Collingwood Resources Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED MARCH 31, 2022 AND 2021

Collingwood Resources Corp. Management’s Discussion and Analysis Years Ended March 31, 2022 and 2021

Introduction

The following Management’s Discussion and Analysis (“MD&A”) is dated July 27, 2022 and should be read in conjunction with the financial statements of Collingwood Resources Corp. (“Collingwood” or the “Company”) for the year ended March 31, 2022. Collingwood prepares its financial statements in accordance with International Financial Reporting Standards (“IFRS”).

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Collingwood common shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) if it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Further information about the Company and its operations can be obtained from www.sedar.com.

Cautionary Note Regarding Forward-Looking Information

Certain statements contained in the following MD&A constitute forward-looking statements. Such forward looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.

Description of Business

The Company was incorporated as a private company by Certificate of Incorporation issued pursuant to the provisions of the British Columba Business Corporations Act on December 7, 2011. It completed an Initial Public Offering (“IPO”) on May 10, 2018 and is classified as a Capital Pool Company (“CPC”) in accordance with Policy 2.4 of the TSX Venture Exchange (“TSX-V”).

The Company has not commenced commercial operations and has no assets other than cash. The Company will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a transaction where the Company acquires significant assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another company or by other means (a “Qualifying Transaction”). Any proposed Qualifying Transaction must be accepted by the TSX-V.

In the year ended March 31, 2022, the Company cancelled 100,000 shares in escrow in connection with a proposed transition to the new CPC Policy 2.4 revisions instituted by the TSX-V. Refer to the news release dated June 3, 2021 filed on www.sedar.com for details.

Effective during the week of August 9, 2021, the Company has been reinstated by the TSX-V to resume trading of the shares on the Tier 2 of the TSX-V in connection with the Company’s transition to the TSX-V’s amended Capital Pool Company policy that came into effect January 1, 2021.

The Company’s head office and registered and records office address is 25th Floor, 700 W Georgia St Vancouver, BC, V7Y 1B3.

The financial statements of the Company are presented in Canadian dollars, which is the functional currency of the Company, unless otherwise noted.

The Company’s continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition of, a participation in or an interest in properties, assets or businesses. Such an acquisition will be subject to regulatory approval and may be subject to shareholder approval. The financial statements do not include any adjustments to assets or liabilities should the Company be unable to continue in existence.

Collingwood Resources Corp. Management’s Discussion and Analysis Years Ended March 31, 2022 and 2021

PERFORMANCE SUMMARY

On August 13, 2020, the Company entered into a binding letter of intent (the “LOI”) with Forte Copper Corp. (“Forte”), which outlined the terms and conditions pursuant to which Collingwood and Forte agreed to complete a transaction that would result in a reverse take-over of Collingwood by the shareholders of Forte (the “Transaction”). Pursuant to the LOI, Collingwood and Forte would effect the Transaction by way of an arrangement, amalgamation, share exchange or similar transaction whereby the holders of common shares of Forte (“Forte Shares”) will exchange their respective shares in consideration for common shares of the Company (“Common Shares”) on the basis of one Forte Share for every one Common Share.

In connection with signing the LOI, Collingwood advanced $25,000 to Forte, as a non-refundable deposit during the year ended March 31, 2021. Termination of the LOI was announced on June 3, 2021 and the non-refundable deposit was expensed to profit and loss during the year ended March 31, 2021.

SELECTED ANNUAL INFORMATION

	2022	2021	2020
Other income	$ 849	$ 2,315	$ 10,821
Net loss	(67,214)	(185,891)	(25,273)
Net loss per share - basic and diluted	(0.05)	(0.14)	(0.02)
Cash used in operations	(206,305)	(30,339)	(6,016)
Total assets	448,513	657,683	705,001

The net loss for the year ended March 31, 2022, was $67,214 compared to $185,891 for the year ended March 31, 2021, and $25,273 for the year ended March 31, 2020. The decrease in net loss is attributed to fewer legal fees and a recovery of accounts payable of $63,395 related to reduced legal fees payable.

The Company continues to incur legal and accounting fees classified as professional fees, and office and miscellaneous fees.

Cash used in operations for the year ended March 31, 2022, was $206,305 compared to $30,339 for the year ended March 31, 2021, and $6,016 for the year ended March 31, 2020. The increase in cash used in operations is due to a decrease in accounts payable.

Total assets decreased from 2020 to 2022 primarily due to using cash to pay outstanding payables. In the year ended March 31, 2022, the Company had total assets of $448,513 as compared to $657,683 for the year ended March 31, 2021, and $705,001 for the year ended March 31, 2020.

Collingwood Resources Corp. Management’s Discussion and Analysis Years Ended March 31, 2022 and 2021

RESULTS OF OPERATIONS

Three Months Ended Three Months Ended March 31, 2022 March 31,2021	Year Ended Year Ended March 31, 2022 March 31,2021
$ $ EXPENSES Consulting fees 9,000 - Filing fees 4,800 10,000 Office and miscellaneous 17 19 Professional fees 25,199 62,166 Shareholder communications (2,572) 2,594 Transaction costs - -	$ $ 14,000) -) 3,232 12,743 7,452 175 97,117 138,980 9,657 11,308 - 25,000
Loss from operations (36,444) (74,779)	(131,458) (188,206)
Interest income - 377 Recovery on accounts payable - -	849 2,315 63,395 -
Loss and comprehensive loss for the year (36,444) (74,402)	(67,214) (185,891)
Basic and diluted lossper common share $ (0.03) $ (0.06)	$ (0.05) $ (0.14)
Weighted average common shares outstanding 1,243,700 1,343,700	1,265,070 1,343,700

Results of Operations for the three-month period ended March 31, 2022 compared to 2021

The comprehensive loss for the three-month period ended March 31, 2022 was $36,444 (2021 - $74,402). The decrease in net loss is attributed to fewer legal fees in the period.

Significant variances in expenses are explained as follows:

Consulting fees of $9,000 (2021 - $nil) is associated with payments for general consulting services to a director.
Filing fees of $4,800 (2021 - $10,000) decreased as the Company incurred fees to the TSX-V for the review of the Qualifying Transaction technical report in the prior period.
Professional fees of $25,199 (2021 - $62,116) decreased due to fewer legal fees incurred with respect to corporate matters.

Results of Operations for the year ended March 31, 2022 compared to 2021

The comprehensive loss for the year ended March 31, 2022 was $67,214 (2021 - $185,891). The decrease in net loss is attributed to fewer legal fees and a recovery of accounts payable of $63,395.

Significant variances in expenses are explained as follows:

Consulting fees of $14,000 (2021 - $nil) is associated with payments for general consulting services to a director.
Filing fees of $3,232 (2021- $12,743) decreased as the Company incurred fees to the TSX-V for the review of the Qualifying Transaction technical report in the prior period.
Office and miscellaneous of $7,452 (2021 - $175) increased as the Company incurred expenditures from rent and office supplies.
Professional fees of $97,117 (2021 - $138,090) decreased due to fewer legal fees incurred with respect to corporate matters.
Recovery on accounts payable of $63,395 (2021 - $nil) is attributable to reduced legal fees payable.

Collingwood Resources Corp. Management’s Discussion and Analysis Years Ended March 31, 2022 and 2021

Transaction costs of $nil (2021 - $25,000) refers to the non-refundable deposit advancement regarding the terminated LOI agreement.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

The Company utilizes existing cash and the issuance of equity instruments to provide liquidity to the Company. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due.

The following table shows how the activities of the Company were financed:

	2022	2021
Cash on hand, beginning of year	$649,618	$704,957
Cash flows from operations	(206,305)	(30,339)
Cash flows from investing	-	(25,000)
Cash on hand, end of year	$443,313	$649,618

Contractual Obligations

There are no significant contractual obligations.

PROPOSED TRANSACTIONS

There are no proposed transactions.

SELECTED FINANCIAL INFORMATION

Summary of Quarterly Results

The following table sets forth selected unaudited quarterly financial information for each of the last eight most recently completed financial periods.

Mar 31,2022	Dec 31,2021	Sept 30,2021 June 30,2021
Other income $ - Net income or (loss) (36,444) Basic and diluted income (loss) per share (0.03) Total assets 448,513	$ 125 37,704 0.03 463,673	$ 350 $ 374 (44,823) (23,651) (0.04) (0.02) 610,347 635,355

Mar 31,2021	Dec 31,2020	Sept 30,2020 June 30,2020
Other income $ 377 Net income or (loss) (74,402) Basic and diluted income (loss) per share (0.06) Total assets 657,683	$ 398 (79,466) (0.06) 677,225	$ 671 $ 869 (32,384) 361 (0.02) 0.00 676,410 703,323

For the quarters ended March 31, 2022, September 30, 2021, June 30, 2021 and September 30, 2020, the increased net

Collingwood Resources Corp. Management’s Discussion and Analysis Years Ended March 31, 2022 and 2021

loss of the Company was mostly due to day-to-day cost associated with office and miscellaneous fees, accounting and legal fees. During the three months ended December 31, 2021, the net income is due to a recovery of accounts payable from legal fees of $63,395. During the three months ended March 31, 2021 and December 31, 2020, the increase in net loss is attributed to legal fees due to the LOI with Forte. In the three months September 30, 2020, the Company paid a non-refundable deposit of $25,000 with respect to the LOI with Forte which was expensed as transaction costs.

OFF-BALANCE SHEET ARRANGEMENTS

Disclosure is required of all off-balance sheet arrangements that are reasonably likely to have a current or future effect on the results of operations or financial condition of the Company. Collingwood does not have such offbalance sheet arrangements.

Risk Factors

Investing in the common shares of the Company involves risk. Prospective investors should carefully consider the risks described below, together with all of the other information included in this MD&A before making an investment decision. If any of the following risks actually occurs, the business, financial condition or results of operations of the Company could be harmed. In such an event, the trading price of the common shares could decline, and prospective investors may lose part or all of their investment.

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. While the pandemic continues to influence global markets, the Company cannot predict the duration or magnitude of its effects on the Company’s business or ability to raise funds.

No Operating History

The Company was incorporated on December 7, 2011, has not commenced commercial operations, and has no assets other than cash. The Company has neither a history of earnings nor has it paid any dividends and it is unlikely to produce earnings or pay dividends in the immediate or foreseeable future. Until Completion of the Qualifying Transaction, the Company is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions. The Company has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Company will be able to identify a suitable Qualifying Transaction. Even if a proposed Qualifying Transaction is identified, there can be no assurance that the Company will be able to successfully complete the transaction.

Trading Suspension or Delisting

Trading in the common shares of the Company may be halted or delisted by the TSX-V for a variety of reasons, including for failure by the Company to submit documents to the TSX-V in the time periods required or otherwise comply with TSX-V policies, or in connection with the announcement by the Company of a material transaction.

TSX-V May Not Approve a Qualifying Transaction

Completion of a Qualifying Transaction is subject to a number of conditions including acceptance by the TSX-V and in the case of a Non-Arm's Length Qualifying Transaction, Majority of the Minority Approval as such terms are defined in Policy 2.4.

Notwithstanding that a transaction may meet the definition of a Qualifying Transaction; the TSX-V may not approve a Qualifying Transaction:

a) if the Company fails to meet the initial listing requirements prescribed by Policy 2.1 – Initial Listing Requirements of the TSX-V upon Completion of the Qualifying Transaction; or

Collingwood Resources Corp. Management’s Discussion and Analysis Years Ended March 31, 2022 and 2021

b) if, following Completion of the Qualifying Transaction, the Company will be a finance company, or a mutual fund as defined under applicable securities laws; or
c) the consideration proposed to be paid by the Company in connection with the Qualifying Transaction is not acceptable to the TSX-V; or
d) for any other reason at the sole discretion of the TSX-V; or
e) COVID-19 risk to complete Qualifying Transaction.

Approval by the Majority of the Minority

Where Majority of the Minority Approval is required, unless the shareholder has the right to dissent and be paid fair value in accordance with the applicable corporate or other law, a shareholder who votes against a proposed NonArm’s Length Qualifying Transaction for which Majority of the Minority Approval by shareholders has been given, will have no rights of dissent and no entitlement to payment by the Company of fair value for the common shares.

Dilution

If the Company issues treasury shares to finance acquisition or participation opportunities, control of the Company may change, and subscribers may suffer dilution of their investment.

Directors and Officers

The directors and officers of the Company will not be devoting all of their time to the affairs of the Company but will be devoting such time as required to effectively manage the Company. Some of the directors and officers of the Company are engaged and will continue to be engaged in the search for assets or businesses on their own behalf or on behalf of others such that conflicts may arise from time to time. As a consequence of such conflicts, the Company may be exposed to liability and its ability to achieve its business objectives may be impaired.

Reliance on Management

The Company is relying solely on the past business success of its directors and officers to identify a Qualifying Transaction of merit. The success of the Company is dependent upon the efforts and abilities of its directors and officers. The loss of any of its directors or officers could have a material adverse effect upon the business and prospects of the Company.

Critical Accounting Estimates

The preparation of the Company’s financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.

Collingwood Resources Corp. Management’s Discussion and Analysis Years Ended March 31, 2022 and 2021

CONTROLS AND PROCEDURES

Disclosure controls and procedures (‘DC&P’) are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized and reported within the time periods specified by securities regulations and that information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting (‘ICFR’) are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

TSX Venture listed companies are not required to provide representations in filings relating to the establishment and maintenance of DC&P and ICFR, as defined in National Instrument NI- 52-109. In particular, the CEO and CFO certifying officers do not make any representations relating to the establishment and maintenance of (a) 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 (b) 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 financial reporting framework. 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 their certificates regarding absence of misrepresentations and fair disclosures of financial information. 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 52109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

RELATED PARTY TRANSACTIONS

Related parties and related party transactions impacting the accompanying financial statements are summarized below and include transactions with the following individuals or entities:

Key management personnel

Key management personnel are those persons that have the authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management includes executive and non-executive members of the Company’s Board of Directors, the CEO and CFO.

- The Company incurred consulting fees and rent expense of $21,000 (2021 $nil) with a corporate services firm of which a director of the Company is an officer.

- In the year ended March 31, 2022, the Company incurred legal and filing fees of $80,203 (2021 $128,260) with a legal firm of which a director of the Company is a partner. As at March 31, 2022, the Company had accounts payable and - accrued liabilities of $15,247 (2021 $133,449) due to the law firm and incurred a recovery on accounts payable of $63,395 (2021 - $nil) to the same law firm.

OUTSTANDING SHARE DATA

Common shares

The following table sets forth the Company’s outstanding share data as of the date of this MD&A:

Total common shares	1,243,700
Total outstandingstock options	20,000
Total diluted common shares	1,263,700

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Collingwood Resources Corp. Management Reports 2022

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