Churchill Resources — Management Reports 2022

Dec 20, 2022

CHURCHILL RESOURCES INC.

MANAGEMENT DISCUSSION & ANALYSIS (FORM 51-102F1)

FOR THE YEAR ENDED AUGUST 31, 2022

(EXPRESSED IN CANADIAN DOLLARS)

BACKGROUND 3
CAUTION REGARDING FORWARD-LOOKING INFORMATION 3
COVID-19 3
COMPANY OVERVIEW 4
OUTLOOK 4
CHANGE IN MANAGEMENT 5
EXPLORATION AND EVALUATION ASSETS 5
SUMMARY OF QUARTERLY INFORMATION 17
SELECTED INFORMATION 18
RESULTS OF OPERATIONS 18
LIQUIDITY AND CAPITAL RESOURCES 19
OUTSTANDING SHARE DATA 19
RELATED PARTY TRANSACTIONS AND BALANCES 22
OTHER COMMITMENTS 22
OFF-BALANCE SHEET ARRANGEMENTS 22
CRITICAL ACCOUNTING ESTIMATES 22
ADOPTION OF NEW AND AMENDED IFRS PRONOUNCEMENTS 23
FINANCIAL INSTRUMENTS 23
RISKS AND UNCERTAINTIES 23

BACKGROUND

This Management Discussion and Analysis ("MD&A") of Churchill Resources Inc. ("Churchill" or the "Company") (formerly 9 Capital Corp.) ("9 Capital") financial position and results of operations for the year ended August 31, 2022 is prepared as at December 19, 2022.

This MD&A should be read in conjunction with our audited consolidated financial statements for the year ended August 31, 2022 and the supporting notes. Those audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All dollar figures included therein and in the following MD&A are quoted in Canadian dollars. Additional information relevant to the Company's activities can be found on SEDAR at www.sedar.com.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

Certain information contained in this MD&A may constitute forward-looking information, which is information regarding possible events, conditions or results of operations of the Company that is based upon assumptions about future economic condition and courses of action and which is inherently uncertain. All information other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by the use of words such as "feel", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", and similar words or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook. Forward-looking information contained in this MD&A includes, without limitation, our expectations regarding anticipated exploration activities and results and financing activities and other factors on our operating results, and the performance of global capital markets, commodity prices and interest rates.

Forward-looking information involves known and unknown risk, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The Company believes the expectations reflected in the forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and readers are cautioned not to place undue reliance on forward-looking information contained in this MD&A. Some of the risks and other factors which could cause results to differ materially from those expressed in the forward-looking information contained in this MD&A include, but are not limited to: risks relating to exploration results, market fluctuations, commodity price fluctuations and the strength of the Canadian, U.S. and other economies.

Readers are cautioned that the foregoing lists of factors are not exhaustive. Although the Company has attempted to identify important factors that could cause actual events and results to differ materially from those described in the forward-looking information, there may be other factors that cause events or results to differ from those intended, anticipated or estimated. The Company undertakes no obligation to update publicly or revise any forwardlooking information, whether as a result of new information, future events or otherwise, except as otherwise required by law. All of the forward-looking information contained in this MD&A is expressly qualified by this cautionary statement.

COVID-19

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn.

The Company could be adversely impacted by the effects of the coronavirus. The extent to which the coronavirus impacts the Company, including its operations and the market for its securities, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the outbreak and the actions taken to contain or treat the coronavirus outbreak. The continued spread of the coronavirus globally could materially and adversely impact the Company's operations, and the operations of its suppliers, contractors and service providers and the ability to obtain financing. To date, the Company has not had any adverse effects from the coronavirus.

COMPANY OVERVIEW

Churchill is a Canadian exploration stage mining company which is focused on the exploration for battery metals and diamonds in Canada. The Company currently holds four exploration projects, namely Taylor Brook in Newfoundland, Florence Lake in Labrador, Pelly Bay in Nunavut and White River in Ontario. All projects are at the evaluation stage, with known mineralized Ni-Cu-Co showings at Taylor Brook, Florence Lake and Pelly Bay, and diamondiferous kimberlitic intrusives at White River and Pelly Bay.

The Company was incorporated on April 4, 2017, under the Business Corporations Act (Ontario). Its registered office is located at Suite 505, 133 Richmond Street West, Toronto, Ontario, M5H 2L3. The Company's records office is located at 2100 Scotia Plaza, 40 King Street West, Toronto, Ontario, M5H 3C2.

OUTLOOK

The Company planned to spend approximately $3-4 million on the following exploration activities during the 2022 fiscal year, with the following activities in progress or completed:

• 1. Taylor Brook Ni-Cu property: Phase 2 exploration of 5,000m of drilling, ground time domain electromagnetic ("TDEM") and borehole electromagnetic ("BHEM") geophysical survey as well as soil geochemical and prospecting surveys.
• 1. Florence Lake Ni-Cu property: airborne EM surveying, compilations of historical work, soil geochemical surveying and prospecting.
• 1. Cormack Property: First pass heavy mineral drainage stream sediment sampling survey work.
• 1. A 2021 compilation of the Ni-Cu and gold exploration database at Pelly Bay to identify targets to be used to generate interest in the project, however no budget is allocated for exploration at this time.

2022 has been a pivotal year in the advancement of the Taylor Brook Project for the Company as it has aggressively explored the known Ni-Cu-Co mineralization and tested newly developed electromagnetic targets. The extensive database of historical information has been augmented by new exploration data, and by applying the most recent exploration concepts and techniques. At Florence Lake, the soil geochemical survey has been designed to assess the large number of VEM conductors generated by the airborne EM survey and early results have been encouraging.

As of the date of this MD&A the Company has submitted the following samples to analytical facilities and received and reported results:

• 1. 153 surface rock channel samples from the Taylor Brook Property to Eastern Analytical Ltd. in Springdale, NL for assays. Two channels comprising two samples each from the Layden Showing assayed 3.23% Ni, 0.75% Cu and 0.06% Co over 1.54m and 1.76% Ni, 0.52% Cu and 0.05% Co respectively (Reported October 11, 2022).
• 1. Core drilling of 5,888m in 20 holes (holes 14-33 on the project drilled by CRI) in the Layden Intrusive area, of which results from the first nine holes to TB22-22 were reported October 11th, 2022. Highlights included several shallow intersections assaying as high as 4.49% Ni, 1.24% Cu and 0.08% Co over 1.77m in hole TB22- 15, within a larger interval of 2.79% Ni, 0.54% Cu and 0.03% Co over 4.44m.
• 1. 1,888 soil samples from the Taylor Brook and Taylor Brook South Properties to Eastern Analytical Ltd. in Springdale for geochemical analysis. This work yielded several areas of anomalous Ni, Cu, Co and Cr that are well away from the known Layden mineralization and are being followed up with line-cutting, soil sampling and prospecting (Reported November 9, 2022).
• 1. 106 drainage samples from the Taylor Brook Cormack Property to Overburden Drilling Management Limited in Nepean, Ontario for heavy mineral concentration and examination for sulphide metal and gold grains. This work has generated a target area in the southern two licenses where an unknown mafic to ultramafic intrusive is likely present, which will be followed up in 2023 (Reported November 9, 2022).
• 1. 2,368 soil samples from the Florence Lake project were submitted to Eastern Analytical Ltd. and results were reported November 9th, 2022. Numerous anomalies were generated from this work including two high nickel samples that required assaying, which is quite unusual and highly encouraging.

Results from the remaining sampled core holes as well as from the Fall soil sampling and prospecting work at Taylor Brook samples from Taylor Brook are expected during Q4.

CHANGE IN MANAGEMENT

On September 20, 2021, the Company announced that Ms. Dawn Evans-Lamswood, M.Sc., P.Geo. joined the Company as Senior Consultant to the Taylor Book and Florence Lake nickel projects.

On June 6, 2022, the Company announced the appointment of Ms. Jessie Liu-Ernsting to its board of directors.

EXPLORATION AND EVALUATION ASSETS

Taylor Brook Property, Newfoundland

On October 22, 2020, the Company entered into a letter of intent (the "TB LOI") with Altius Resources Inc. ("Altius") to acquire 100% interest of the mining claims (the "TB Claims") known as the Taylor Brook Nickel-Copper-Cobalt Project which is located within the Long-Range Mountains of Western Newfoundland, approximately 60km northnortheast of Deer Lake. The Taylor Brook Ni-Cu-Co-PGE property in Newfoundland has potential for magmatic Ni-Cu-Co deposits i.e., Vale's Voisey's Bay Reid Brook and Eastern Deep ore bodies, Sudbury Offset Dyke Ni-Cu-PGE deposits such as Kelly Lake within the Copper Cliff Offset dyke and Totten and Victoria within the Worthington Offset dyke.

The Taylor Brook Property is comprised of two contiguous map-staked licenses containing 226 claims totaling approximately 56.5km2 hectares, which has known high grade Ni-Cu-Co mineralization at surface and shallow drilled depths from work carried out between 1999-2012. In addition, the Company has four map-staked licenses in its name comprising the Taylor Brook South Property (259 claims or 64.75km2 ) which ties on to the south. As well the Company has five map-staked licenses to the southwest of Taylor Brook at its Cormack Property (1,049 claims or 262.25km2 ).

Collectively the three properties cover the western and southern margins of the Taylor Brook Gabbro Complex as well as major continental structures which may also have nickel potential, as per the figure below. A large body of work has been completed on the properties as detailed above, and in the discussion below.

Churchill Resources Inc.

Management's Discussion and Analysis For the Year Ended August 31, 2022

On December 18, 2020 (the "TB Execution Date"), the Company signed an option agreement (the "1st TB Option Agreement") with Altius to acquire 100% interest of the TB Claims. The Company will have the exclusive right for a period of 24 months (the "TB Option Period") to acquire an undivided 100% interest in the TB Claims.

Pursuant to the 1st TB Option Agreement, the Company will:

• 1. Issue 2,423,180 CDC common shares, or such number which is equivalent to 9.9% of the common shares issued and outstanding of CDC (or a resulting issuer company) at the date of issuance, to Altius upon the TB Execution Date (issued on the TB Execution Date with a fair value of $605,795);
• 1. Incur a minimum of $250,000 in exploration expenditures on the Claims within 12 months following the TB Execution Date (incurred);
• 1. Complete an equity financing with an amount of at least $1 million with a share price of not less than $0.25 (the "$1M Private Placement") within 12 months following the TB Execution Date (completed);
• 1. Issue common shares which will result in Altius' post $1M Private Placement ownership at 19.9% based on the common shares issued and outstanding of the Company at the date of issuance, to Altius within 24 months following the TB Execution Date12;
• 1. Commence a transaction that will result in the Company becoming a reporting issuer in at least one province of Canada (the "Going Public Transaction") within 12 months following the TB Execution Date and complete the Going Public Transaction within 24 months following the TB Execution Date (completed); and
• 1. Enter into an investor rights agreement (the "TB Investor Rights Agreement") with Altius1 .

The TB Investor Rights Agreement will entitle Altius to designate one nominee for the election to the board of directors of the Company and will grant the right to Altius to participate in the Future Financings undertaken by the Company on the same terms which are offered to third parties to subscribe the common shares of the Company to maintain Altius' post Future Financings ownership in CDC or the Company at 19.9% of the issued and outstanding common shares of the Company.

On August 30, 2021 (the "2nd TB Execution Date"), the Company entered into two option agreements ("2nd TB Option Agreement") with two optionors on properties adjacent to the known Layden Ni-Cu-Co showings at the Taylor Book Property.

Pursuant to the 2nd TB Option Agreement with the first optionor, the Company optioned 4 contiguous claims covering a 1.0km2 area under one mineral license. Under the term of the 2nd TB Option Agreement with the first optionor, the Company will pay or issue:

• On the 2nd TB Execution Date: $10,000 cash3

(paid)

• Within 5 days of receipt of regulatory approval: 35,000 common shares (issued; fair value of $9,800) • On or before August 30, 2022: $15,000 cash (paid subsequent to August 31, 2022) and 45,000 common shares (issued; fair value of $10,350)

1 Altius forfeited the investor rights by electing not to maintain their pro-rata interest following a financing that was completed prior to the completion of the RTO by the Company.

2 On October 18, 2022, as the Company satisfied all the obligations under the 1st TB Option Agreement, the Company exercised the option to acquire a 100% interest in the TB Claims by issuing 9,000,000 common shares of the Company to Altius and entering into a Taylor Brook royalty agreement (the "Taylor Brook Royalty Agreement") of which the Company granted a 1.6% royalty to Altius.

3 The Company selected to satisfy $2,500 by issuing 8,772 common shares of the Company.

Churchill Resources Inc. Management's Discussion and Analysis For the Year Ended August 31, 2022

• On or before August 30, 2023: $50,000 cash and 100,000 common shares

On execution of the 2nd TB Option Agreement, the Company granted a 2.0% Net Smelter Returns royalty ("NSR") to the first optionor, of which 1.0% of the NSR may be purchased by the Company for $1 million.

Pursuant to the 2nd TB Option Agreement with the second optionor, the Company optioned 15 contiguous claims covering a 3.75km2 under one mineral license. Under the term of the 2nd TB Option Agreement with the second optionor, the Company will:

•	On the 2nd TB Execution Date:	$10,000 cash4(paid)
•	Within 5 days of receipt of regulatory approval:	50,000 common shares (issued; fair value of $14,000)
•	On or before August 30, 2022:	$15,000 cash (paid subsequent to August 31, 2022) and
		100,000 common shares (issued; fair value of $23,000)
•	On or before August 30, 2023:	$50,000 cash and 200,000 common shares

On execution of the 2nd TB Option Agreement, the Company granted a 2.0% Net Smelter Returns royalty ("NSR") to the second optionor, of which 1.0% of the NSR may be purchased by the Company for $1 million.

The Company may also satisfy $5,000 and $20,000 of the portion of the remaining cash payments for each option by issuing common shares in lieu of such partial cash payment.

In addition, during the year ended August 31, 2022, the Company paid staking fees of $845 (August 31, 2021 – $15,990) for the Taylor Brook (South) Property located in Newfoundland, Canada. The Taylor Brook (South) Property includes 259 unpatented claims.

The Company completed compilations and a helicopter-borne VTEM and Horizontal Gradiometer Geophysical Survey over the combined Taylor Brook and Taylor Brook South properties, including the optioned claims during the year ended August 31, 2021 and received final results in September, 2021, for Taylor Brook, and May 2022 for Taylor Brook South. This data is being utilized to plan 2022 field work on the combined project.

On September 20, 2021, the Company announced drilling operations are to commence early in October, and preparations including core shack construction, trail clearing and line-cutting are getting underway. The Company has engaged Mercator Geological Services to provide geological field personnel and equipment for the exploration program.

On October 7, 2021, the Company announced that field work has commenced at the Taylor Book Property, along with drilling and road-clearing equipment on the property. Drilling in the known high grade Layden Showing area has also commenced, along with ground magnetic geophysical surveying.

On November 18, 2021, the Company announced that its Phase 1 Exploration Program has proceeded well and has identified and started to evaluate a magmatic Ni-Cu system on the property, the Layden Magmatic Intrusive, which appears to have significant scale. A total of 13 core holes totaling 2,477m have been drilled as the Phase 1 program.

On March 2, 2022, the Company announced that planning and arrangements for its second phase of drilling and geophysical surveys are nearing completion. Assay results have been received for the first drill hole from the Phase 1 program, TB21-01, which had no significant nickel or copper values.

On May 2, 2022, the Company announced that it had been assigned five additional licenses totaling 262.25km2 tying on to the Taylor Brook South Property by Altius, in return for reimbursement of staking costs ($52,450) and a 1.6%

4 The Company selected to satisfy $2,500 by issuing 8,772 common shares of the Company.

Gross Sales Royalty. The Company designated these licenses as the Cormack Property, and carried out a stream sediment sampling program which totaled 106 samples during May.

On October 18, 2022, the Company announced that it has exercised the option to acquire a 100% interest in the TB Claims by issuing 9,000,000 common shares of the Company to Altius.

Drilling

On May 26th, 2022 the Company announced that its Phase 2 drilling and exploration program had commenced, as well as the balance of the long-delayed 2021 analytical results (refer to news release dated May 26, 2022 for further details). Phase 2 work already in progress at that time included line cutting and surface large-loop EM surveys, relogging and sampling of historical drill holes, and drilling extensions of 2021 holes for down-hole EM ("BHEM") surveys. The Company contributed with this work into September 2022, when the major equipment-related fieldwork entered hiatus to await results and the BHEM surveying work to catch up to the drilling.

As of August 31, 2022, the Company has incurred $4,201,483 in exploration and evaluation costs on the property, including Phase 2 costs as well as work done on the Taylor Brook Cormack Property.

On October 11, 2022 the Company announced the results from the first nine 2022 drillholes as well as channel sampling, that returned very encouraging high grade nickel intercepts from the Layden Magmatic Intrusive prospect at the Company's Taylor Brook Project in western Newfoundland. Results include:

4.49% Ni, 1.24% Cu, 0.078% Co over 1.77m in hole TB22-15 3.04% Ni, 0.36% Cu, 0.044% Co over 1.70m in hole TB22-20 3.23% Ni, 0.75% Cu, 0.061% Co over 1.54m in Channel Sample 33

Both drill intercepts above were included within longer mineralized intervals, detailed in the table below. Note that all intersections are provided as core lengths, not true widths, which have yet to be determined.

Hole/Channel Meterage		Meterage	Length (m)	Ni	Cu	Co	S	Target Area	Specific Target
Number	From (m)	To (m)		%	%	%	%
TB22-15	5.2	7.55	2.35	1.65	0.41	0.026	4.30	Layden Intrusive	BHEM conductor plate
TB22-15	9.58	14.02	4.44	2.79	0.54	0.046	7.80	Layden Intrusive	BHEM conductor plate
including	9.58	11.35	1.77	4.49	1.24	0.078	12.59	Layden Intrusive	BHEM conductor plate
TB22-19	106	106.55	0.55	2.43	0.08	0.044	6.53	Western Dyke	BHEM conductor plate
TB22-20	24.6	31.5	7.55	1.04	0.24	0.016	2.73	Layden Intrusive	BHEM conductor plate
including	24.95	26.45	1.5	1.47	0.65	0.024	4.32	Layden Intrusive	BHEM conductor plate
and	29.8	31.5	1.7	3.04	0.36	0.044	7.47	Layden Intrusive	BHEM conductor plate
Channel 33	0	1.54	1.54	3.23	0.75	0.061	11.86	Layden Showing	Washed outcrop
Channel 34	0	1.7	1.7	1.76	0.52	0.047	7.95	Layden Showing	Washed outcrop

2022 fieldwork at Taylor Brook has taken both a detailed approach to the outcropping Layden Intrusive, coupled with a regional exploration perspective, assessing the bigger picture including the adjacent Taylor Brook Gabbro Complex which is of a similar age as the nickel-bearing intrusives at Layden, and therefore extending the area of interest to over 10 kilometres of strike. The encouraging grades and nickel tenors (10-14% in drill core and 7-9% in channel samples) encountered at both Layden and the Western Dyke are confirming that massive sulphide accumulations are present. It is thought that the Western Dyke may represent a feeder to the Layden Intrusive, as they appear to merge based on the 2022 drilling and mapping which confirmed a southern extension to the host gabbronorite body.

Churchill Resources Inc. Management's Discussion and Analysis For the Year Ended August 31, 2022

The Company's Phase 2 Exploration program up to the date of this MD&A totaled 5,888m of drilling in twenty new holes as well as extensions of four 2021 holes. Virtually every hole was surveyed utilizing BHEM and Televiewer equipment to identify conductors and assist in the 3-D geological interpretation. Other work completed as part of Phase 2 included a high-resolution airborne magnetic survey, surface TDEM surveys and the channel, soil and heavy mineral sampling programs detailed above.

Churchill Resources Inc.

Management's Discussion and Analysis For the Year Ended August 31, 2022

Florence Lake Property, Newfoundland

On June 24, 2021, the Company entered into a binding letter of intent (the "FL LOI") with Altius to acquire a 100% undivided interest in certain mining claims (the "FL Claims") comprising the Florence Lake Ni-Cu-PGE property in central Labrador near the coastal community of Hopedale and 175km south of the Voisey's Bay mine (the "Florence Lake Property"). The Florence Lake Property is host to several Raglan-type ultramafic volcanic-hosted massive and disseminated sulphide nickel showings with drill core present on the property for relogging and sampling.

On July 23, 2021 (the "FL Execution Date"), the Company entered into a definite option agreement (the "FL Option Agreement") with Altius to acquire 100% undivided interest in certain mining claims comprising the Florence Lake Property. The Company will have the exclusive option for a period of 24 months (the "FL Option Period") to acquire an undivided 100% ownership interest in the Florence Lake Property.

Pursuant to the terms (the "FL terms") of the FL Option Agreement, the Company will:

• Issue 1,373,946 common shares of the Company to Altius (issued with a fair value of $233,571 on the FL Execution Date);
• Incur a minimum of $1,500,000 in exploration expenditures within 12 months following the FL Execution Date5 ;
• Complete an equity financing with an amount of at least $4 million (the "$4M Private Placement") (completed);
• Issue the lesser of 7,000,000 common shares or a number of shares which will not constitute Altius owning more than 19.9% of the issued and outstanding common shares of the Company on a partially diluted basis immediately after the issuance.
• Provide Altius with a nomination right to elect one nominee to the board of directors of the Company until such time that Altius beneficially owns less than 9.9% of the common shares of the Company; and
• Provide Altius with a pre-emptive right to participate in the future financings undertaken by the Company on the same terms which are offered to third parties to subscribe the common shares of the Company to maintain Altius' post future financings ownership in the Company at 19.9% of the issued and outstanding common shares of the Company until such time that Altius beneficially owns less than 9.9% of the issued and outstanding common shares of the Company.

Upon the option being deemed to have been exercised in accordance with the FL Terms, the Company will issue the grant to Altius a 1.6% gross sales royalty on any minerals produced from the claims comprising the Florence Lake Property. As of August 31, 2022, the Company did not elect to exercise the option.

During the year ended August 31, 2022, the Company made a reclamation deposit of $5,000 for the Florence Lake Property.

The Florence Lake Property is comprised of four map-staked licenses, with the northern Florence Lake Block comprising Licenses 027520M (50 claims) and 032167M (151 claims) totaling 5,025ha or 50.25km2 . The southern Seahorse Lake Block is comprised of license 032231M containing 172 claims which cover 4,300ha or 43km2 . The two Altius blocks are joined by Churchill license 033881M containing 43 claims which covers Florence Lake and the area the camp will be constructed. These licenses require $78,139 in assessment work during the current year which was met with costs incurred in 2021 for the 50% advance payment for the airborne survey, plus costs associated with the due-diligence sampling work carried out in July 2021.

5 The Company is currently working with Altius for an extended term.

On October 7, 2021, the Company announced that re-sampling of historical core at the Florence Lake Property has confirmed high grade nickel tenors. All drillholes sampled are from the Baikie Showing at Florence Lake, which has been shown to extend approximately 110m along strike and 90m depth from previous work.

On November 18, 2021, the Company announced that a helicopter-borne VTEM and Horizontal Gradiometer Geophysical Survey has commenced at the Florence Lake Property. The contractor encountered a series of delays in assembling and testing the equipment due to inclement weather, which necessitated postponing this survey until April 2022. The Company expects to complete this work and have the preliminary data and targets by June 2022, and has commenced comprehensive compilations of historical exploration to add to the VTEM target database.

On March 2, 2022, the Company provided an update on the helicopter-borne VTEM and Horizontal Gradiometer Geophysical Survey which will re-commence early April due to being postponed by deteriorating weather conditions in December. The Company has since decided to fly the survey at 50m line spacing over the northern claim block (and 100m spacing elsewhere) hosting the nickel showings, which will increase the cost of the overall survey to approximately $400,000. The surveying of the North Block was virtually completed by the Nunatsiavut Government's mandated shutdown date of May 15th for airborne survey work, with the Company intending to complete the longdelayed surveying work with different contractors in 2023.

On November 9, 2022, the Company announced the collection of ~3200 soil samples of which results have been received for 2,346 as reported here. The figure below presents B-horizon soil sample results for Nickel along with conductor axes, nickel showing locations and past drilling. Highlights include two samples requiring follow-up assays, of which sample 902700 located ~35m from the known Baikie Showing returned 1.0% Ni along with highly anomalous Co, Cu and Cr values. Sample 904061 returned 0.16% Ni and similarly highly anomalous Co, Cu and Cr values, and is in an unexplored area of the property with a strong coincident EM response. The Company is particularly encouraged by the anomalous results being seen over its newly identified extensive conductor trends.

Churchill Resources Inc.

Management's Discussion and Analysis For the Year Ended August 31, 2022

As of August 31, 2022, the Company has incurred $612,557 in exploration and evaluation costs on the property.

Pelly Bay Property, Nunavut

The Pelly Bay Property is located in central Nunavut, Canada. The Company has a 100% interest in all claims of the Pelly Bay Property.

Adamera Minerals Corp. ("Adamera"), the original owner of the project database purchased by the Company, retains a 2% Gross Over-riding Royalty ("GOR") on all diamonds mined in a specific Area of Interest, of which 1% can be purchased by the Company not later than within the first year of production, for $1,000,000. Adamera also retains a 2% GOR on all other commodities mined in the Area of Interest, under the same terms.

The Pelly Bay Property claims are currently suspended as per Nunavut Mining Regulations policies as the Company awaits the approval of the Water Permit from the Nunavut Water Board, which is still pending as of August 31, 2022. Assessment requirements upon re-activation of the claims at the Company's request following resolution of the water permit issue will total $1,707,500 in qualified work expenditures, or cash fees, to keep all claims in good standing to July 24, 2023, should the claims be activated at the Company's request following receipt of the water permit. Work or charges for each subsequent year from July 24, 2023, due annually on July 24th, is $853,750 per year, assuming the entire property is retained.

As the Company has not received the approval of the Water Permit from the Nunavut Water Board, during the year ended August 31, 2021, the Company decided to impair the evaluation and exploration assets by $407,144 to a nominal amount of $1.

During the year ended August 31, 2022, the Company incurred $47,803 in geological consulting services provided by an arms-length company for the Pelly Bay Property.

White River Property, Northern Ontario

On February 9, 2017, the Company entered into an earn-in agreement with Rudolf Wahl and Frederick Lowndes (collectively, the "Vendors") on the White River property ("White River").

Pursuant to the agreement, the Company can acquire up to a 100% interest in White River by making the following payments:

•	Upon signing the agreement:	$40,000 cash (paid)
•	Upon regulatory approval:	350,000 common shares (issued; fair value of $87,500)
•	On or before February 9, 2018:	$30,000 cash (paid) and500,000 common shares (issued; fair value of $125,000)
•	On or before February 9, 2019:	$30,000 cash (paid) and500,000 common shares (issued; fair value of $125,000)
•	On or before February 9, 2020:	$30,000 cash (paid) and500,000 common shares (issued; fair value of $125,000)
•	On or before February 9, 2021:	$30,000 cash (paid) and500,000 common shares (issued; fair value of $125,000)
•	On or before February 9, 2022:	$50,000 cash (paid) and500,000 common shares (issued; fair value of $90,000)

The Company is also required to incur a minimum of $1,000,000 in exploration work at White River by February, 2024, as amended on May 18, 2021, of which $72,000 is required to be incurred by February, 2018 (incurred). As of August 31, 2022, the Company incurred qualified exploration expenditures of $642,475 on the White River Property such that all claims are in good standing.

The Vendors retains a 3% GOR on all diamonds mined at White River, of which 1.5% can be purchased by the Company at any time for $2,000,000. The Vendors will also retain a 2% GOR on all other commodities mined at White River, of which 1% can be purchased by the Company at any time for $1,000,000.

During the year ended August 31, 2021, the Company decided to impair the evaluation and exploration assets by $845,928 to a nominal amount of $1 due to management's decision not to conduct any significant work in the near future.

Per the agreement, during the year ended August 31, 2022, the Company made a cash payment of $50,000 and issued 500,000 common shares with a fair value of $90,000. These amounts were capitalized as exploration and evaluation costs. In connection with the impairment decision made during the year ended August 31, 2021, these amounts were subsequently written off to the statement of loss and comprehensive loss.

Exploration and evaluation costs

The Company's exploration and evaluation costs during the year ended August 31, 2022 are broken down as follows:

Exploration and evaluation assets

		White	Taylor	Florence
	Pelly Bay	River	Brook	Lake	Others	Total
	$	$	$	$	$	$
Balance as of August 31, 2020	407,144	690,928	-	-	1,420	1,099,492
Acquisition costs
- Cash	-	30,000	15,000	-	-	45,000
- Common shares	-	125,000	610,795	233,571	-	969,366
	-	155,000	625,795	233,571	-	1,014,366
Staking costs	-	-	15,990	-	-	15,990
Impairments	(407,144)	(845,928)	-	-	-	(1,253,072)
Balance as of August 31, 2021	-	-	641,785	233,571	1,420	876,776
Acquisition costs
- Cash	-	50,000	-	-	-	50,000
- Common shares	-	90,000	57,150	-	-	147,150
	-	140,000	57,150	-	-	197,150
Staking costs	-	-	53,295	2,795	-	56,090
Impairments	-	(140,000)	-	-	-	(140,000)
Balance as of August 31, 2022	-	-	752,230	236,366	1,420	990,016

Churchill Resources Inc.

Management's Discussion and Analysis For the Year Ended August 31, 2022

Exploration and evaluation expenses

		Taylor	Florence
	Pelly Bay	Brook	Lake	Total
	$	$	$	$
For the year ended August 31, 2022
Consulting	47,803	1,021,227	175,060	1,244,090
Drilling	-	1,095,811	-	1,095,811
Equipment rental	-	93,003	9,397	102,400
Field work	-	501,446	36,390	537,836
Helicopter	-	51,476	-	51,476
Licenses and permits	-	18,253	-	18,253
Mapping	-	23,025	455	23,480
Salaries and wages	-	33,600	-	33,600
Sample	-	133,603	1,930	135,533
Survey	-	545,627	200,136	745,763
Transportation	-	143,914	-	143,914
Travel	-	114,212	14,240	128,452
	47,803	3,775,197	437,608	4,260,608

Qualified Person

Paul Sobie, P.Geo., the Company's Chief Executive Officer, is the Qualified Person, as defined by National Instrument 43-101 (NI 43-101), who has reviewed and approved the technical information disclosed in this MD&A.

SUMMARY OF QUARTERLY INFORMATION

The quarterly results for the last eight quarters are summarized below:

	Three months ended
	August 31, 2022	May 31, 2022		November 30,2021
	$	$	$	$
Net loss	(2,416,231)	(944,689)	(584,732)	(931,114)
Comprehensive loss	(2,416,231)	(944,689)	(584,732)	(931,114)
Loss per share (basicand diluted)	(0.05)	(0.02)	(0.01)	(0.02)

	Three months ended
	August 31, 2021May 31, 2021		February 28,2021	November 30,2020
	$	$	$	$
Net loss	(3,230,408)	(356,816)	(300,880)	(27,799)
Comprehensive loss	(3,230,408)	(356,816)	(300,880)	(27,799)
Loss per share (basicand diluted)	(0.09)	(0.02)	(0.01)	(0.02)

Churchill Resources Inc. Management's Discussion and Analysis For the Year Ended August 31, 2022

SELECTED INFORMATION

	For the year ended
	August 31, 2022	August 31, 2021	August 31, 2020
	$	$	$
Net loss	(4,876,766)	(3,915,903)	(555,616)
Comprehensive loss	(4,876,766)	(3,915,903)	(555,616)
Basic and diluted lossper share	(0.10)	(0.14)	(0.03)

As at:	August 31, 2022	August 31, 2021	August 31, 2020
	$	$	$
Working capital (deficiency)	1,817,850	1,984,562	(323,659)
Total assets	3,661,025	3,824,908	1,144,909
Total liabilities	836,476	949,494	355,983
Share capital	12,234,760	8,507,960	2,638,711
Deficit	(10,965,827)	(6,089,061)	(2,173,158)

RESULTS OF OPERATIONS

Three months ended August 31, 2022

During the three months ended August 31, 2022, the Company recorded a net loss of $2,416,231 compared to $3,230,408 for the three months ended August 31, 2021.

During the three months ended August 31, 2022, the Company incurred the following significant expenditures:

• Exploration and evaluation costs of $2,187,668 (August 31, 2021 $422,394);
• General and administrative costs of $22,332 (August 31, 2021 $35,576);
• Professional fees of $74,919 (August 31, 2021 $(25,417));
• Share-based compensation of $429,396 (August 31, 2021 $nil); and
• Shareholder information and investor relations of $78,992 (August 31, 2021 $23,580).

During the three months ended August 31, 2022, the Company made a cash payment of $16,667 for the White River Property. These amounts were capitalized as exploration and evaluation costs. In connection with the impairment decision made during the year ended August 31, 2021, these amounts were subsequently written off to the statement of loss and comprehensive loss.

In addition, during the three months ended August 31, 2022, the Company recorded other income of $368,335 (August 31, 2021 - $31,443) related to the settlement of eligible exploration expenditures from the issuance of the flow-through shares.

Year ended August 31, 2022

During the year ended August 31, 2022, the Company recorded a net loss of $4,876,766 compared to $3,915,903 for the year ended August 31, 2021.

During the year ended August 31, 2022, the Company incurred the following significant expenditures:

• Exploration and evaluation costs of $4,260,608 (August 31, 2021 – $760,608);

• General and administrative costs of $108,202 (August 31, 2021 $74,144);
• Professional fees of $376,033 (August 31, 2021 $200,404);
• Share-based compensation of $526,058 (August 31, 2021 $nil); and
• Shareholder information and investor relations of $337,079 (August 31, 2021 $129,893).

During the year ended August 31, 2022, the Company made a cash payment of $50,000 and issued 500,000 common shares with a fair value of $90,000 for the White River Property. These amounts were capitalized as exploration and evaluation costs. In connection with the impairment decision made during the year ended August 31, 2021, these amounts were subsequently written off to the statement of loss and comprehensive loss.

In addition, during the year ended August 31, 2022, the Company recorded other income of $894,217 (August 31, 2021 - $85,840) related to the settlement of eligible exploration expenditures from the issuance of the flow-through shares.

LIQUIDITY AND CAPITAL RESOURCES

The Company's activities have been funded through equity financings and the Company expects it will continue to be able to utilize this source of financing until it develops cash flow from future operations.

There can be no assurances the Company will be successful in its endeavors. If such funds are not available or other sources of finance cannot be obtained then the Company will be forced to curtail its activities to a level for which funding is available or can be obtained.

As of August 31, 2022, the Company has working capital of $1,817,850 (August 31, 2021 - $1,984,562).

OUTSTANDING SHARE DATA

Share Capital

Authorized

Unlimited number of common shares without par value.

Issued share capital

At August 31, 2022, the Company had 59,736,883 (August 31, 2021 – 43,354,822) common shares issued and outstanding.

Escrow shares

On August 13, 2018, the Company entered into an escrow agreement, whereby common shares will be held in escrow and are scheduled for release as follows:

• June 16, 2021: 1,205,883 common shares (released)
• December 16, 2021: 1,205,883 common shares (released)
• June 16, 2022: 1,205,883 common shares (released)
• December 16, 2022: 1,205,884 common shares (released subsequent to August 31, 2022)

On June 16, 2021, the Company entered into an escrow agreement, whereby common shares will be held in escrow and are scheduled for release as follows:

• June 16, 2021: 1,001,680 common shares (released)

• December 16, 2021: 1,349,827 common shares (released)
• June 16, 2022: 1,655,212 common shares (released)
• December 16, 2022: 1,655,212 common shares (released subsequent to August 31, 2022)
• June 16, 2023: 1,960,596 common shares
• December 16, 2023: 1,960,597 common shares
• June 16, 2024: 3,487,521 common shares

During the year ended August 31, 2022, 5,416,805 common shares were released from escrow (August 31, 2021 – 2,207,563).

As of August 31, 2022, there were 10,269,810 common shares held in escrow (August 31, 2021 – 15,686,615).

During the year ended August 31, 2022

• The Company issued 17,544 common shares to satisfy the $5,000 option payments pursuant to the 2nd TB Option Agreement.
• The Company issued 230,000 common shares with fair value of $57,150 pursuant to the 2nd TB Option Agreement.
• The Company issued 500,000 common shares with a fair value of $90,000 for the White River Property.
• 525,904 stock options were exercised for proceeds of $89,404.
• On December 30, 2021, the Company completed a non-brokered private placement of 2,403,257 flow-through units ("2021 FT Unit") at a price of $0.31 for gross proceeds of $745,009. Each FT Unit consisted of one common share of the Company issued as a flow-through share ("FT Share") and one half of one common share purchase warrant (each whole warrant, a "2021 Warrant"). Each 2021 Warrant will entitle the holder thereof to purchase one common share of the Company at a price of $0.42 for a period of 24 months.

In connection with the private placement, the Company incurred the following transaction costs which were recorded as share issuance costs:

• Paid cash of $50,750 as finders' fees;
• Issued 163,712 finders' warrants ("2021 Finder's Warrants") with fair value of $15,654; and
• Paid cash of $13,301 for other expenses.

Each 2021 Finder's Warrants is exercisable to acquire one common share of the Company at a price of $0.28 at any time on or before December 30, 2023.

• On March 31, 2022, the Company completed a non-brokered private placement of 4,687,500 units ("2022 Units") at a price of $0.32 for gross proceeds of $1,500,000 and 7,142,857 flow-through units ("2022 FT Units") at a price of $0.35 for gross proceeds of $2,500,000.

Each 2022 Unit was comprised of one common share of the Company and one-half of one common share purchase warrant (each whole warrant, a "2022 Warrant"). Each 2022 FT Unit was comprised of one FT Share and one-half of 2022 Warrant. Each 2022 Warrant will entitle the holder thereof to purchase one common share of the Company at a price of $0.48 for a period of 24 months.

For the 2022 Warrants, the Company has the right to accelerate the expiry date of the 2022 Warrants to a date which is 30 calendar days following the date a press release is issued by the Company announcing the accelerated expiration date of the 2022 Warrants if the ten-day trading price of the Company's common shares is greater than $0.75.

In connection with the private placement, the Company incurred the following transaction costs which were recorded as share issuance costs:

• Issued 874,999 2022 Units with fair value of $280,000 of which $35,001 was allocated to the 2022 Warrants;
• Issued 828,124 finders' warrants ("2022 Finder's Warrants") with fair value of $121,072; and
• Paid cash of $139,025 for other expenses.

Each 2022 Finder's Warrants is exercisable to acquire one common share of the Company at a price of $0.32 at any time on or before March 31, 2024.

• On September 1, 2021, the Company granted 250,000 options with an exercise price of $0.30 to a consultant. The options are exercisable for a period of five years. One-fourth vest three months after the grant date and will vest every three months thereafter.
• On September 1, 2021, the Company granted 250,000 options with an exercise price of $0.30 to a consultant. The options are exercisable for a period of five years. One-fourth vest on date of the grant, one-fourth vest six months after the grant and one and half will be vest one year thereafter.
• On June 6, 2022, the Company granted 2,500,000 options with an exercise price of $0.30 to certain officers, directors and consultants. The options are exercisable for a period of five years. All of the options granted vested immediately at the date of grant.
• 175,301 stock options expired unexercised.

Subsequent to August 31, 2022

• On October 18, 2022, the Company exercised the option to acquire a 100% interest in the TB Claims by issuing 9,000,000 common shares of the Company to Altius.
• On December 13, 2022, the Company announced a non-brokered private placement (the "FY2023 Financings") of up to $1,000,000 from the sale of up to 6,666,667 flow-through units of the Company (each, a "FY2023 FT Unit") at a price of $0.15 per FY2023 FT Unit. Each FY2023 FT Unit will consist of one common share of the Company to be issued as a FT Share and one half of one common share purchase warrant (each whole warrant, a "FY2023 Warrant"). Each FY2023 Warrant shall entitle the holder to purchase one common share of the Company at a price of $0.22 at any time on or before that date which is 24 months after the closing date of the Y2023 Financings.
• 2,861,096 shares released from escrow.

As of the date of this MDA, the Company had:

• 68,736,883 common shares issued and outstanding (7,408,714 shares are in escrow);
• 8,815,414 warrants with an exercise price of $0.28 to $0.48; and
• 4,800,000 stock options with an exercise price ranging from $0.25 to $0.30.

RELATED PARTY TRANSACTIONS AND BALANCES

Key management personnel include persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. Key management includes executive officers and directors.

The transactions related to and the compensation paid to the Company's key management personnel during the year ended August 31, 2022 and 2021 are as follows:

• The Company paid $117,000 in professional fees (August 31, 2021 $131,534), $145,110 in exploration and evaluation expenses (August 31, 2021 – $nil), and $18,600 in lease payment (August 31, 2021 – $18,120) to a consulting firm of which the Company's Chief Executive Officer is the owner. As of August 31, 2022, $55,996 (August 31, 2021 – $32,861) was owed to companies controlled by the Chief Executive Officer.
• The Company incurred professional fees of $87,136 (August 31, 2021 $74,954) and share issue costs of $2,275 (August 31, 2021 – $nil) with an accounting firm of which the Company's Chief Financial Officer is a partner. As of August 31, 2022, $4,778 (August 31, 2021 – $9,342) was owed to this partnership.
• During the year ended August 31, 2022, the Company recognized share-based payments of $251,544 for the options granted to the Company's officers and directors (August 31, 2021 – $nil).

OTHER COMMITMENTS

The Company periodically issues flow-through shares with any resulting flow-through premium recorded as a flowthrough share premium liability. The liability is subsequently reduced when the required exploration expenditures are made, and accordingly, a recovery of the flow-through premium is recorded as other income.

Based on Canadian tax law, the Company is required to spend the proceeds from the issuance of the flow-through shares on eligible exploration expenditures within two years from the date of issuance. If the Company is unable to meet this deadline, it will be subject to Part XII.6 taxes in accordance with the Canadian Income Tax Act.

A continuity of the flow-through share premium liability is as follows:

	August 31, 2022	August 31, 2021
	$	$
Balance, beginning of the year	500,000	2,090
Liability incurred on flow-through shares issued	478,644	583,750
Settlement on expenditures made recorded as other income	(894,217)	(85,840)
Balance, end of year	84,427	500,000

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our financial statements requires management to use judgment and make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the financial statements and the reported amount of expenses during the period. Actual results could materially differ from these estimates. Refer to note 2 of our annual audited financial statements for the year ended August 31, 2022 for a more detailed discussion of the critical accounting estimates and judgments.

ADOPTION OF NEW AND AMENDED IFRS PRONOUNCEMENTS

There were no new or amended IFRS pronouncements effective September 1, 2021 that impacted the Company's audited consolidated financial statements for the year ended August 31, 2022.

There were no new accounting policies adopted during the year, and no upcoming changes in IFRS standards expected to have a material impact on the Company's financial position or performance.

FINANCIAL INSTRUMENTS

In the normal course of business, the Company is inherently exposed to certain financial risks, including market risk, credit risk and liquidity risk, through the use of financial instruments. The timeframe and manner in which the Company manages these risks varies based upon management's assessment of the risk and available alternatives for mitigating risk. The Company does not acquire or issue derivative financial instruments for trading or speculative purposes. All transactions undertaken are to support the Company's operations. These financial risks and the Company's exposure to these risks are provided in various tables in note 12 of our audited consolidated financial statements for the year ended August 31, 2022. For a discussion on the significant assumptions made in determining the fair value of financial instruments, refer also to note 2 of the financial statements for the year ended August 31, 2022.

RISKS AND UNCERTAINTIES

To the date of this MD&A, except for the possible impact from COVID-19 mentioned above, there have been no significant changes to the risk factors set out in the Company's filing statement dated June 7, 2021, which is available on www.sedar.com.