 30
		2014		2013		2014		2013
Short-term employee benefits	$	40,380	$	81,076	$	129,493	$	311,040
Equity-settled share-based payment		–		17,128		–		77,318
Total	$	40,380	$	98,204	$	129,493	$	388,358

	Short-term employee benefits include salaries, directors fees and amounts paid to HDSI (note 9(b)) for services provided to the Company by certain HDSI personnel who serve as executive directors and officers of the Company.
(b)	Entities with Significant Influence over the Company
	The Company's management believes that Hunter Dickinson Services Inc. ("HDSI"), a private entity, has the power to participate in the financial or operating policies of the Company. Scott Cousens, Robert Dickinson, and Ronald Thiessen, are directors of both the Company and HDSI. Pursuant to a management agreement between the Company and HDSI dated July 2, 2010, the Company receives geological, engineering, corporate development, administrative, management and shareholder communication services from HDSI. These services are provided based on annually set rates. HDSI also incurs third party costs on behalf of the Company on full-cost recovery basis.
	Transactions with HDSI were as follows:

		Three months ended				Nine months ended
		April 30				April 30
		2014		2013		2014		2013
Services received based on management services agreement	$	93,272	$	414,667	$	433,887	$	2,144,763
Reimbursement of third party expenses		309		15,682		11,403		120,219

Outstanding balances were as follows:

		April 30, 2014		July 31, 2013
Balance payable to HDSI	$	2,874,033	$	2,421,220

	HDSI has agreed not to demand repayment of these unsecured amounts prior to the end of the next 12 month period.
10.	EMPLOYEES BENEFIT EXPENSES
	Employees' salaries and benefits included in various expenses are as follows:

Quartz Mountain Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2014 and 2013

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

		Three months ended				Nine months ended
		April 30				April 30
		2014		2013		2014		2013
Exploration and evaluation	$	4,098	$	151,804	$	108,395	$	1,238,539
General and administration		82,120		280,623		326,436		1,075,274
Total	$	86,218	$	432,427	$	434,831	$	2,313,813

	General and administration expenses include equity-settled share-based payments expense.
11.	OPERATING SEGMENTS
	The Company operates in a single reportable operating segment – the acquisition, exploration and development of mineral properties.
12.	TAXATION

(a)	Provision for current tax
	No provision has been made for current income taxes, as the Company has no taxable income.
(b)	Provision for deferred tax
	As future taxable profits of the Company are uncertain, no deferred tax asset has been recognized. As at April 30, 2014, the Company had unused non-capital loss carry forwards of approximately $5,483,000 (2013 – $4,205,000) in Canada and $23,000 (2013 – $21,000) in the United States. The Company had approximately $4,342,000 (2013 – $4,731,000) of resource tax pools available, which may be used to shelter certain resource income.

13. FINANCIAL RISK

(a)	Liquidity risk
	Liquidity risk is the risk that the Company will not be able to meet its financial obligations when they become due. The Company ensures that there is sufficient capital in order to meet short term business requirements, after taking into account cash flows from operations and the Company's holdings of cash and cash equivalents.
	Management believes that its current assets at April 30, 2014, are sufficient to meet its known obligations falling due in next 12 months and to maintain its mineral rights in good standing for the next twelve months. Depending on the availability of financing, the Company has the ability to extend the maturity of amounts payable to HDSI (note 9(b)) on account of services for up to a one-year period, while continuing to receive services from HDSI as required.

Quartz Mountain Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended April 30, 2014 and 2013

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

The following obligations existed at April 30, 2014:

				Payments due by period
		Total		Less than 1 year		1-5 years		After 5 years
Amounts payable and other liabilities	$	28,164	$	28,164	$	–	$	–
Due to related parties (note 9)		2,874,033		–		2,874,033		–
Convertible debenture (note 7)		600,000		600,000		–		–
Total	$	3,502,197	$	628,164	$	2,874,033	$	–

EX-99.2

QUARTZ MOUNTAIN RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

NINE MONTHS ENDED APRIL 30, 2014

QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE NINE MONTHS ENDED APRIL 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

T A B L E   O F   C O N T E N T S

1.1	Date	3
1.2	Overview	3
1.3	Selected Annual Information	11
1.4	Summary of Quarterly Results	12
1.5	Results of Operations and Financial Condition	13
1.6	Liquidity	16
1.7	Capital Resources	17
1.8	Off-Balance Sheet Arrangements	17
1.9	Transactions with Related Parties	17
1.10	Fourth Quarter	18
1.11	Proposed Transactions	18
1.12	Critical Accounting Estimates	18
1.13	Changes in Accounting Policies including Initial Adoption	18
1.14	Financial Instruments and Other Instruments	18
1.15	Other MD&A Requirements	18
1.16	Risk Factors	20

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QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE NINE MONTHS ENDED APRIL 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

1.1          DATE

This Management's Discussion and Analysis ("MD&A") should be read in conjunction with the unaudited condensed interim consolidated financial statements of Quartz Mountain Resources Ltd. ("Quartz Mountain" or the "Company") for the nine months ended April 30, 2014, as publicly filed on SEDAR at www.sedar.com. All dollar amounts herein are expressed in Canadian dollars unless otherwise stated.

The Company reports in accordance with International Financial Reporting Standards ("IFRS") and the following disclosure, and associated financial statements, are presented in accordance with IFRS. All comparative information provided is in accordance with IFRS.

For the purposes of the discussion below, date references refer to calendar year and not the Company's fiscal reporting period.

This MD&A is prepared as of June 11, 2014.

Cautionary Note to Investors Concerning Forward-looking Statements

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

1.2          OVERVIEW

The information comprised in this MD&A relates to Quartz Mountain Resources Ltd. and its subsidiary (together referred to as the "Company").

Quartz Mountain is an exploration and development company focused on acquiring and advancing promising mineral prospects in British Columbia ("BC"). The Company’s most recent activities have been focused in northwestern BC and central BC.

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QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE NINE MONTHS ENDED APRIL 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

The Company’s Galaxie Project is situated in the Stikine Terrane, a region in northwestern BC that hosts a number of important copper and gold deposits. There is potential for the discovery of bulk tonnage copper-gold and/or molybdenum and vein-type precious and base metal deposits in the project-area. Historical exploration identified several copper occurrences, including the Gnat porphyry copper deposit.

Ground surveys were undertaken at Galaxie by Quartz Mountain in 2012 in the vicinity of the Gnat deposit and several other prospects across the property and followed up with a two-hole drilling program at the Gnat deposit in late 2012. The program confirmed the presence of porphyry mineralization at depth in the deposit, returning intervals of 55.7 metres grading 0.44% copper and 91.0 metres grading 0.37% copper in the two holes drilled. Amarc Resources Ltd. (“Amarc”) earned an initial 40% ownership interest in the Galaxie and ZNT Projects by funding the drilling program.

At Galaxie in 2013, Amarc conducted ground exploration at some of the target-areas identified by Quartz Mountain. A series of alkali intrusions which are known to be the principal hosts in the Stikine-Iskut porphyry belt for porphyry copper-gold deposits were observed during the 2013 program around the Hu target. Although Amarc plans no further work, the potential at Hu and a number of other remaining target-areas identified during Quartz Mountain’s 2012 program warrant further exploration.

The ZNT Project in central BC was staked by Quartz Mountain in 2012, and surface exploration work that year identified a high potential silver-zinc target. Amarc earned a 60% interest in ZNT by carrying out exploration in 2013. Initial surveys in 2013 indicated a strong drill target, which were followed up by a 600-metre, 2-hole drill program that did not encounter economic mineralization. No further work is planned at ZNT.

On March 31, 2014, Amarc terminated the joint ventures and returned its interests in ZNT and Galaxie to Quartz Mountain. Consequently, Quartz Mountain now holds a 100% interest in each property.

Market conditions, which have made financing for exploration projects difficult over the past two years, have prevailed so far in 2014. In 2014, the Company will continue to seek partners to joint venture or farm out its exploration projects.

1.2.1     Agreements – Galaxie Project

Sale Agreement with Finsbury Exploration Ltd.

In August 2012, Quartz Mountain acquired a 100% interest in the Galaxie Project from Finsbury Exploration Ltd. ("Finsbury") through a sale agreement (the "Sale Agreement") dated July 27, 2012. The Galaxie Project area acquired from Finsbury included an area of 1,488 square kilometres, comprised of three mineral claims totalling approximately 1,294 hectares (the "Gnat Pass Property") and the surrounding mineral claims staked by Finsbury to that time.

Pursuant to the terms of the Sale Agreement, Quartz Mountain issued 2,038,111 shares to Finsbury and also assumed the rights and obligations of Finsbury under a mineral property purchase agreement (the "Bearclaw Agreement") between Finsbury and Bearclaw Capital Corp. ("Bearclaw") relating to the Gnat Pass Property. Quartz Mountain also assumed the rights and obligations under an net smelter returns ("NSR") royalty agreement which requires the payment to Bearclaw of a 1% NSR royalty on the Gnat Pass Property up to a maximum of $7,500,000.

The remaining payment obligations to Bearclaw for the Gnat Pass Property under the Bearclaw Agreement assumed by Quartz Mountain consisted of:

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QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE NINE MONTHS ENDED APRIL 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

• a payment of $50,000 to Bearclaw (paid);

• the issuance of a convertible debenture (the “Debenture”) to Bearclaw in the amount of $650,000, bearing an interest rate of 8% per annum and with a maturity date of January 31, 2014 (issued; however, the maturity date was later amended – see below); and

• the issuance to Bearclaw of 1,000,000 shares in the capital of Quartz Mountain (issued).

In July 2013, Quartz Mountain and the holder of the Debenture entered into an agreement to amend the Debenture, whereby the Galaxie Joint Venture made a $50,000 principal payment toward the Debenture, reducing the outstanding balance to $600,000. The interest rate was increased to 10% per annum, and the maturity date was extended to October 31, 2014.

Agreement with Amarc Resources Ltd.

Quartz Mountain and Amarc entered into a Letter Agreement dated November 1, 2012, pursuant to which Amarc earned an initial 40% ownership interest in the Galaxie and ZNT Projects (the "Galaxie ZNT Project"), by making a cash payment of $1,000,000 to Quartz Mountain (completed) and funding $1,000,000 in exploration expenditures to be incurred by Quartz Mountain relating to the Galaxie Project on or before December 31, 2012 (completed).

Quartz Mountain also granted to Amarc an option to acquire an additional 10% (for a total of 50%) ownership interest in the Galaxie ZNT Project, in consideration for Amarc funding an additional $1,000,000 in exploration expenditures, on or before September 30, 2013. On June 26, 2013, the Company entered into an amendment agreement (the "Amendment") whereby, among other things, the Galaxie ZNT Project was divided into two separate joint arrangements, named the "Galaxie Joint Venture" and the "ZNT Joint Venture" governed by the terms of the previously executed agreement. Under the Amendment, Amarc had an option to increase its interest in each of the ZNT Joint Venture and Galaxie Joint Venture from its current 40% interest to a 60% ownership interest by funding exploration expenditures of $210,000 and $235,000, respectively.

In October 2013, Amarc completed the expenditures necessary to earn a 60% interest in the ZNT Joint Venture, and chose to remain at a 40% interest in the Galaxie Joint Venture. On March 31, 2014, Amarc terminated the joint ventures and returned its interests in each property to Quartz Mountain.

1.2.2     Technical Programs – Galaxie Project

The following disclosure on the Galaxie Project has been summarized from a technical report (the “2013 technical report”) entitled “Technical Report on the Galaxie Project, Liard Mining Division, British Columbia” effective date April 30, 2013 by B.K. (Barney) Bowen, PEng, and updated based on information from Company files.

The Galaxie Project is located on Highway 37, approximately 24 kilometres south of Dease Lake, BC. The Project-area currently consists of 306 mineral claims covering an area of approximately 1,165 square kilometres.

Paved Highway 37 passes through the center of the Galaxie Project and provides year-round direct access to the adjacent project-area, including the Gnat Pass Property. Other parts of the Galaxie Project can be accessed by helicopter.

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QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE NINE MONTHS ENDED APRIL 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

The operating season for surface exploration is from early June through to early October. Because of its close proximity to Highway 37, diamond drilling activities at the Gnat deposit, within the Gnat Pass Property, can be carried out throughout the year.

Dease Lake (population of about 600) offers an array of services, including motel accommodations, food, fuel, a variety of small equipment operators, post office, health clinic and government services. Mining and exploration make up the most substantial industry. Regional Power manages the off-grid Dease Lake Generating Station, located about 30 km west of Dease Lake. The facility supplies the entire energy load for the community of Dease Lake. A new 287-kilovolt transmission line, extending 344 kilometres from the existing Skeena substation south of Terrace to a new substation near Bob Quinn Lake, about 180 kilometres by road south of Dease Lake, is currently being constructed. It will supply the new mine development under construction at Imperial Metals Corporation’s Red Chris Project by way of a spur line at Bob Quinn Lake.

Geology and Mineralization

The Galaxie Project is underlain mainly by volcanic, intrusive and lesser sedimentary rocks of the Middle Triassic to Lower Jurassic Stikine Terrane which, elsewhere in northern British Columbia is known to host the large Red Chris, Schaft Creek, Galore and KSM and Snowfield porphyry deposits. Upper Triassic Stuhini Group volcanic rocks and a quartz feldspar porphyry dike complex host the Gnat copper deposit. The Gnat deposit is located near to the northern contact of the Late Triassic to Middle Jurassic, multiphase Hotailuh Batholith-Three Sisters Pluton intrusive complex, which occupies most of the remainder of the Galaxie project-area and hosts a number of base and/or precious metals prospects and showings.

History

The first record of exploration in the Gnat Pass Property area was in 1960 when prospecting work by Cassiar Asbestos Corporation discovered copper mineralization in the vicinity of Lower Gnat Lake. Since that time, at least nine companies have explored the property completing geological mapping, rock, soil and stream sediment geochemical sampling, magnetic and induced polarization (“IP”) geophysical surveys and diamond drilling during the periods of 1960-1971, 1990-1996 and in 2005. Most of the historical work focused on the Gnat deposit, and occurrences in the vicinity.

During the period 1965-1969, previous operators completed 18,390 metres of diamond drilling in 110 holes in this area. Most of this historical drilling was carried out in the Gnat deposit over an area measuring about 600 metres by 600 metres, down to a maximum depth of about 300 metres below surface.

A historical estimate of "indicated reserves" of about 30 million tonnes grading 0.389% Cu for the Gnat Deposit was reported by Lytton Minerals Ltd, in 1972. The estimate uses categories that are not recognized by National Instrument 43-101 Standards of Disclosure for Mineral Projects. The qualified person for the 2013 technical report has not done sufficient work to classify the historical estimate as a current mineral resource or mineral reserve. Quartz Mountain is not treating the historical estimate as current.

Past work on other mineral occurrences on the Galaxie Project area includes:

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QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE NINE MONTHS ENDED APRIL 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

• At Hu, during the period 1969 to 2007, several mining companies carried out: silt, soil and rock geochemical sampling; geological mapping; Induced Polarization ("IP") and ground magnetic surveys; and 22 bulldozer trenches.

• At Disco, Stikine Moly and Stikine, during the period 1970-79, two companies carried out: silt, soil and rock geochemical sampling; geological mapping; IP, ground magnetic and VLF surveys; and limited hand trenching and test-pitting.

• At Nup, during the period 1970 to 2008, six mining companies and one individual carried out: silt, soil and rock geochemical sampling; geological mapping; IP and ground magnetic surveys; and limited hand trenching and test-pitting. Three diamond drilling programs (14 holes) tested porphyry molybdenum+/-copper showings and soil geochemical anomalies.

• At Pat, during the period 1971-76, two companies carried out: grid soil surveys; IP and ground magnetic surveys; and a refraction seismic survey.

Prospecting and geochemical silt, soil and rock sampling program carried out by a previous owner in 2011 identified a number of target areas at Galaxie. Much of the work was outside of known areas of mineralization, but some work did overlap with known mineral occurrences, including some of those listed above.

Work in 2012-2013

In 2012, Quartz Mountain completed extensive exploration work on seven IP/soil grids and two other target areas at the Galaxie Project (see below), collecting 182 silt, 6,155 soil and 498 rock samples and completing 309 line-km of IP surveys. Additionally, two holes were drilled at the Gnat deposit.

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QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE NINE MONTHS ENDED APRIL 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

Gnat Deposit

In 2012, Quartz Mountain relogged historical drill holes and carried out geological mapping in the Gnat deposit-area. The Company also completed two deep diamond drill holes totaling 1,164 metres in the Gnat deposit to test for continuation of copper mineralization beneath the historical reserve estimate. Hole GT12001 intersected two intervals of significant copper mineralization, including 56 metres grading 0.44% Cu, well below the extent of the historical estimate, demonstrating that porphyry-style copper mineralization in the Gnat deposit extends over a known vertical range of about 500 metres. In their lower portions, both holes encountered a major thrust fault which has structurally superimposed older deposit host rocks over younger Hazelton Group sedimentary rocks.

Geological mapping in the Gnat deposit area identified porphyry-style hydrothermal alteration characterized by occurrences of k-feldspar veining and flooding, tourmaline in veins or breccia bodies and chalcopyrite mineralization over a west-northwest trending zone measuring about 3.5 kilometres long by 700 metres to 1,000 metres wide. Contained within this large 'hydrothermal footprint' are the Creek Zone and Moss copper prospects, the two main known mineralized zones outside of the Gnat deposit area (see figure below).

- 8 -

QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE NINE MONTHS ENDED APRIL 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

There is considerable room to explore for new zones of copper mineralization at moderate to greater depths in portions of the Gnat deposit, in the Creek Zone and Moss prospect areas, and elsewhere along the 3.5 kilometre-long zone of porphyry-style hydrothermal alteration. Mineralization may include porphyry-type deposits or more constrained, but possibly higher grade, mineralized breccia bodies.

Other Targets

As part of its earn-in obligations under the amended joint venture agreement, in 2013 Amarc completed programs at some of the targets identified by Quartz Mountain in 2012. These include Hu, Hotai and Silver Lode. The 2013 programs included geological mapping, 10 line kilometres of IP ground geophysical surveying and collection of 96 rock and 246 soil geochemical samples. Although Amarc did not identify any immediate drill targets, a series of alkali intrusions which are known to be the principal hosts in the Stikine-Iskut porphyry belt for porphyry copper-gold deposits were observed around the Hu target. The potential of these intrusions at Hu as well as target-areas described in the 2013 technical report but not yet followed up warrant further exploration. The latter includes the Dalvenie East target, which is briefly described below:

Preliminary prospecting of two gossans in the Dalvenie East target-area was successful in locating encouraging copper mineralization in chalcopyrite +/- bornite veins up to 10 cm wide, hosted in chlorite-altered diorite to monzodiorite wall rocks. Narrow k-feldspar alteration envelopes surrounding the veins also contain chalcopyrite and bornite. Magnetic signatures at Dalvenie East suggest that regional-scale faults, or subsidiary faults related to them, could control vein-type or fault-controlled copper-gold mineralization similar to that seen at the nearby Dalvenie prospect.

- 9 -

QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE NINE MONTHS ENDED APRIL 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

1.2.4     Other Properties

ZNT Project

The Company holds a 100% interest in the ZNT property, which consists of 21 claims covering an area of approximately 102 square kilometres located in central British Columbia, some 15 kilometres southeast of the town of Smithers, BC. The property was staked by Quartz Mountain in 2012. Target definition was carried out in 2012 and 2013, and an initial drilling program was done but no economic mineralization was encountered. No further work is planned.

Angel's Camp Property

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

1.2.5     Market Trends

The discussion in this section references calendar years and dollar amounts are stated in United States dollars.

Copper prices showed a significant increase between late 2003 and mid-2008, and after a steep decline in late 2008 and early 2009, steadily increased until late 2011. The price of copper was variable in 2012 and 2013, but averaged lower each year. Prices were on a downtrend to late March 2014, but have stabilized since that time.

The gold price was on an uptrend for over the five years to 2012. Prices were on a general downtrend in 2013, and have been variable in 2014.

Silver prices were impacted by economic volatility in 2008-2009. An upward price trend began in 2010, and continued to late September 2011, with prices reaching as high as $43/oz, and resulting in the average price in 2011 being the highest since 2008. Prices ranged between $26/oz and $35/oz between October 2011 and the end of 2012. Prices have been variable in 2014, resulting in a decrease in the average price from 2013.

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QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE NINE MONTHS ENDED APRIL 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

Average annual prices through 2013 as well as the average prices so far in 2014 for copper (Cu), gold (Au) and silver (Ag) are shown in the table below:

Calendar Year	Metal Prices
	Cu	Au	Ag
2008	$3.16/lb	$871/oz	$14.95/oz
2009	$2.34/lb	$974/oz	$14.70/oz
2010	$3.42/lb	$1,228/oz	$20.24/oz
2011	$4.00/lb	$1,572/oz	$35.25/oz
2012	$3.61/lb	$1,669/oz	$31.16/oz
2013	$3.32/lb	$1,410/oz	$23.80/oz
2014 to the date of this MD&A	$3.15/lb	$1,291/oz	$20.05/oz

1.3             SELECTED ANNUAL INFORMATION

Not required for interim MD&A.

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QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE NINE MONTHS ENDED APRIL 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

1.4           SUMMARY OF QUARTERLY RESULTS

The amounts in the following table are expressed in thousands of Canadian Dollars, except per share amounts and the weighted average number of common shares outstanding. Minor differences are due to rounding.

		Apr-30			Jan-31			Oct-31			Jul-31			Apr-30			Jan-31			Oct-31			Jul-31
		2014			2014			2013			2013			2013			2013			2012			2012
Expenses:
Exploration and evaluation	$	6		$	25		$	236		$	(20	)	$	160		$	1,202		$	2,538		$	1,206
General and administration		139			187			165			242			326			436			355			417
Share-based payments		–			–			–			23			28			76			85			171
Loss from operations		(145	)		(212	)		(401	)		(245	)		(514	)		(1,714	)		(2,978	)		(1,794	)
Gain (i)		–			–			–			–			–			1,579			–			–
Other items (ii)		(9	)		(8	)		27			23			4			5			380			172
Loss for the quarter	$	(154	)	$	(220	)	$	(374	)	$	(222	)	$	(510	)	$	(130	)	$	(2,598	)	$	(1,622	)
Loss per share (iii)	$	0.02		$	0.01		$	0.01		$	0.01		$	0.02		$	0.01		$	0.11		$	0.08

(i)	Relates to gain on disposition of a mineral property interest
(ii)	Includes flow-through share premium, interest income and expense, and foreign exchange.
(iii)	Basic and diluted loss per common share are the same amount in each period presented.

Exploration and evaluation (“E&E”) expenditures increased in the first half of fiscal 2013 due to the acquisition of the Galaxie Project, and ZNT project. E&E costs decreased after January 2013 as the Company had been mainly focused on property evaluation activities. In the quarter ended July 31, 2013, the Company accrued a $200,000 estimate for Mineral Exploration Tax Credit receivable within E&E expenses.

Administrative costs have tended to follow the trend in the Company's exploration and business development activities of the Company. They have been reduced to minimum levels necessary to meet continued disclosure and corporate governance requirements of a public company.

Expenses for share-based payments typically fluctuate based on the timing of share purchase option grants and the vesting periods (which drive the amortization) associated with these grants.

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QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE NINE MONTHS ENDED APRIL 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

1.5          RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following financial data has been prepared in accordance with IFRS and is expressed in Canadian dollars unless otherwise stated.

1.5.1 Comprehensive loss for the nine month period ended April 30, 2014 vs. 2013

The Company recorded a loss from operations of $748,000 in the current period compared to a loss from operations of $3,237,000 in the prior fiscal year, primarily due to a decrease in E&E activities during the current period.

Total E&E costs during nine months ended April 30, 2014 decreased to $267,000, compared to $3,900,000 in E&E costs during nine months ended April 30, 2013. The following tables provide a breakdown of exploration costs incurred during the nine month period ended April 30, 2014 and 2013:

Nine months ended April 30, 2014
E&E costs		Galaxie		Hotai		ZNT		Other		Total
Assaying	$	7,274	$	1,053	$	12,104	$	140	$	20,571
Drilling		–		–		90,773		–		90,773
Engineering		–		–		–		–		–
Geological		30,570		3,200		45,615		6,113		85,498
Graphics		204		–		153		1,998		2,355
Property fees		1,409		–		–		–		1,409
Site activities		8,530		676		19,571		–		28,777
Sustainability		–		34		17,148		–		17,182
Transportation		4,770		–		–		–		4,770
Travel		4,673		5,530		5,337		–		15,540
Total	$	57,430	$	10,493	$	190,701	$	8,251	$	266,875

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QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE NINE MONTHS ENDED APRIL 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

Nine months ended April 30, 2013
E&E costs		Galaxie		Hotai		ZNT		Other		Total
Assaying	$	239,526	$	5,547	$	51,295	$	48,391	$	344,759
Drilling		265,336		–		–		–		265,336
Engineering		9,044		–		–		12,474		21,518
Geological		1,310,116		100,895		152,579		113,814		1,677,404
Graphics		17,664		255		8,235		16,890		43,044
Property fees		15,375		14,555		53,692		125		83,747
Site activities		626,464		–		32,544		3,471		662,479
Sustainability		11,847		333		30,038		14,125		56,343
Transportation		620,716		40,220		–		–		660,936
Travel		74,839		–		8,193		1,696		84,728
Total	$	3,190,927	$	161,805	$	336,576	$	210,986	$	3,900,294

The following table provides a breakdown of the administration costs incurred:

Administration costs		Nine months ended		Nine months ended
		April 30, 2014		April 30, 2013
Legal, accounting and audit	$	50,044	$	49,843
Office and administration		398,982		947,259
Shareholder communication		17,029		47,073
Travel and conferences		6,853		32,557
Trust and filing		19,497		40,912
Total	$	492,405	$	1,117,644

1.5.2 Comprehensive loss for the three months ended April 30, 2014 vs. 2013

The Company recorded a loss from operations of $154,000 during the three months ended April 30, 2014, compared to a loss from operations of $510,000 during the same period of the prior fiscal year, primarily due to a decrease in E&E activities during the current period.

Total E&E costs during three months ended April 30, 2014 reduced to $6,000, compared to $160,000 in E&E costs during three months ended April 30, 2013.

- 14 -

QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE NINE MONTHS ENDED APRIL 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

The following tables provide a breakdown of exploration costs incurred during the three month period ended April 30, 2014 and 2013:

Three months ended April 30, 2014
E&E costs		Galaxie		Hotai		ZNT		Other		Total
Assaying	$	–	$	–	$	–	$	140	$	140
Engineering		–		–		–		–		–
Geological		–		–		–		3,716		3,716
Graphics		–		–		–		383		383
Property fees		1,201		–		–		–		1,201
Site activities		–		–		435		–		435
Sustainability		–		–		–		–		–
Total	$	1,201	$	–	$	435	$	4,239	$	5,875

Three months ended April 30, 2013
E&E costs		Galaxie		Hotai		ZNT		Other		Total
Assaying	$	7,963	$	204	$	–	$	1,515	$	9,682
Engineering		9,044		–		–		12,474		21,518
Geological		30,071		842		13,493		62,546		106,952
Graphics		3,328		–		–		13,218		16,546
Property fees		87		–		–		–		87
Sustainability		2,067		41		–		3,430		5,538
Total	$	52,560	$	1,087	$	13,493	$	93,183	$	160,323

The following table provides a breakdown of the administration costs incurred:

Administration costs		Three months ended		Three months ended
		April 30, 2014		April 30, 2013
Legal, accounting and audit	$	11,870	$	4,496
Office and administration		107,102		270,733
Shareholder communication		10,788		20,941
Travel and conferences		–		12,895
Trust and filing		9,846		17,042
Total	$	139,606	$	326,107

- 15 -

QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE NINE MONTHS ENDED APRIL 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

1.6          LIQUIDITY

Historically, the Company's primary source of funding has been the issuance of equity securities for cash through private placements to sophisticated investors and institutions. The Company is in the process of acquiring and exploring mineral property interests. The Company's continuing operations are entirely dependent upon the ability of the Company to obtain the necessary financing to complete the exploration and development of its projects, the existence of economically recoverable mineral reserves at its projects, the ability of the Company to obtain the necessary permits to mine, on future profitable production of any mine and the proceeds from the disposition of its mineral property interests.

At April 30, 2014, the Company had cash and cash equivalents of $0.8 million and a working capital deficit of $2.6 million. Of the total short-term liabilities of $3.5 million at April 30, 2014, $2.9 million was payable to Hunter Dickinson Services Inc. ("HDSI"), a related party.

To address its working capital deficit at April 30, 2014, the Company has obtained a confirmation from HDSI that HDSI will continue to provide services to the Company and will not demand repayment of amounts outstanding, prior to July 31, 2015.

Management believes that its liquid assets at April 30, 2014 are sufficient to meet its known obligations it expects to pay over the next 12 months and to maintain its mineral rights in good standing for this next 12 month period. The Company is actively managing its cash reserves, and curtailing activities as necessary in order to ensure its ability to meet payments as they come due.

Additional debt or equity financing will be required to fund additional exploration or development programs. The Company has a reasonable expectation that additional funds will be available to meet ongoing exploration and development costs. However, there can be no assurance that the Company will continue to obtain additional financial resources or that it will be able to achieve positive cash flows. If the Company is unable to obtain adequate additional financing, the Company will be required to reevaluate its planned expenditures and will rely on short term borrowings to finance its minimum expenditure requirement until additional funds can be raised through financing activities.

General market conditions for junior exploration companies have resulted in depressed equity prices, despite higher commodity prices. Although the Company was able to successfully complete private placements in each of the 2012 and 2013 fiscal years, a further and continued deterioration in market conditions will increase the cost of obtaining capital and limit the availability of funds to the Company in the future. Accordingly, management is actively monitoring the effects of the current economic and financing conditions on our business and reviewing our discretionary spending, capital projects and operating expenditures, and implementing appropriate cash and cash management strategies.

Debenture

In August 2012, pursuant to the Sale Agreement relating to the Galaxie Project, the Company issued a convertible debenture (the "Debenture") in the amount of $650,000 maturing on October 31, 2013, and bearing interest at a rate of 8% per annum (payable quarterly in arrears) to Bearclaw. The Debenture was convertible into the Company's common shares at a conversion price of $0.40 per share at any time before its expiry.

In July 2013, Quartz Mountain and the debentureholder entered into an agreement to amend the Debenture, whereby among other things, a $50,000 principal payment was made reducing the outstanding balance to $600,000, the interest rate was increased to 10% per annum, and the maturity date was extended to October 31, 2014.

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QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE NINE MONTHS ENDED APRIL 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

Interest payments for the Debenture are payable quarterly in arrears and the Debenture is convertible into the Company's common shares at an exercise price of $0.15 per share (previously $0.40 per share) on or before maturity of the Debenture on October 31, 2014. Any interest accrued, but unpaid, shall also be converted at an exercise price of the higher of $0.15 per share (previously $0.40 per share) and the market price at the time of conversion.

Table of Obligations and Commitments

The following obligations existed at April 30, 2014:

		Payments due by period
				Less than 1
		Total		year		1-5 years		After 5 years
Amounts payable and other liabilities	$	28,164	$	28,164	$	–	$	–
Convertible debenture		600,000		600,000		–		–
Due to related parties		2,874,033		–		2,874,033		–
Total	$	3,502,197	$	628,164	$	2,874,033	$	–

The Company has no material capital lease or operating lease obligations. The Company has no "Purchase Obligations", defined as any agreement to purchase goods or services that is enforceable and legally binding on the Company that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.

1.7          CAPITAL RESOURCES

The Company had no material commitments for capital expenditures as at April 30, 2014.

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

At April 30, 2014, there were no externally imposed capital requirements to which the Company is subject and with which the Company has not complied.

As the Company continues to incur losses in support of the advancement of exploration activities on its projects, shareholders’ equity is in a deficit position.

1.8          OFF-BALANCE SHEET ARRANGEMENTS

None.

1.9          TRANSACTIONS WITH RELATED PARTIES

The required disclosure is provided in note 9 of the accompanying financial statements.

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QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE NINE MONTHS ENDED APRIL 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

1.10        FOURTH QUARTER

Not applicable.

1.11        PROPOSED TRANSACTIONS

There are no proposed assets or business acquisitions or dispositions, other than those in the ordinary course, before the board of directors for consideration.

1.12        CRITICAL ACCOUNTING ESTIMATES

Not required. The Company is a Venture Issuer.

1.13        CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

The required disclosure is provided in note 2 of the accompanying financial statements.

1.14        FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

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

1.15        OTHER MD&AREQUIREMENTS

1.15.1 Additional Disclosure for Venture Issuers Without Significant Revenue

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

- 18 -

QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE NINE MONTHS ENDED APRIL 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

1.15.2 Disclosure of Outstanding Share Data

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

	Number
Common shares	27,299,513
Share options	1,592,700
Convertible debenture	4,000,000

1.15.3 Internal Controls over Financial Reporting Procedures

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

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

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

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

There has been no change in the design of the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting during the period covered by this Management's Discussion and Analysis.

1.15.4 Disclosure Controls and Procedures

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

- 19 -

QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE NINE MONTHS ENDED APRIL 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

1.15.5 Limitations of Controls and Procedures

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

1.16        RISK FACTORS

The risk factors associated with the principal business of the Company are discussed below. Due to the nature of the Company's business and the present stage of exploration and development of its projects in British Columbia, an investment in the securities of Quartz Mountain is highly speculative and subject to a number of risks. Briefly, these include the highly speculative nature of the resources industry characterized by the requirement for large capital investments from an early stage and a very small probability of finding economic mineral deposits. In addition to the general risks of mining, there are country-specific risks, including currency, political, social, permitting and legal risk. An investor should carefully consider the risks described below and the other information that Quartz Mountain furnishes to, or files with, the Securities and Exchange Commission and with Canadian securities regulators before investing in Quartz Mountain's common shares, and should not consider an investment in Quartz Mountain unless the investor is capable of sustaining an economic loss of the entire investment. The Company's actual exploration and operating results may be very different from those expected as at the date of this MD&A.

Going Concern Assumption

The Company's condensed interim consolidated financial statements have been prepared assuming the Company will continue on a going concern basis. However, unless additional funding is obtained, this assumption will have to change. The Company has a negative working capital position, and has incurred losses since inception. Failure to continue as a going concern would require that Quartz Mountain's assets and liabilities be restated on a liquidation basis, which could differ significantly from the going concern basis.

Additional Funding Requirements

Further development of the Company's properties and continued operations will require additional capital. The Company currently does not have sufficient funds to fully develop the properties it holds. It is possible that the financing required by the Company will not be available, or, if available, will not be available on acceptable terms. If the Company issues treasury shares to finance its operations or expansion plans, shareholders will suffer dilution of their investment and control of the Company may change. If adequate funds are not available, or are not available on acceptable terms, the Company will not be able to take advantage of opportunities, or otherwise respond to competitive pressures and remain in business. In addition, a positive production decision at any of the Company's current projects or any other development projects acquired in the future will require significant resources and funding for project engineering and construction. Accordingly, the continuing development of the Company's properties depends upon the Company's ability to obtain financing through debt financing, equity financing, the joint venturing or disposition of its current projects, or other means. There is no assurance that the Company will be successful in obtaining the required financing for these or other purposes, including for general working capital.

- 20 -

QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE NINE MONTHS ENDED APRIL 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

Future Profits/Losses and Production Revenues/Expenses

The Company has no history of operations or earnings, and expects that its losses and negative cash flow will continue for the foreseeable future. The Company currently has a limited number of mineral properties and there can be no assurance that the Company will, if needed, be able to acquire additional properties of sufficient technical merit to represent a compelling investment opportunity. If the Company is unable to acquire additional properties, its entire prospects will rest solely with its current projects and accordingly, the risk of being unable to identify a mineral deposit will be higher than if the Company had additional properties to explore. There can be no assurance that the Company will ever be profitable in the future. The Company's operating expenses and capital expenditures may increase in subsequent years as needed consultants, personnel and equipment associated with advancing exploration, development and commercial production of its current properties and any other properties that the Company may acquire are added. The amounts and timing of expenditures will depend on the progress of on-going exploration and development, the results of consultants' analyses and recommendations, the rate at which operating losses are incurred, the execution of any joint venture agreements with strategic partners, and the Company's acquisition of additional properties and other factors, many of which are beyond the Company's control. The Company does not expect to receive revenues from operations in the foreseeable future, and expects to incur losses unless and until such time as its current properties, or any other properties the Company may acquire, commence commercial production and generate sufficient revenues to fund its continuing operations. The development of the Company's current properties and any other properties the Company may acquire will require the commitment of substantial resources to conduct the time-consuming exploration and development of properties. The Company anticipates that it will retain any cash resources and potential future earnings for the future operation and development of the Company's business. The Company has not paid dividends since incorporation and the Company does not anticipate paying dividends in the foreseeable future. There can be no assurance that the Company will generate any revenues or achieve profitability. There can be no assurance that the underlying assumed levels of expenses will prove to be accurate. To the extent that such expenses do not result in the creation of appropriate revenues, the Company's business may be materially adversely affected. It is not possible to forecast how the business of the Company will develop.

Exploration, Development and Mining Risks

Resource exploration, development, and operations are highly speculative, characterized by a number of significant risks, which even a combination of careful evaluation, experience and knowledge may not reduce, including among other things, unsuccessful efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production. Few properties that are explored are ultimately developed into producing mines. Unusual or unexpected formations, formation pressures, fires, power outages, labour disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labour are other risks involved in the operation of mines and the conduct of exploration programs. The Company will rely upon consultants and others for exploration, development, construction and operating expertise. Substantial expenditures are required to establish mineral resources and mineral reserves through drilling, to develop metallurgical processes to extract the metal from mineral resources, and in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining.

- 21 -

QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE NINE MONTHS ENDED APRIL 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

No assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, and environmental protection. The exact effect of these factors cannot accurately be predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.

The Company will carefully evaluate the political and economic environment in considering any properties for acquisition.

Permits and Licenses

The operations of the Company will require licenses and permits from various governmental authorities. There can be no assurance that the Company will be able to obtain all necessary licenses and permits which may be required to carry out exploration and development of the Galaxie and ZNT Projects.

Infrastructure Risk

The operations of the Company are carried out in geographical areas which may lack adequate infrastructure and are subject to various other risk factors. Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants which affect capital and operating costs. Lack of such infrastructure or unusual or infrequent weather phenomena, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company's operations, financial condition and results of operations.

Changes in Local Legislation or Regulation

The Company's mining and processing operations and exploration activities are subject to extensive laws and regulations governing the protection of the environment, exploration, development, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, mine and worker safety, protection of endangered and other special status species and other matters. The Company's ability to obtain permits and approvals and to successfully operate in particular communities may be adversely impacted by real or perceived detrimental events associated with the Company's activities or those of other mining companies affecting the environment, human health and safety of the surrounding communities. Delays in obtaining or failure to obtain government permits and approvals may adversely affect the Company's operations, including its ability to explore or develop properties, commence production or continue operations. Failure to comply with applicable environmental and health and safety laws and regulations may result in injunctions, fines, suspension or revocation of permits and other penalties. The costs and delays associated with compliance with these laws, regulations and permits could prevent the Company from proceeding with the development of a project or the operation or further development of a mine or increase the costs of development or production and may materially adversely affect the Company's business, results of operations or financial condition. The Company may also be held responsible for the costs of addressing contamination at the site of current or former activities or at third party sites. The Company could also be held liable for exposure to hazardous substances.

- 22 -

QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE NINE MONTHS ENDED APRIL 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

Environmental Matters

All of the Company's operations are and will be subject to environmental regulations, which can make operations expensive or prohibit them altogether. The Company may be subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products that could occur as a result of its mineral exploration, development and production. In addition, environmental hazards may exist on a property in which the Company directly or indirectly holds an interest, which are unknown to the Company at present and have been caused by previous or existing owners or operators of the Company's projects. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties, or the requirement to remedy environmental pollution, which would reduce funds otherwise available to the Company and could have a material adverse effect on the Company. If the Company is unable to fully remedy an environmental problem, it could be required to suspend operations or undertake interim compliance measures pending completion of the required remedy, which could have a material adverse effect on the Company.

There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company's operations. There is also a risk that the environmental laws and regulations may become more onerous, making the Company's operations more expensive. Many of the environmental laws and regulations will require the Company to obtain permits for its activities. The Company will be required to update and review its permits from time to time, and may be subject to environmental impact analyses and public review processes prior to approval of the additional activities. It is possible that future changes in applicable laws, regulations and permits or changes in their enforcement or regulatory interpretation could have a significant impact on some portion of the Company's business, causing those activities to be economically re-evaluated at that time.

Groups Opposed to Mining May Interfere with the Company's Efforts to Explore and Develop its Properties

Organizations opposed to mining may be active in the regions in which the Company conducts its exploration activities. Although the Company intends to comply with all environmental laws and maintain good relations with local communities, there is still the possibility that those opposed to mining will attempt to interfere with the development of the Company's properties. Such interference could have an impact on the Company's ability to explore and develop its properties in a manner that is most efficient or appropriate, or at all, and any such impact could have a material adverse effect on the Company's financial condition and the results of its operations.

- 23 -

QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE NINE MONTHS ENDED APRIL 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

Market for Securities and Volatility of Share Price

There can be no assurance that active trading market in the Company's securities will be established or sustained. The market price for the Company's securities is subject to wide fluctuations. Factors such as announcements of exploration results, as well as market conditions in the industry or the economy as a whole, may have a significant adverse impact on the market price of the securities of the Company.

The stock market has from time to time experienced extreme price and volume fluctuations that have often been unrelated to the operating performance of particular companies.

Conflicts of Interest

The Company's directors and officers may serve as directors or officers of other companies, joint venture partners, or companies providing services to the Company or they may have significant shareholdings in other companies. Situations may arise where the directors and/or officers of the Company may be in competition with the Company. Any conflicts of interest will be subject to and governed by the law applicable to directors' and officers' conflicts of interest. In the event that such a conflict of interest arises at a meeting of the Company's directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company.

General Economic Conditions

Global financial markets have experienced a sharp increase in volatility during the last few years. Market conditions and unexpected volatility or illiquidity in financial markets may adversely affect the prospects of the Company and the value of the Company's shares.

Reliance on Key Personnel

The Company is dependent on the continued services of its senior management team, and its ability to retain other key personnel. The loss of such key personnel could have a material adverse effect on the Company. There can be no assurance that any of the Company's employees will remain with the Company or that, in the future, the employees will not organize competitive businesses or accept employment with companies competitive with the Company.

Furthermore, as part of the Company's growth strategy, it must continue to hire highly qualified individuals. There can be no assurance that the Company will be able to attract, train or retain qualified personnel in the future, which would adversely affect its business.

Risks Related to Flow-Through Shares

Financing of the Company may involve the issuance of flow-through common shares under the Income Tax Act (Canada). There is no guarantee that there will not be any differences of opinion between the Canadian federal and British Columbia provincial tax authorities with respect to the tax treatment of flow-through common shares issued under a financing, if any, and the activities contemplated by the Company's exploration and development programs.

- 24 -

QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE NINE MONTHS ENDED APRIL 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

If the Company does not expend an amount equal to the gross proceeds from the sale of flow-through common shares so as to incur sufficient qualifying expenditures within the relevant timeframe, subscribers in the flow-through financing may be reassessed. The Company shall be obligated to indemnify any subscribers of flow-through common shares for tax payable pursuant to any such reassessment pursuant to the terms and conditions set out in the subscription agreements that the Company will enter into with each subscriber in a flow-through financing. There can be no assurances that the Company will have sufficient funds to satisfy such obligations.

Competition

The resources industry is highly competitive in all its phases, and the Company will compete with other mining companies, many of which have greater financial, technical and other resources. Competition in the mining industry is primarily for: attractive mineral rich properties capable of being developed and producing economically; the technical expertise to find, develop and operate such properties; the labour to operate the properties; and the capital for the purpose of funding such properties. Many competitors not only explore for and mine certain minerals, but also conduct production and marketing operations on a worldwide basis. Such competition may result in the Company being unable to acquire desired properties, to recruit or retain qualified employees or to acquire the capital necessary to fund its operations and develop its properties. The Company's inability to compete with other mining companies for these resources could have a materially adverse effect on the Company's results of operation and its business.

Uninsurable Risks

In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including rock bursts, cave ins, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks and the Company may decide not to take out insurance against such risks as a result of high premiums or other reasons.

Land Claims

In Canada, aboriginal interests, rights (including treaty rights), claims and title may exist notwithstanding that they may be unregistered or overlap with other tenures and interests granted to third parties. Generally speaking, the scope and content of such rights are not well defined and may be the subject of litigation or negotiation with the government. The government has a legal obligation to consult First Nations on proposed activities that may have an impact on asserted or proven aboriginal interests, claims, rights or title. All of the mineral claims in the Company's projects are identified by the Province of British Columbia as overlapping with areas in which certain aboriginal groups have asserted aboriginal interests, rights, claims or, title or undefined rights under historic treaties. Nevertheless, potential overlaps between the Company's properties and existing or asserted aboriginal interests, rights, claims or, title, or undefined rights under historic treaties, may exist notwithstanding whether the Province of British Columbia has identified such interests, rights, claims or, title, or undefined rights under historic treaties.

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QUARTZ MOUNTAIN RESOURCES LTD.

FOR THE NINE MONTHS ENDED APRIL 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

Property Title

The acquisition of title to resource properties is a very detailed and time consuming process. Title to, and the area of, resource claims may be disputed. Although the Company believes it has taken reasonable measures to ensure that title to the mineral claims comprising part of its projects are held as described, there is no guarantee that title to any of those claims will not be challenged or impaired. There may be valid challenges to the title of any of the mineral claims comprising the Company's projects that, if successful, could impair development or operations or both.

The Mineral Property Underlying the Company's Net Smelter Return Royalty Interest Contains no Known Ore

The Company holds a 1% net smelter return ("NSR") royalty interest on the Quartz Mountain Property (recently renamed "Angel's Camp"), an exploration stage prospect in Oregon. The Company's interest in the property will be limited to any future NSR that would be forthcoming only if or when any mining commences on the property. There is currently no known body of ore on the property. Extensive additional exploration work will be required to ascertain if any mineralization may be economic.

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EX-99.3

Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate

I, Ronald W. Thiessen, Chief Executive Officer of Quartz Mountain Resources Ltd., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Quartz Mountain Resources Ltd. (the “issuer”) for the interim period ended April 30, 2014.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: June 12, 2014

/s/ R. Thiessen
_______________________
Ronald W. Thiessen
Chief Executive Officer

NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EX-99.4

Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate

I, Michael Lee, Chief Financial Officer of Quartz Mountain Resources Ltd., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Quartz Mountain Resources Ltd. (the “issuer”) for the interim period ended April 30, 2014.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: June 12, 2014

/s/Michael Lee
_______________________
Michael Lee
Chief Financial Officer

NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.