GT RESOURCES INC. — Management Reports 2022

Nov 10, 2022

PALLADIUM ONE MINING INC.

Management's Discussion and Analysis

For the nine months ended September 30, 2022 and 2021

For the nine months ended September 30, 2022

INTRODUCTION

The management discussion and analysis ("MD&A") of financial condition and results of operations focuses upon the activities, results of operations, liquidity and capital resources of Palladium One Mining Inc. (the "Company" or "Palladium One") for the nine months ended September 30, 2022. In order to better understand the MD&A, it should be read in conjunction with the audited financial statements for the year ended December 31, 2021 as well as the condensed interim consolidated financial statements for the three and nine months ended September 30, 2022 and related notes. The Company's financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS") and filed with appropriate regulatory authorities in Canada. This MD&A is current to November 8, 2022 and expressed in Canadian dollars unless otherwise stated.

FORWARD LOOKING STATEMENTS

Information set forth in this MD&A may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about the size and timing of future exploration on and the development of the Company's properties are forwardlooking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the need for additional financing; operational risks associated with mineral exploration; fluctuations in commodity prices; title matters; environmental liability claims and insurance; reliance on key personnel; the volatility of our common share price and volume and other reports and filings with the TSX Venture Exchange ("TSX-V") and applicable Canadian securities regulations. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. There can be no assurance that such statements will prove to be accurate, and future events and actual results could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from our expectations are disclosed in the Company's documents filed from time to time via SEDAR with the Canadian regulatory agencies to whose policies the Company is bound. Investors are cautioned against attributing undue certainty to forward-looking statements.

The users of this information, including but not limited to investors and prospective investors, should read it in conjunction with all other disclosure documents provided including but not limited to all documents filed on SEDAR (www.SEDAR.com).

This MD&A has been prepared in accordance with the requirements of National Instrument 43-101, "Standards of Disclosure for Mineral Projects", and National Instrument 51-102, "Continuous Disclosure Obligations."

Qualified Person

Mr. Neil Pettigrew, P.Geo,. is the Qualified Person as defined by National Instrument 43-101, is the Vice President of Exploration and a director of the Company and has reviewed and approved the technical information in this document.

OVERVIEW

Palladium One Mining Inc. ("Palladium" or the "Company") is a mineral exploration and development company listed on the TSX Venture Exchange ("TSX-V") under the symbol "PDM" and is engaged in the exploration of mineral properties. Its assets consist of the Lantinen Koillismaa ("LK") PGE-Cu-Ni and Kostonjarvi ("KS") Cu-Ni-PGE projects, located in North-Central Finland; the Tyko Ni-Cu-PGE and Disraeli PGE-Ni-Cu projects, near Thunder Bay, Ontario, Canada; and the Canalask project, located in Yukon, Canada.

HIGHLIGHTS DURING AND SUBSEQUENT TO THE NINE MONTHS ENDED SEPTEMBER 30, 2022

Exploration

Lantinen Koillismaa PGE-Cu-Ni Project ("LK Project"), Finland

• On April 25, 2022, the Company announced an updated Indicated and Inferred Mineral Resource Estimate disclosed in accordance with NI43-101 which increased the Kaukua Area's indicated resources tonnes by approximately 250%. The below tables summarize the updated Mineral Resource Estimate (Table 1a) and the Mineral Resource Estimate in-situ contained metal (Table 1b):

Table 1a–		LK Project Mineral Resource Estimate	–April 2022

MINERAL RESOURCE ESTIMATE - April 2022Tonnes & Grade - US$1,700 Pd per oz
	PdPtAuTPMCuNiCo
	Tonnes (Mt)	(g/t)	(g/t)	(g/t)	(g/t)	(%)	(%)	(g/t)
Indicated
Kaukua Area	38.2	0.61	0.22	0.07	0.89	0.13	0.11	64.56
Inferred
KaukuaArea+Murtolampi	30.8	0.52	0.20	0.08	0.80	0.14	0.14	86.07
Haukiaho	18.9	0.27	0.11	0.10	0.48	0.18	0.14	54.30
Total Inf.	49.7	0.43	0.17	0.09	0.68	0.16	0.14	73.98

Table 1b – LK Project In-situ contained metal – April 2022

MINERAL RESOURCE ESTIMATE - April 2022Contained Metal - US$1,700 Pd per oz
	PdPtAuTPMCuNiCo(M oz)(M oz)(M oz)(M oz)(M lbs.)(M lbs.)(M lbs.)
Indicated
Kaukua Area	0.74	0.26	0.08	1.09	110.7	91.6	5.4
Inferred
Kaukua Area+Murtolampi	0.52	0.20	0.07	0.79	96.5	93.9	5.8
Haukiaho	0.16	0.07	0.06	0.29	76.4	57.5	2.3
Total Inf.	0.68	0.26	0.14	1.08	172.9	151.5	8.1

Notes to table:

§ The Mineral Resources have been reported above a preliminary open pit constraining surface using a Net Smelter Return (NSR) pit discard cut-off of US$12.5/t (which for comparison purposes equates to an approximately 0.65 g/t Palladium Equivalent in-situ cut-off, based on metal prices

§ The NSR used for reporting is based on the following:

o Long term metal prices of US$ 1,700/oz Pd, US$ 1,100/oz Pt, US$ 1,800/oz Au, US$ 4.25/lb Cu, US$ 8.50/lb Ni and US$ 25/lb Co.

o Variable metallurgical recoveries for each metal were used at Kaukua and Murtolampi and fixed recoveries of 79.8% Pd, 80.1% Pt, 65% Au, 89% Cu, 64% Ni and 0% Co at Haukiaho.

• o Commercial terms for a Cu and Ni concentrate based on indicative quotations from smelters.
• § Total Precious Metals (TPM) equals palladium plus platinum plus gold

§ CIM (2014) definitions were followed for Mineral Resources.

• § Bulk densities range between 1.8 and 3.23 t/m3.
• § Numbers may not add up due to rounding.
• § Mineral Resources, which are not Mineral Reserves, do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues.
• § The quantity and grade of reported inferred resources in this estimation are conceptual in nature and there has been insufficient exploration to define these inferred resources as an indicated or measured mineral resource and it is uncertain if further exploration will result in upgrading them to an indicated or measured mineral resource category.
• On January 11, 2022, the Company announced that initial down plunge drilling had intersected the widest ore-grade intercept to date. Hole LK21-105 intersected 2.1 g/t Pd_Eq over 33.5 meters, within 1.6 g/t Pd_Eq over 121.1 meters, starting at a true depth of approximately 260 meters.
• On January 20, 2022, the Company announced that infill drilling in the 'Gap Zone' resulted in a better understanding and a new geological model for the area. Gap Zone drill results include 2.2 g/t Pd_Eq over 4.4 meters, within 1.3 g/t Pd_Eq over 21.6 meters, in hole LK21-209 starting at 138 meters down hole.
• On February 7, 2022, the Company announced that final assay results for Kaukua South had been received, with intersection up to 4.4 g/t Pd_Eq over 7.5 meters, within 2.6 g/t Pd_Eq over 49.3 meters in hole LK21-122 starting at 55 meters down hole.
• On March 17, 2022, the Company reported drill assay results for Murtolampi, Finland. Drill hole LK21-137 intersected up to 2.7 g/t Pd_Eq over 5.7 meters, within 2.1 g/t Pd_Eq over 24.2 meters, starting at a true depth of 5 meters.
• On June 8, 2022, the Company announced that it had filed a Mineral Resource Estimate in accordance with National Instrument 43-101 for the LK project. The report has an effective date of April 25, 2022 and is entitled "Technical Report on the Läntinen Koillismaa Project, Finland Report for NI 43-101".
• On July 20, 2022, the Company announced that assaying of historic drill core from the Haukiaho Trend had returned 1.78 g/t Pd_Eq over 15.1 meters, including 2.52 g/t Pd_Eq over 5.0 meters from previously un-assayed drill core and has identified new resource expansion targets at the LK Project, north-east of the Haukiaho Trend (the "Lota Zone").

Tyko Ni-Cu-PGE Property ("Tyko Project"), Canada

• On May 11, 2022, the Company announced that three of five Exploration Permits had been received for the Tyko Project. A 15,000-meter diamond drill program was planned and scheduled to begin in May 2022.
• On June 9, 2022, the Company announced that drilling had begun on the large Bulldozer mafic-ultramafic intrusion at the Tyko Property. The Company also announced that IP results had been processed from the winter geophysical program and had returned four significant chargeability anomalies on the Bulldozer and two on the Smoke Lake grids.
• On August 31, 2022, the Company announced that it had received a new exploration drill permit for the Smoke Lake Zone area of the Tyko Project. The Company also announced that it had added a second helicopter-based drill rig as part of a four-week program to test more remote targets on the property.
• On September 7, 2022, the Company announced the discovery of a new nickel sulphide zone on the Tyko project at the West Pickle target. At a true-depth of approximately 140 meters, the Company intercepted 5.5 meters of nickel-copper sulphide mineralization, including a 1.75 meter massive to semi-massive zone of nickel-copper sulphide.
• On October 4, 2022, the Company reported preliminary assay results from the new West Pickle massive sulphide discovery including up to 9.4% Nickel Equivalent over 0.6 metres (8.2% Ni, 1.6% Cu, 1.62 g/t TPM).

For the nine months ended September 30, 2022

Acquisition of the Canalask property

On June 10, 2022, the Company entered into an Asset Purchase Agreement ("the Agreement") with Victoria Gold Corporation ("the Vendor") to purchase the Canalask Nickel-Copper-PGE Project, in Yukon, Canada. The terms of the agreement include a $25,000 cash payment and $200,000 in common shares of the Company. The Vendor shall retain a 2% Net Smelter Return royalty with the Company retaining a 50% buyback right. Contingent consideration includes $2,000,000 to be paid to the Vendor upon the earlier of (A) the publication of a Feasibility Study, or (B) the Commencement of Commercial Production; and $5,000,000 will be paid to the Vendor upon the commencement of commercial production on the Canalask Property.

In June, 2022, the Company completed the acquisition by paying $25,000 and issuing 1,212,121 common shares with a fair value of $200,000 to the Vendor as per the Agreement.

Corporate and financing

There have been no significant Financing activities during and subsequent to the nine months ended September 30, 2022.

MINERAL PROPERTIES

Lantinen Koillismaa PGE-Cu-Ni Project ("LK Project"), Finland

The LK Project is the Company's flagship project and is located in North-Central Finland approximately 60 km north of the village of Taivalkoski. The Property is situated about 130 km southeast of the town of Rovaniemi and 160 km northeast of the port city of Oulu and is accessed by major paved roads and local access on gravel or dirt roads.

The elements palladium, platinum, gold, copper, cobalt, and nickel are known to be present and have been analysed in drilling and surface sampling in the Property. The deposit type is an open pit style, with disseminated sulphide mineralization along the prospective basal unit of the Koillismaa Complex, with similarities to Platreef type deposits of the Bushveld Igneous Complex. The Kollismaa Complex forms part of the 2.5-2.4 Ga Tornio-Näränkävaara Layered Intrusion Belt that runs roughly east – west across Finland and into neighbouring Russia. The Koillismaa Complex is part of a suite of Paleoproterozoic continental rift-related intrusions which are highly prospective for PGE-Cu-Ni sulphide deposits.

The LK Project area is covered by Exploration Permits and Reservation Notifications. Exploration Permits are divided into two groups; the Kaukua Group consisting of the Kaukua and Murtolampi targets and the Haukiaho Group covering the Lipeävaara and Haukiaho targets. An Exploration Permit is granted for a fixed term of up to 4 years and can be renewed for up to 3 years at time for a total maximum duration of 15 years, excluding renewal review periods, and includes preceding comparable permits, which are referred to as Claims in the old Mining Act (pre‐2011). Reservations are granted for up to 2 years and are not renewable but must either be converted into Exploration Permits or dropped.

In 2021, for the LK project, the Company focused its drilling at the Kaukua South zone in preparation of the NI43-101 resource estimate. In addition to drilling, Induced Polarization ("IP") surveys were carried out in the Greater Kaukua Area, which confirm an IP chargeability anomaly, which is greater than 7 kilometers in strike length.

In April 2022, the Company finalized the LK project Phase II metallurgical testing and announced an updated Mineral Resource Estimate for the LK Project. See "Highlights During and Subsequent to the nine months ended September 30, 2022" section.

Kostonjarvi, Cu-Ni-PGE Project ("KS Project"), Finland

On April 2, 2020, the Company received approval from the Finnish Mining Authority for a ~20,000-hectare Reservation, Kostonjarvi (KS), which is adjacent to the Company's LK Project in Central Finland. On October 15, 2021, the Company applied to the Finnish Mining Authority to convert the KS Reservation to an Exploration Permit.

KS covers a large buried gravity and magnetic anomaly that is interpreted to represent a buried Feeder Dyke to the Koillismaa Complex which hosts the, LK PGE-copper-nickel project. Although the LK and KS projects are contiguous, the targets are very different: The LK project is an open pit style, with disseminated sulphide mineralization along the prospective basal unit of the Koillismaa complex, with similarities to Platreef type deposits. Whereas the KS project target is underground, exploration

Palladium One Mining Inc. Management Discussion and Analysis

For the nine months ended September 30, 2022

will focus on high-grade massive sulphide, in the feeder system (Feeder Dyke) of the Koillismaa Complex, similar to the mineralization styles at Noril'sk and Voisey's Bay.

KS is 100% owned, royalty free, of district-scale, and has been the subject of extensive work by the geological survey of Finland and academic research. Holding costs for KS are zero until the reservation is converted into an exploration permit.

Tyko Ni-Cu-PGE Property ("Tyko Project"), Canada

The Tyko nickel (Ni), copper (Cu), platinum-group element (PGE) property, comprises 165 mining claims, registered to Tyko Resources Inc. and covers approximately 24,500 hectars including claims under option from First Class Metals and a private prospector. The mining claims are located in the Bigrock Lake and Olga Lake areas, and the townships of McGill and Shabotik, Thunder Bay Mining Division, Ontario, Canada (NTS 42C/13NW and 14NE). The West Pickle, Smoke Lake, RJ, Tyko, Bulldozer and Shabotik zones comprise six occurrences.

The recently discovered high-grade West Pickle zone, with initial results of up to 9.4% Nickel Equivalent over 0.6 metres (8.2% Ni, 1.6% Cu, 1.62 g/t TPM) in hole TK-22-059 is very similar to the high-grade Smoke Lake Zone discovered in late 2020, which returned 9.9% Nickel equivalent over 3.8 metres at surface (8.2 % Ni, 2.9 % Cu, 0.1 % Co, 0.6 g/t Pd, 0.5 g/t Pt) in hole TK-20-023. The Tyko project hosts two known high-grade massive sulphide zones, and three other blebby to net textured Nickel-Copper sulfide showings (RJ, Tyko and Shabotik) all with very similar metal ratios and styles of mineralization.

The mineralization at Tyko is nickel-rich with an average Ni:Cu ratio of ~2:1 and a Pt:Pd ratio of ~1:1. The sulphide tenors of the Ni-Cu-PGE mineralization are typically high. Total sulphur analysis completed by the Company indicated metal tenors in 100% sulphide that average 8.6% Ni, 4.6% Cu, and 3.3g/t PGE (Pt+Pd+Au) in the RJ Zone and 16.3% Ni, 8.70% Cu, and 12.8g/t PGE in the Tyko Zone.

The Tyko geological model relates the known Ni-Cu mineral zones to an intrusive pipe of differentiated mafic-ultramafic, termed a chonolith, which is preserved in the Black Pic Tonalite batholith. The geological setting of this area has seen minimal historic exploration and the area has not been mapped by the Ontario Geological survey. Grassroots exploration in this setting continues to generate new discoveries.

The Company flew a 100m line-spaced VTEMmax EM survey over the entire property in 2021, resulting in the discovery of four new multi-line EM conductors. Subsequent soils sampling over these four anomalies returned highly anomalous Cu-Ni.

Canalask Ni-Cu-PGE Property ("Canalask Project"), Canada

The Canalask Property is located within the Whitehorse Mining District, approximately 300 kilometers northwest of Whitehorse, Yukon and is accessible from the Alaska Highway near Beaver Creek. The Canalask Property consists of a contiguous block of 179 quartz claims covering an approximate area of 3,400 hectares.

The project includes a footwall deposit with a historic resource of 400,000 tonnes grading 1.3% nickel, the occurrence of the footwall deposit remains unexplained, and it is the hypothesis of the Company that the mineral zone has been fed by a large massive sulphide deposit at depth within the adjacent ultramafic intrusions. Drilling by Falconbridge in 2008 intersected disseminated and net-textured Nickel-Copper sulphide in an embayment structure within the ultramafic intrusion proximal to the footwall deposit, however only shallow drilling was completed before Falconbridge was acquired by Xstrata and they subsequently relinquished the project. The Company plans to test unexplored portions of the contact and conduct downhole EM surveys to help in the identification of massive Nickel-Copper sulphide mineralization.

The Canalask Property covers the lateral extent of the northwest – southeast striking, steeply dipping "White River Intrusive Complex" (WRIC), which is part of the Kluane Mafic-Ultramafic Belt. The belt is host to numerous nickel-copper +/- platinumpalladium deposits and prospects, most notably the past producing Wellgreen Deposit, now held by Nickel Creek Platinum Corp., approximately 110 kilometers to the south.

In September 2022, Neil Pettigrew and Derrick Weyrauch visited the project and neighbouring communities. Permitting activities have commenced with the objective to drill test targets in the summer 2023.

For the nine months ended September 30, 2022

Disraeli PGE-Ni-Cu-PGE Property ("Disraeli Project"), Canada

The Disraeli Project is a platinum-group element (PGE), nickel (Ni), copper (Cu), project, and as of December 31, 2021 comprised 85 mining claims, registered to Tyko Resources Inc. and covering approximately 4,200 hectares. The mining cell claims are located in Eagle Head Lake, Little Sturge Lake, Rightangle Lake, and Lecki Lake areas, Thunder Bay Mining Division, Ontario, Canada.

The Disraeli Project hosts a Proterozoic, early mid-continental rift-related ultramafic intrusion, portions of which carry a reversely polarized magnetic signal. The intrusion is considered highly prospective for disseminated Escape Lake-style precious metal-rich mineralization and potentially Eagle-Tamarack-style massive sulphide Ni-rich mineralization. Abundant magnetite skarn also occurs within the property footprint, and these rocks are prospective for copper-cobalt sulphide mineralization.

Exploration and evaluation expenditures

Palladium One is an exploration stage company and engages principally in the exploration of prospective properties. The Company expenses all direct and indirect costs pertaining to exploration and evaluation of mineral properties in the period over which they are incurred. These direct exploration and evaluation expenditures include such costs as acquisitions, materials, surveying, drilling, and payments made to contractors.

During the nine months ended September 30, 2022 and 2021, the Company completed the following work on their properties:

E&E Expenditures	September 30, 2022	September 30, 2021
LK Project:
Assays	$32,668	$580,838
Drilling	-	2,814,989
Environmental	171,147	-
Equipment rental	12,675	30,387
Field costs	13,405	289,311
Geological consulting	228,349	893,007
Geophysical surveys	102,178	147,310
Metallurgical	103,925	-
Mineral resource estimate	200,777	-
Other exploration & evaluation	527,510	-
Permits/Reservations	213,358	166,447
Travel and support	35,236	184,135
	1,641,228	5,106,424
Tyko Project:
Acquisition Costs	15,064	6,350
Assays	17,448	43,914
Drilling	1,305,441	493,814
Equipment rental	207,676	61,223
Exploration camp and field costs	779,135	137,621
Geological consulting	281,147	182,872
Geological salaries	124,834	-
Geophysical surveys	635,171	44,460
Land management	2,760	-
Mobilization/Demobilization	403,341	569,747
Travel and support	108,029	38,399
	3,880,046	1,578,400

Palladium One Mining Inc.

Management Discussion and Analysis

For the nine months ended September 30, 2022

E&E Expenditures	September 30, 2022	September 30, 2021
Disraeli Project
Assays	-	9,225
Drilling	-	124,753
Equipment rental	-	169,641
Exploration camp and field costs	-	121,859
Geological consulting	-	143,136
Geophysical surveys	-	36,994
Mobilization/Demobilization	-	79,677
Travel and support	-	10,966
	-	696,251
Canalask Project
Acquisition costs	232,835	-
	232,835	-
	$5,754,109	$7,381,075

SUMMARY OF QUARTERLY RESULTS

The following summary information is taken from the Company's quarterly and annual financial reports covering the last eight reporting quarters.

	Sep 30	Jun 30	Mar 31	Dec 31
	2022	2022	2022	2021
Net Loss	(2,122,513)	(2,241,185)	(1,922,485)	(2,071,361)
Basic and diluted loss per share	(0.01)	(0.01)	(0.01)	(0.01)
	Sep 30	Jun 30	Mar 31	Dec 31
	2021	2021	2021	2020
Net Loss	(2,803,758)	(2,471,580)	(3,336,228)	(1,785,411)
Basic and diluted loss per share	(0.01)	(0.01)	(0.02)	(0.01)

REVIEW OF FINANCIAL AND OPERATIONS RESULTS

Three months ended September 30, 2022 and 2021

During the three months ended September 30, 2022, the Company had a net loss of $2,122,513 (three months ended September 30, 2021 - $2,803,758), a reduced loss of $681,245 when compared to the same period in 2021. The primary contributors were the following:

• Amortization of flow-through premium liability (other income) in the three months ended September 30, 2022 reduced losses by $547,249 when compared to the same period in 2021 due to a higher level of flow-through eligible spending.
• Exploration and evaluation expenses decreased by $77,299 in the three months ended September 30, 2022 due to a decrease in spending on the LK Project, which was the focus of exploration activity in the same period in 2021. In the three-month period ended September 30, 2022, the Company focused exploration activity on the Tyko Project.
• Investor relations expenses decreased by $45,908 in the three months ended September 30, 2022 mainly due to a decrease in investor relations advertising and promotion when compared to the same period in 2021.
• The above, are partially offset by increased share-based compensation expenses of $94,881 in the three months ended September 30, 2022 when compared to the same period in 2021. The increase is due to larger expense accruals in 2022 related to option and RSU issues that occurred in the year ended December 31, 2021.

For the nine months ended September 30, 2022

Nine months ended September 30, 2022 and 2021

During the nine months ended September 30, 2022, the Company had a net loss of $6,286,183 (nine months ended September 30, 2021 - $8,611,566), a reduced loss of $2,325,383 when compared to the same period in 2021. The primary contributors were the following:

• Amortization of flow-through premium liability (other income) in the nine months ended September 30, 2022 reduced losses by $764,284when compared to the same period in 2021 due to a higher level of flow-through eligible spending.
• Exploration and evaluation expense decreased by $1,626,966 in the nine months ended September 30, 2022 due to a decrease in spending on the LK Project, which was the focus of exploration activity in the same period in 2021. In the nine-month period ended September 30, 2022, the Company focused exploration activity on the Tyko Project.
• Management and consulting expense decreased by $174,163 in the nine months ended September 30, 2022 mainly due to one-time management bonus payments in the same period in 2021.

The above factors were partially offset by the following:

• In the nine months ended September 30, 2022 when compared to the same period in 2021 corporate development increased by $150,000 mainly due to increased business development activity. In the same period, investor relations expenses increased by $72,851 due to increased investor conference attendance and investor relations consulting.
• General and administrative expenses increased $140,065 in the nine months ended September 30, 2022 when compare to the same period in 2021. The increase is mainly due to part XII.6 tax accrual related to the timing of flow-through eligible spending, as well as hiring of a new staff member at the end of 2021.
• Share-based compensation expenses increased by $281,171 in the nine months ended September 30, 2022 when compare to the same period in 2021. The increase is due to larger expense accruals in 2022 related to option and RSU issues that occurred in the year ended December 31, 2021.
• In the nine months ended September 30, 2022 the Company received a government grant from the government of Ontario for $200,000, in the same period in 2021 there were no grants received.

LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN

At present, the Company's operations do not generate cash inflows and its financial success is dependent on management's ability to fund its exploration and evaluation programs and discover economically viable mineral deposits. The mineral exploration process can take many years and is subject to risk factors that are beyond the Company's control.

In order to finance the Company's future exploration programs and to cover administrative and overhead expenses, the Company may raise money through the sale of equity instruments. Many factors influence the Company's ability to raise funds, including the health of the resource market, the climate for mineral exploration investment, the Company's track record, and the experience and calibre of its management. Actual funding requirements may vary from those planned due to a number of factors, including the progress of exploration activities. Management believes it will be able to raise equity capital as required in the long term but recognizes there will be risks involved that may be beyond their control.

The business of exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying value of exploration properties and the Company's continued existence are dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, or the ability of the Company to raise alternative financing, if necessary, or alternatively upon the Company's ability to dispose of its interests on an advantageous basis.

Palladium One Mining Inc.

Management Discussion and Analysis

For the nine months ended September 30, 2022

Management has applied judgement in the assessment of the Company continuing as a going concern by taking into account all available information. Management estimates that the going concern assumption is appropriate for at least the next twelve months following the reporting date of these statements.

As at September 30, 2022, the Company had working capital of $8,017,314, a decrease from the December 31, 2021 balance of $13,680,517 primarily due to a drawdown of cash used for operating activities in the nine months ended September 30, 2022.

During the nine months ended September 30, 2022, cash used in operating activities was $5,135,267 (nine months ended September 30, 2021 - $8,437,834) which was primarily comprised of exploration and evaluation activities being $5,754,109.

During the nine months ended September 30, 2022, cash proceeds generated from financing activities was $nil (nine months ended September 30, 2021 - $15,306,865).

RECENT DEVELOPMENTS AND OUTLOOK

The Company expects to obtain financing in the future primarily through further equity financing. There can be no assurance that the Company will succeed in obtaining additional financing, now or in the future. Failure to raise additional financing on a timely basis could cause the Company to suspend its operation and eventually to forfeit or sell its interest in its exploration and evaluation assets.

COVID-19 Pandemic

The COVID-19 global pandemic has adversely affected the global economy. The Company follows all Canadian and Finnish COVID protocols, and has continued to safely conduct exploration on both the Finnish and Canadian properties. In the nine months ended September 30, 2022 and 2021 there has been no material COVID-19 disruptions, however, the Company continues to closely monitor the situation to mitigate the risks.

COMMITMENTS

As of September 30, 2022, the Company has an obligation to spend $1,504,958 (December 31, 2021 - $5,083,147) by December 31, 2022 in relation to flow-through units issued in the 2021 financings.

OFF BALANCE SHEET ARRANGEMENTS

The Company does not have off balance sheet arrangements.

FINANCIAL INSTRUMENTS

As at September 30, 2022, the Company's financial instruments consist of cash, sales tax recoverable and accounts payable and accrued liabilities. The fair values of financial assets and financial liabilities approximate their carrying amounts due to the short-term maturity of the instruments.

Financial instruments measured at fair value are classified in accordance with an established hierarchy that prioritizes the inputs in valuation techniques used to measure fair value, as follows:

• Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities
• Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, and
• Level 3 Inputs that are not based on observable market data

The fair value of cash is based on Level 1 inputs of the fair value hierarchy.

The Company is exposed to a varying degree of risks related to financial instruments. Management actively monitors and manages these risks. How management mitigates these risks are discussed below:

For the nine months ended September 30, 2022

Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Financial instruments that potentially subject the Company to credit risk consist of cash and sales tax receivables. The Company's cash is held through large financial institutions in Canada and Finland. At September 30, 2022, the Company's receivables consist of sales tax receivable due from the Government of Canada and Finland of $306,452 (December 31, 2021 - $442,512). Management believes the risk of loss to be not significant.

Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in raising funds and meeting obligations associated with financial liabilities. The Company manages liquidity risk through the management of its capital structure, as outlined in Note 10 in the September 30, 2022 condensed interim consolidated financial statements. As at September 30, 2022, the Company had working capital of $8,017,314 (December 31, 2021 - $13,680,517). However, the Company has an accumulated deficit of $30,291,878 (December 31, 2021 - $24,005,695). The continuation of the Company depends upon the support of its equity investors, which cannot be assured.

Other Market Price Risk

The Company is exposed to price risk with respect to equity and commodity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on profit or loss and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices of palladium, platinum and nickel, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.

Currency risk

The Company has transactions internationally and is exposed to foreign exchange risk from the Euro currency. Foreign exchange risk arises from financing and purchase transactions that are denominated in currency other than the Canadian Dollar, which is the functional currency of the Company. As at September 30, 2022, the Company held in Euros the Canadian dollar equivalent of $201,836 (December 31, 2021 - $992,344) in cash, $28,773 in reclamation deposits (December 31, 2021 - $30,942), $15,927 in sales tax recoverable (December 31, 2021 - $190,619), and $72,274 in accounts payable and accrued liabilities (December 31, 2021 - $120,304). A 10% increase or decrease in the Euro would increase or decrease net loss by $17,400 (December 31, 2021 - $109,400).

Interest risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to interest rate risk with respect to its cash flow. As at September 30, 2022, the Company is not exposed to significant interest rate risk.

For the nine months ended September 30, 2022

RELATED PARTY TRANSACTIONS

Key management compensation

Key management consists of the Company's directors and officers. In addition to management and consulting fees paid to these individuals, or companies controlled by these individuals, the Company provides stock options and RSUs. Remuneration of key management includes the following:

	Nine months ended	Nine months ended
	September 30, 2022	September 30, 2021
Management and consulting (1)	$408,000 $	450,019
Share based compensation (2)	214,756	55,110
Total remuneration	$622,756 $	505,129

(1) Represents executive and officer compensation

(2) Represents the fair-value of stock options and RSUs granted to directors and officers.

Related party transactions and balances not disclosed elsewhere

As at September 30, 2022, the Company owed $117,225 (December 31, 2021 - $32,509) and during the nine months ended September 30, 2022, has paid or accrued $790,627 (Nine months ended September 30, 2021 - $774,664) to Fladgate Exploration Consulting Corp ("Fladgate"), a corporation related to the Vice President - Exploration, for exploration and evaluation expenses and for project management services. Such services provided by Fladgate were performed by individuals who were unrelated to the Company. The amount owing was included in accounts payable and accrued liabilities and is unsecured, non-interest bearing and is expected to be repaid under normal trade terms.

As at September 30, 2022, the Company owed $Nil (December 31, 2021 - $10,217) and during the nine months ended September 30, 2022, has paid or accrued $27,000 (Nine months ended September 30, 2021 - $27,000) to a person related to the CEO for costs related to office rental in Toronto. The amount owing was included in accounts payable and accrued liabilities and is unsecured, non-interest bearing and is expected to be repaid under normal trade terms.

In the nine months ended September 30, 2022, $142,986 was paid or accrued to officers of the company as company expense reimbursements, including but not limited to marketing and travel costs (Nine months ended September 30, 2021 - $69,410). As at September 30, 2022, the Company owed officers of the Company $6,000 (2021 - $6,956) for various expenses, including but not limited to marketing and travel costs and accrued payroll. The amount owing was included in accounts payable and accrued liabilities and is unsecured, non-interest bearing and is expected to be repaid under normal trade terms.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company's accounting policies are described in Note 3 to the consolidated financial statements for the year ended December 31, 2021. The preparation of financial statements in accordance with IFRS requires management to select accounting policies and make estimates. Such estimates may have a significant impact on the financial statements. Actual amounts could differ materially from the estimates used and, accordingly, affect the results of the operations.

Areas where estimates were used for the nine months ended September 30, 2022 include the valuation of share-based payments and income taxes. For share-based payments, the Company measures the cost of options granted for goods and services with reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them.

The estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Company's ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income, which in turn is dependent upon the successful discovery, extraction, development and commercialization of mineral reserves. To the extent

Palladium One Mining Inc.

Management Discussion and Analysis

For the nine months ended September 30, 2022

that management's assessment of the Company's ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets, and future income tax provisions or recoveries could be affected.

PROPOSED TRANSACTIONS

There are no proposed transactions that should be disclosed.

RISK FACTORS

See the risk factors disclosed in the Company's Annual Information Form for the year ended December 31, 2021 and filed on March 28, 2022 for a detailed discussion on the Company's risk factors.

ACCOUNTING STANDARDS AND INTERPRETATIONS

The International Accounting Standards Board continually issues new and amended standards and interpretations which may need to be adopted by the Company. The Company continually assesses the impact that the new and amended standards and interpretations may have on its financial statements or whether to early adopt any of the new requirements. No new or amended standards and interpretations have affected the condensed interim consolidated financial statements for September 30, 2022.

OUTSTANDING SHARE DATA

Pursuant to the Asset Purchase Agreement ("the Agreement") with Victoria Gold Corporation ("the Vendor") to purchase the Canalask Nickel-Copper-PGE Project, on June 21, 2022, the Company paid $25,000 and issued 1,212,121 common shares to the Vendor with a fair value of $200,000 as per the Agreement.

The Company is authorized to issue an unlimited number of common shares without par value. At September 30, 2022, there were 257,753,473 shares issued and outstanding.

As at the date of this MD&A, the following common shares, options, and share purchase warrants were outstanding:

	Number of Shares	Exercise Price	Expiry Date
Issued and outstanding common shares	257,753,473
Share purchase warrants	24,800,000	$0.45	02-24-23
Share purchase warrants	2,586,000	0.29	02-24-23
Share purchase warrants	90,000	0.34	02-24-23
Share purchase warrants	300,000	0.40	02-24-23
Share purchase warrants	900,000	0.29	12-16-23
Stock options	2,050,000	0.08	06-07-24
Stock options	1,000,000	0.08	09-30-24
Stock options	4,300,000	0.15	12-29-24
Stock options	775,000	0.29	03-15-26
Stock options	4,450,000	0.22	11-15-26
Restricted share units	1,275,862	n/a	n/a
Restricted share units	1,341,100	n/a	n/a
Fully diluted	301,621,435

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

Additional disclosure concerning the Company's general and administrative expenses is provided in the Company's Statement of Operations and Comprehensive Loss contained in its unaudited financial statements for September 30, 2022, that are available on SEDAR (www.sedar.com).

ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR at www.sedar.com.