BAYSHORE PETROLEUM CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS FORM 51-102F1 (Amended and Restated)

September 30, 2021

Q3 2021 HIGHLIGHTS

FINANCIAL

Cash on hand at September 30, 2021 was $23,240 (December 31, 2020 $49,234).
Working capital deficit at September 30, 2021 was deficit of $239,879 (December 31, 2020 deficit of $813,109).
Net loss during the third quarter of 2021 was $100,820 compared to a net loss of $49,440 during the same quarter of 2020. For the first nine months of 2021 the Company incurred a loss of $291,744 compared to a loss of $269,656 during the first nine months of 2020.
During 2021, Company spending was limited to administration with no spending undertaken on capital activities.

OPERATIONAL

The company is currently a shell company with no revenue generating activities. The Company is in the final stage of a Reverse Take Over (RTO) initiated by Infinite Copper Corp. in Vancouver, B.C.
Non-operated petroleum and natural gas assets remain principally dormant.
Very minimal operation is provided to maintain the status of Bayshore as public company

Management Discussion and Analysis

This Management's Discussion and Analysis ("MD&A") is provided by management of Bayshore Petroleum Corp. ("Bayshore", the "Company" or "BSH") and should be read in conjunction with the amended unaudited interim condensed consolidated financial statements and notes for the three and nine months ended September 30, 2021 and 2020 and the audited financial statements for the year ended December 31, 2020. The unaudited condensed interim financial statements are reported in Canadian Dollars and have been prepared in accordance with International Financial Reporting Standards ("IFRS").

All amounts in this MD&A are Canadian Dollars (CAD) unless otherwise noted. The MD&A contains forward looking statements that should be read in conjunction with the Company's disclosures under "Forward Looking Statements" outlined at the end of this MD&A.

Information contained herein is presented as at January 25, 2022, unless otherwise indicated.

Additional information is available online at www.sedar.com and the Company's website at www.bayshorepetroleum.com.

Forward Looking Statements

Certain of the statements set forth under "Management's Discussion and Analysis" including statements which may contain words such as "could", "expect", "believe", "will" and similar expressions and statements relating to matters that are not historical facts, are forward-looking and are based upon the Company's current belief as to the outcome and timing of such future events. There are numerous risks and uncertainties, certain of which are beyond Bayshore's control, including: the impact of general economic conditions in Canada and the United States, industry conditions, changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, fluctuations in foreign exchange or interest rates, stock market volatility and market valuations of companies with respect to announced transactions and the final valuations thereof, and obtaining required approvals of regulatory authorities. Bayshore's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur.

Going Concern

These financial statements have been prepared on a going concern basis, which assumes that the Company will realize the carrying value of its assets and satisfy its obligations as they become due in the normal course of operations.

The Company currently does not generate any revenue to cover ongoing operating and administrative costs and relies on related party loans and the issuance of share capital to fund ongoing operations. At September 30, 2021, the Company had an accumulated deficit of $8,795,351, a working capital deficit of $239,879 and a cash balance of $23,240. For the nine-month period ended September 30, 2021 the Company reported a loss of $291,744, and a third quarter loss of $100,820.

The ability of the Company to continue as a going concern will depend on its ability to raise additional capital and achieve profitable operations sufficient to meet all obligations, the outcome of which is uncertain. The Company is in in the final stage of a Reverse Take Over (RTO) and we anticipated the RTO will be approved by the Exchange by the end of the year. During the third quarter loan financing and was obtained from the controlling shareholder and an executive officer provided an unsecured loan to the Company.

These uncertainties may cast significant doubt on the Company's ability to continue as a going concern. Although in the opinion of management, the use of the going concern assumption is appropriate, there can be no assurance that any steps management is taking will be successful. These financial statements do not reflect adjustments in the carrying values of the assets and liabilities, expenses and the balance sheet classifications that would be used if the going concern assumption was not appropriate. Such adjustments could be material.

Impact of COVID-19

Since first quarter of 2020, the financial markets have been negatively impacted by the COVID-19 outbreak which was declared a pandemic by the World Health Organization on March 12, 2020. Global oil prices have fallen by approximately 50% since December 31, 2019 partially due to reduced demand associated with the outbreak of COVID-19 and partially to the commercial and geopolitical conflicts among major oil producing countries. The extent to which COVID-19 may impact Bayshore's results in terms of the ability to source financings, will depend on future developments, which are highly uncertain and cannot be predicted. COVID-19 may impact the measurement of fair value for certain financial statement items, however, whether an adjustment is required depends on the timing of the impact to an item's fair value. The Company tests its nonfinancial assets for recoverability whenever events or changes in circumstances indicate that a nonfinancial asset's carrying amount may not be recoverable.

Restatement and comparative figures

The Company has amended and restated its unaudited condensed consolidated interim financial statements for the three and nine months ended months ended September 30, 2021, which were previously filed on SEDAR (the "Interim Financial Statements"). Loss and comprehensive loss for the three months and nine months ended September 30, 2021 was increased by $22,955. The most significant adjustment was an additional accrual of $37,750 related to professional, legal and advisory expenses. Additional corrections and classifications were made to the statement of loss and comprehensive loss and statement of cash flows.

In addition, prior year figures have been reclassified to conform with the current year presentation.

Proposed transaction

On June 25, 2021, Bayshore Petroleum Corp. and its 100% subsidiary 1308039 B.C. Ltd. (Subco) and Infinitum Copper Corp. (ICC) entered into an Amalgamation Agreement whereas Subco and ICC wish to amalgamate and continue as one corporation ("Amalco") to be known as "Infinitum Copper Mining Corp."

Infinitum is a privately held British Columbia company, which holds an option to acquire an 80% interest in the Adelita Property, Sonora State, Mexico, from Minaurum Gold Inc. (TSXV: MGG; "Minaurum").

Upon exercise of the option, Infinitum and Minaurum will form a joint venture (on an initial 80/20 basis) to undertake further work on the Adelita property.

The Acquisition will be a "Reverse Takeover" under the policies of the Exchange and therefore will require approval of the shareholders of Bayshore.

On August 6, 2021, Bayshore secured approval of its shareholders at a special meeting of shareholders (the "Bayshore Shareholder Meeting"). The shareholders were requested to approve: (A) the Acquisition, (B) the change of name of Bayshore to such name as may be specified by Infinitum, (C) the election of new directors, (D) the Consolidation, (E) any change of control which may arise pursuant to the Acquisition, (F) the continuation of Bayshore from Alberta to British Columbia, and (G) such other matters that may be reasonably required in order to give effect to the Acquisition.

Filings to the Exchange has been submitted to TSX on August 19, 2021 and more documents will be submitted subsequently to seek the final Reverse Take Over (RTO) approval from the Exchange.

Bayshore believes the RTO will be beneficial to all the shareholders as the current oil and gas environment has restricted Bayshore to seek finance to pursue its oil and gas operation and technology advancement. In order to create and preserve values for Bayshore, this new business arrangement will be the best arrangement at this time.

Summary of the Proposed Transactions (RTO)

Pursuant to the Amalgamation Agreement: (i) ICC and Subco will amalgamate, (ii) all of the holders of ICC Securities will receive corresponding Bayshore Securities, and (iii) ICC will become a wholly-owned subsidiary of the Resulting Issuer.

Under the terms of the Amalgamation Agreement, the following will occur on the Effective Date:

(a) all of the holders of ICC Shares will receive Bayshore Shares on a one-for-one basis;
(b) the Company will issue Bayshore Replacement Warrants to the holders of ICC Warrants on a one-for-one basis;
(c) the Company will issue Bayshore Replacement Finders' Warrants to the holders of ICC Finders' Warrants on a one-for-one basis;
(d) each issued and outstanding common share in the capital of Subco shall be cancelled and replaced by the issuance of one common share in the capital of Amalco;
(e) as consideration for Bayshore issuing the Bayshore Securities to the holders of ICC Securities, Amalco will issue one common share of Amalco to Bayshore for each Bayshore Share issued;
(f) Minaurum will receive Bayshore Shares in an amount equal to 16% of the aggregate number of Bayshore Shares outstanding as of the Effective Date, in accordance with the Minaurum Right; and
(g) the Bayshore Options will be cancelled.

The Amalgamation Agreement contains, among others, the following conditions precedent:

(a) all necessary regulatory approvals shall have been obtained, including the conditional approval of the TSXV with respect to the Amalgamation and in connection with the issuance and distribution of the Bayshore Securities to be issued pursuant to the Amalgamation, and the listing of the Consideration Shares on the TSXV;
(b) all third-party approvals, authorizations and consents as are required to be obtained with respect to the Amalgamation;
(c) the Amalgamation Agreement and the transactions contemplated thereby, being approved by: (i) the board of directors of the Company; (ii) the board of directors of Subco; (iii) the board of directors of ICC; (iv) the sole shareholder of Subco; and (v) the ICC Shareholders, in accordance with the BCBCA;
(d) each of the acts and undertakings of ICC to be performed on or before the Effective Date pursuant to the terms of the Amalgamation Agreement shall have been duly performed by ICC, including ICC having completed the Financing to raise an aggregate of $4,000,000;
(e) each of the acts and undertakings of the Company to be performed on or before the Effective Date pursuant to the terms of the Amalgamation Agreement shall have been duly performed by the Company, including that each of the Bayshore Debt Restructuring, the Bayshore Business Disposition, and the Consolidation will have been completed;
(f) the shareholders of the Company approving (i) the Amalgamation, and any change of control resulting therefrom, (ii) the change of name of the Company to Infinitum Copper Corp., (iii) the increase to the number of directors of the Company from four to seven, (iv) the election of new directors, (v) the Consolidation, (vi) the continuation of Bayshore from Alberta to British Columbia, and (vii) such other matters that may be reasonably required in order to give effect to the Amalgamation;
(g) ICC will commission and receive an independent technical report on each of its material mineral properties, in compliance with NI 43-101;
(h) Bayshore will have made arrangements for the cancellation, sub-letting or continued payment of rent by a third party, with respect to Bayshore's existing office lease, commencing from on or before the Effective Date, on terms and conditions satisfactory to ICC;
(i) receipt by the Company of consents from the following individuals to act as directors and officers of the Company with effect as of the Effective Date: (i) Steve Robertson (director, CEO and President), (ii) Michael Wood (director, CFO and Corporate Secretary), (iii) Mahendra Naik (director and Chairman of the Board), (iv) Garrick Mendham (director), (v) Karin Ovegren (director), (vi) Marco Roque (director);
(j) resignations of Ellen Yu, Alex Falconer, and Peter Ho as directors of the Company, Peter Ho as CEO of the Company and Ivan Po Kwong Chan as Chairman of the Board; and
(k) execution of the Escrow Agreement by those Principals required by the TSXV.

Corporate Overview

Investment Objectives

Bayshore's activities during the 2nd and 3rd Quarter 2021 has focused in maintaining the company as a clean public shell company and facilitate a proposed Reverse Take Over (RTO) by a BC company Infinitumn Copper Corp. All the necessary shareholders/board approval in approving the RTO have been secured and the approval from TSX Exchange is awaiting. Details of the RTO and legal procedures are being reviewed by the Exchange and looking forward to an approval soon.

Property/Assets

Petroleum and Natural Gas Assets

The value of the formerly producing assets Bigstone and Kaybob non-operated properties has been previously fully impaired for accounting purposes. Therefore, the Company has not engaged a thirdparty engineering firm since 2016 to evaluate Bayshore's properties. The Company reports a nil asset value for petroleum and natural gas properties, reports no reserves, and currently is not producing and generating negative ongoing cash flows. There are no plans to invest further capital into these nonoperated oil and gas properties. These assets will need to be abandoned and the area reclaimed, activities which is not expected to take place earlier than 2027.

Other Assets

The Company has no other capital assets as of Q3 2021.

Outlook

The Company is dependent on the successful of RTO and currently, minimum working capital is required to maintain the current public company status. There are no operation or new projects conducted by the Company and with the successful RTO, Bayshore will turn into an mineral exploration company.

Financial Overview

Third Quarter - Results of Operations

			$ increase /	% increase
	Q32021	Q32020	(decrease)	/
				(decrease)
Technical services revenue	-	22,000	(22,000)	n/a
Rent and occupancy	56,713	9,100	47,613	523
Professional fees	38,366	5,000	33,366	667
(*)Generaland administrative	11,151	39,610	(28,459)	(72)
Finance costs(**)	(6,408)	48,651	(40,334)	(83)
Netloss	100,821	49,440	(17,750)	(36)
Losspershare(basicanddiluted)	-	-	-	-
Cash generated by (usedin)operating activities	(71,448)	36,337	(107,785)	(297)

Nine months ending September 30 - Results of Operations

	2021	2020	$ increase /(decrease)	%increase /(decrease)
Technical services revenue	-	112,000	(112,000)	n/a
Rent and occupancyProfessional fees(*)General and administrative	70,36050,13636,932	26,00416,05939,610	44,35634,077(2,678)	171212(7)
Finance costs	44,846	143,970	(91,124)	(69)
Netloss	291,744	269,656	22,088	8
Loss per share (basic and diluted)	-	-	-	-
Cash used in operating activities	(164,558)	(116,064)	(48,494)	(42)

(*) General and administrative expenses include the following financial statement categories: a) contractors, consultants and staff, b) office and administration, and c) travel and accommodations.

(**) Finance costs expenses include the following financial statement categories: a) Accretion of convertible debentures, b) lease financing expense, c) interest expense.

Technical services revenue

During the first quarter of 2020, Bayshore entered into a consulting services agreement to provide project management services for certain oil leases for a period of 12 months at an agreed fixed monthly fee. During the three months ended September 2020, the Company recognized revenue of $22,000 ($112,000 for the nine months ended). In the first quarter of 2021, the Company did not recognize any revenue in the nine-months ended September 30, 2021 as collection was uncertain. The agreement expired during the first quarter of 2021.

Rent and occupancy expense

The Company manages its limited operations from a virtual office as the premises the Company previously occupied has been surrendered to the landlord based on a signed lease release obligation agreement effective August 15, 2021. In the three months ended September 30, 2021, the Company paid a break fee of $30,763 and expensed the prepaid premises lease deposit of $8,342.

Professional, legal and advisory expenses

Professional, legal and advisory expenses for the three and nine months ended September 30, 2021 have increased when compared to the previous period. This increase is due mainly to additional legal and advisory fees related to preparing the Company for the anticipated RTO.

General and administrative

General and administrative expenses decreased during the three and nine months ended September 30, 2021, compared to the same period in 2020. This decrease was driven by cost minimization efforts, including decreased staff levels and changes in marketing efforts as management focused on care and maintenance to manage cash flow.

Finance costs

The Company reversed accrued interest expense of $6,408 during the third quarter of 2021. Interest expense related to unsecured debt decreased during the nine months ended September 30, 2021 decreased compared to comparative period as the Company settled $1,422,558 of unsecured loans and $332,937 of accrued interest by issuing 35,109,900 common shares on April 30, 2021.

There was no lease finance expense recorded in the three months ended September as the lease was terminated effective August 15, 2021. The lease finance expense decreased from the comparative period for the nine months ended September 30, 2021for the same reason

Included in interest expense at September 30, 2020 was $8,600 related to $229,000 of convertible debentures which bore interest at 5%. These convertible debentures were converted to short term loans at December 31, 2020.

Cash generated from (used in) operating activities

During Q3 2021, the Company continues to fund its working capital requirements from proceeds from unsecured loans from related and third parties. The Company exited the quarter with $23,240 cash on hand compared to $49,234 cash on hand at December 31, 2020.

Derecognized liabilities

During the three months ended September 30, 2020, the Company derecognized $45,966 from accounts payable and accrued liabilities for which the Company's management had concluded that the related obligations had been extinguished due to the time period elapsed in the case of trade accounts payable. No accounts payable balances have been derecognized in the three and ninemonths ended September 30, 2021.

Quarterly Results

The following table summarizes key financial and operating information prepared in accordance with IFRS, as applicable to a going concern in Canadian dollars for the three months ended September 30:

	Revenue	(Loss)	Basic &Fully DilutedLoss perShare	TotalAssets
2021 –Q3	-	(100,820)	-	27,283
2021 –Q2	-	(49,647)	-	56,812
2021 –Q1	-	(141,274)	-	77,686
2020 –Q4	135,000	(49,857)	-	181,764
2020 –Q3	22,000	(345,140)	-	165,404
2020 –Q2	-	(138,600)	-	215,626
2020 –Q1	90,000	(81,616)	-	225,649
2019 –Q4	55,033	(248,555)	-	325,950

Third Quarter 2021

The Company funded operations utilizing cash proceeds from unsecured loans from related and third parties.

The Company is not subject to seasonal variations in operations.

Consistent with the prior quarter and prior year, no compensation paid to Directors during the third quarter of 2021. On an annual basis the Company accrues up to a maximum $7,500 for the services of non-executive directors.

Unsecured loans

	September 30, 2021	December 31,2020
	$	$
Balance, beginning of period	1,464,558	1,100,000
Proceeds from loan advances	169,938	65,000
Transferred from convertible debt	-	299,558
Settlement of unsecured loans by issuance ofcommon shares	(1,422,558)	-
Balance, end of period	211,938	1,459,558
CurrentLong-term	211,938-	749,558710,000
	211,938	1,464,558

During the nine months ended September 30, 2021, funds totaling $60,520 were advanced to the Company by the Chairman of the Board and an officer of the Company. In addition, funds of $109,418 (three months ended September 30, 2021 - $89,418) were advanced by a third party. These advances, in the form of short-term loans, are non-interest bearing and are payable on demand.

During the three months ended June 30, 2021, the Company settled $1,422,558 of shareholder loans and $332,937 of accrued interest by issuing 35,109,900 common shares.

Related Parties

The following unsecured loans and elated loan interest balances are payable to the Chairman of the Board and companies controlled by the Chairman of the Board.

	September 30, 2021	December 31, 2020
	$	$
Related party loans	-	1,100,000
Interest payable	-	295,847
	-	1,395,847

The following balances were payable to an officer and director of the Company.

	September 30, 2021	December 31, 2020
	$	$
Interest payable	-	939
Unsecured loans	105,520	136,632
	105,520	137,571

The following balances were payables to certain directors of the Company for director fees included in accounts payable and accrued liabilities.

	September 30,	December 31,
	2021	2020
	$	$
Balance,	15,000	20,975

Share Capital

(Number of shares)	September30,2021	December 31, 2020
Common shares	118,370,715	82,360,815

Financial instruments

Recognition and measurement

Financial instruments are any contract that gives rise to a financial asset of one party and a financial liability or equity instrument of another party. Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument.

Financial instruments are recognized initially at fair value, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The following table lists the Company's financial instruments and its category of method of measurement subsequent to initial recognition:

Financial instrument category and method of subsequent measurement:

Cash	Fair value
Accounts payable and accrued liabilities	Amortized cost
Right of use asset	Amortized cost
Interest payable	Amortized cost
Short term loans	Amortized cost
Related partyloans	Amortized cost
Convertible debt	Amortized cost
Lease obligation liability	Amortized cost

Impairment

Financial assets classified as subsequently measured at amortized cost or fair value through other comprehensive income reflect the Company's assessment of expected credit losses. Expected credit losses are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. Expectations reflect historical credit losses, adjusted for forward looking factors.

The impairment methodology applied depends on whether there has been a significant increase in credit risk since initial recognition of the asset. If there has not been a significant increase in credit risk, the expected credit loss provision is based on expectations for the next twelve months. If there has been a significant increase in credit risk, the provision is based on expectations for the remaining lifetime of the asset.

New accounting standards not yet effective

Certain pronouncements have been issued by the IASB that are mandatory for accounting periods after September 30, 2021. There are currently no such pronouncements that are expected to have a significant impact on the Company's unaudited condensed interim consolidated financial statements upon adoption.

Financial Instruments and Risk Management

The Company classifies the fair value of financial instruments according to the following hierarchy based on the amount of observable inputs used to value the instrument:

• Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

• Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs, including expected interest rates, share prices, and volatility factors, which can be substantially observed or corroborated in the marketplace.

• Level 3 – Valuation in this level are those with inputs for the asset or liabilities that are not based on observable market data.

The carrying values of accounts payable and accrued liabilities and unsecured loans approximate their fair values at September 30, 2021 due to their relatively short periods to maturity. Cash is a Level 1 fair value measurement.

The interest rate on related party loans may be lower than the expected market rate, therefore the fair value may be less than the carrying value and is considered a Level 3 fair value instrument. The difference is not considered material to the financial statements.

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company's accounts payable and accrued liabilities and short-term loans are currently payable.

The Company has cash on hand of $23,240 at September 30, 2021 available to fund its financial obligations.

In order to meets the Company's anticipated future working capital requirements, it will be required to attract additional funds through the issuance of debt, equity or other business means.

Interest rate risk

The Company is not exposed to interest rate risk as the Company's unsecured loans payable are non-interest bearing.

Capital Management

The Company considers its capital structure to include working capital and access to credit as follows.

	September30,	December 31,
	2021	2020

Current assets	27,283	115,326
Current liabilities	(267,162)	(928,435)
Working capital	(239,879)	(813,109)

Risks and Uncertainties

The petroleum and natural gas industry is subject to numerous risks and uncertainties that can affect the Company's ability to grow and generate cash flows from operations. These risks and uncertainties include, but are not limited to, the following:

Fluctuations in interest rates, commodity prices and foreign currency exchange rates;
Capital markets risk and the ability to finance future growth especially from technology;
Government and regulatory risk in respect of changes to royalty and income tax regimes;
Economic risk in respect of finding and producing reserves at a reasonable cost, and marketing those reserves;
Operational risk in respect of availability and cost of drilling and related equipment;
Seasonal risk in respect of the ability to enter leases and drill wells due to weather conditions; and
Environmental risk in respect of the ability to remediate sites and remedy spills, releases or emissions of various substances that may be produced in association with the Company's petroleum and natural gas operations.

While many of these risks are beyond the Company's control and it is impossible to ensure that the Company's initiatives will result in commercially viable operations, Bayshore strives to minimize the aforementioned risks by:

Employing management and technical staff and consultants with extensive industry and/or area experience;
Maintaining an appropriate working capital position to cover the Company's capital and overhead costs;
Maintaining a low-cost structure and a tight cost control system; and
Maintaining insurance in accordance with industry standards to address the risk of liability for pollution, personal injury, property damage, blow-outs and other hazards.

Additional Information

Bayshore is a Canadian oil and gas company currently listed on the TSX Venture Exchange under the symbol "BSH". The Company is in the stage of a Reverse Take Over (RTO) and when it is successful, Bayshore will be engaged in the mineral exploration business based in Vancouver, BC.

The reader should be aware that historical results are not necessarily indicative of future performance.