Melkior Resources Inc. — Management Reports 2022

Apr 30, 2022

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Management’s Discussion and Analysis For the Three and Six Months Ended February 28, 2022

FORWARD-LOOKING INFORMATION AND MATERIAL ASSUMPTIONS

This report on results for the three and six months ended February 28, 2022 contains forward-looking information, including forward-looking information about Melkior Resources Inc.’s (the "Company" or "Melkior") operations, estimates, and exploration and acquisition spending.

Forward-looking information is generally signified by words such as “forecast”, “projected”, “expect”, “anticipate”, believe”, “will”, “should” and similar expressions. This forward-looking information is based on assumptions that the Company believes were reasonable at the time such information was prepared, but assurance cannot be given that these assumptions will prove to be correct, and the forward-looking information in this report should not be unduly relied upon. The forward-looking information and the Company’s assumptions are subject to uncertainties and risks and are based on a number of assumptions made by the Company, any of which may prove to be incorrect.

GENERAL

The following Management Discussion and Analysis (“MD&A”) is presented in Canadian dollars and should be read in conjunction with the condensed interim financial statements for the three and six months ended February 28, 2022, which are presented in accordance with International Accounting Standard 34 Interim Financial Reporting , as issued by the International Accounting Standards Board (“IASB”), and the audited financial statements for the years ended August 31, 2021 and 2020 of the Company, which are prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the IASB. The following information is prepared as at April 29, 2022. The Board of Directors of the Company has approved the disclosure contained in this MD&A.

Additional information related to the Company is available on SEDAR at www.sedar.com and on the Company's website at www.melkior.com.

DESCRIPTION OF BUSINESS

The Company was incorporated under the Business Corporations Act (Canada) and is a junior mining exploration company operating in Canada. The Company’s operations include the acquisition and exploration of mineral properties in Canada. The address of the registered office is 400 – 725 Granville Street, Vancouver, British Columbia V7Y 1G5, and its principal place of business is 207 - 66 Brousseau Avenue, Timmins, Ontario, Canada, P4N 5Y2. The Company’s shares are listed on the TSX Venture Exchange (“TSX-V”) under the symbol “MKR”, on the OTC Exchange in the United States under the symbol “MKRIF” and on the Frankfurt Stock Exchange under the symbol “MEK”.

On January 24, 2018, at the Annual General and Special Meeting, the shareholders voted to approve the continuation of the Company into British Columbia under the Business Corporations Act (British Columbia) from federal jurisdiction. The continuation took effect on February 20, 2018.

Melkior is in the business of the acquisition, exploration, exploration management and sale of mineral properties, with the primary aim of advancing them to a stage where they can be exploited at a profit. We do not currently have any producing properties, and our current operations are exploratory searches for mineable deposits of minerals. Our focus is the Urban and Val d’Or areas in the province of Quebec, and the Hemlo and Timmins areas in the province of Ontario.

MELKIOR RESOURCES INC. Management’s Discussion and Analysis For the Three and Six Months Ended February 28, 2022

EXPLORATION PROJECT – TIMMINS

Carscallen

The Carscallen and Big Marsh Projects were merged in 2017 when claim acquisition made the project claim groups contiguous. Further to this merging of Projects the conversion of legacy mining claims into “cells” had the effect of re-establishing claim boundaries. The creation of the new mining cells from Melkior legacy claims had the effect of making the Bristol Project contiguous with the Carscallen Project. The combined group of contiguous claims is referred to as the Carscallen Project. The Carscallen property now is comprised of 283 of combined Single Cell Mining Claims and Boundary Cell Mining Claims. Each Single Cell Mining Claims is approximately 20 ha. Work expenditures can now be transferred within the entire contiguous claim group. At present time the earliest claim due date in the Carscallen project is in 2020.

The Carscallen Project is located 25 kilometres due west of the city of Timmins, Ontario. Access to the property is excellent, via a series of roads and trails that connect to Highway 101.

The Company holds a 100% interest in the property. Some claims are subject to a 1.5% net smelter return royalty (“NSR”) while another group of claims is subject to a 2% NSR of which the Company has the right to buy-out half (1%) of the NSR for $1,000,000.

In October and November 2010, the Company signed three agreements to acquire 100% interests in additional mining claims in consideration of $10,000 cash and two 2% NSR royalties, of which 1% can be repurchased for $500,000 each.

In October 2013, the Company signed a memorandum of understanding (“MOU”) with the Mattagami First Nation. As part of the MOU, the Company issued 20,000 common shares (valued at $8,000) on December 23, 2013. The Company will pay 2% of all exploration costs eligible for assessment credit to the Mattagami First Nation.

On April 7, 2016, the Company issued 21,000 common shares (valued at $8,400) for the acquisition of a 100% interest in an additional mining claim, totaling 64 hectares, from an arm’s length party.

During the year ended August 31, 2017, the Company acquired additional claims through cash purchase agreements and staking. One of the claims is subject to a 2% NSR.

During the year ended August 31, 2018, the Company entered into three agreements for the purchase of six additional claims for the Carscallen property. The Company paid $12,500 and issued 10,000 common shares (valued at $7,000) as consideration. Two of the claims are subject to a 2% NSR.

On May 6, 2020, the Company entered into an option agreement of 6 cell units (the "Carscallen Claims"). Pursuant to the option agreement, the Company can acquire 100% interest in the Carscallen Claims, subject to a 3% NSR, in consideration for:

• On signing, cash payment of $10,000 (paid);

• Upon TSX-V acceptance, issuance of 75,000 shares of the Company (issued, valued at $61,500);

• On the first anniversary, cash payment of $10,000 (paid) and issuance of $25,000 worth of shares issued at the weighted average price of the common shares for the 10 trading days immediately preceding (issued); and

• On the second anniversary, cash payment of $10,000 and issuance of $25,000 worth of shares issued at the weighted average price of the common shares for the 10 trading days immediately preceding.

The Company may purchase one-half of the NSR at any time for the sum of $1,000,000.

In September 2020, the Company closed a strategic partnership with Kirkland Lake Gold Ltd. (“Kirkland”). Under the terms of the option agreement (the “Kirkland Option Agreement”), the Company has granted Kirkland the right to earn-in up to 75% interest in the Carscallen Project.

MELKIOR RESOURCES INC. Management’s Discussion and Analysis For the Three and Six Months Ended February 28, 2022

Under the terms of the Kirkland Option Agreement, Kirkland has an option to earn a 50% interest in the Carscallen Project in consideration for completing $10 million in exploration expenditures over a period of 5 years (the "Phase 1 Expenditures"). Kirkland has a minimum commitment of $3 million during the first 2 years of the option period, which includes $1.5 million and a minimum of 3000 metres of drilling to be completed in the first year. Should Kirkland fail to incur the Phase 1 Expenditures during the option period, Kirkland's option to acquire the 50% interest shall expire.

Upon Kirkland completing the Phase 1 Expenditures and earning its 50% interest, the parties shall enter into a joint venture agreement to carry on operations with respect to the Carscallen Project (the "Joint Venture"). Upon the formation of a Joint Venture, Kirkland will have the right to earn an additional 25% interest in the Carscallen Project by incurring exploration expenditures of $100 million within the first 5 years of the formation of the Joint Venture. Any additional funds required beyond the $100 million will be contributed by the Joint Venture parties based on their proportional joint venture interests.

In October 2020, through the strategic partnership with Kirkland, the Company commenced a 3,800 metre drill program. In January 2021, the drill program was extended to 4,500 metre. The drill program focuses on the 800 metre-long northwesterly trending Zam – Shenkman Trend which has already been partially defined by past drilling and produced multiple high-grade intercepts of gold.

In May 2021, the Company announced the final results from 5,618 metre drilling program on the Carscallen Property. The drill highlights include:

• 14.76 g/t Au over 2 metres, including 60.5 g/t Au over 0.5 metres;

• 8.93 g/t Au over 3 metres;

• 6.85 g/t Au over 4.1 metres; and

• 6.18 g/t Au over 2 metres.

See the May 12, 2021 news release for details.

Bristol

The Company holds a 100% interest in claims forming the Bristol property acquired through staking during the year ended August 31, 2017. A B-horizon soil sampling program was undertaken in 2017 over a conductive anomaly. The area of the soil sampling survey is about one-half square kilometre, samples were taken at 25 m spacing, and submitted for trace analysis (ALS method, AuME-TL43). The results have been received but reporting has not yet been completed.

EXPLORATION PROJECT – HEMLO/WHITE LAKE

On May 12, 2017, the Company entered into an agreement to acquire a 100% interest in the initial Hemlo property. The Company paid $5,000 and issued 150,000 common shares (valued at $90,000) as consideration for this initial property. The vendor holds a 3% NSR, of which one-third may be purchased by the Company for $1,000,000. The Property is located within the Hemlo greenstone belt, 22 kilometres east of the Hemlo Gold Mine currently operated by Barrick Gold Corporation.

The White Lake Project has grown since the initial acquisition and is currently comprised of 333 contiguous combined Single Cell Mining Claims and Boundary Cell Mining Claims with each Single Cell Mining Claim being approximately 20 hectares.

During the year ended August 31, 2017, the Company acquired additional claims through cash purchase agreements and staking. A 1% NSR is held by Doug Kakeeway on a group of 5 blocks comprised of 38 legacy claim units (TB4284867, TB4284868, TB4284869, TB4284870, TB4284871).

On November 20, 2020, the Company announced the closing of an option and joint venture agreement with Barrick Gold Inc. ("Barrick"), a wholly-owned subsidiary of Barrick Gold Corporation. Under the terms

MELKIOR RESOURCES INC. Management’s Discussion and Analysis For the Three and Six Months Ended February 28, 2022

of the option agreement entered into between the Company and Barrick (the "Barrick Option Agreement"), Melkior granted Barrick the right to earn-in up to a 75% interest in the Hemlo Project located 20 kilometres east of Barrick's Hemlo Mine.

Under the terms of the Barrick Option Agreement, Barrick had an option to earn a 75% interest in the Property in consideration for completing $4 million in exploration expenditures over a period of 5 years. Barrick had a minimum commitment of $0.5 million during the first 2 years of the option period. Barrick acted as the operator of the Hemlo Project during the option period. All expenditures beyond the minimum commitment were optional. Should Barrick fail to incur the expenditures during the option period, Barrick's option to acquire the 75% interest was to expire.

Upon Barrick completing the expenditures and earning its 75% interest, the parties were to enter into a joint venture agreement to carry on operations with respect to the Hemlo Project. Funds required for further development were to be contributed by the joint venture parties based on their proportional joint venture interests. Dilution of a shareholder's interest below 10% would have resulted in the conversion of the interest to a NSR royalty of either 1% or 2% on certain claims dependent on pre-existing royalties.

On November 20, 2021, Barrick withdrew from the Barrick Option Agreement.

EXPLORATION PROJECT – URBAN/MASERES

During the year ended August 31, 2017, the Company acquired claims in the Urban area of Quebec through map staking. The Company has a 100% ownership in the claims and there is no NSR. Melkior’s review of available geological and geophysical information and historical work in the Urban area identified the area selected for map staking.

During the year ended August 31, 2018, the Company acquired additional claims through staking.

EXPLORATION PROJECT – VAL D’OR

The Company owns 100% interest in the three mineral claims in Tiblemont Township, Quebec.

In April 2020, the Company entered into a purchase agreement to sell 100% interest in the claims for a single cash payment of $25,000.

In May 2020, the Company announced that the Val d’Or property has been switched from a status of being a non-key asset to its list of key assets. This property was previously named “Vauquelin” and “Tiblemont” properties by prior management. The change in property sentiment is triggered by the development and interest seen in the vicinity of the property, which is expected to increase its potential for discoveries. Subsequently, the Company acquired two additional packages of claims to the west and east of the property.

In August 2020, the Company announced the results of its soil sampling program. From the strong gold anomalies in soils found across the property, 4 distinct targets were identified. The highest gold soil return was 277 ppb gold in addition to a boulder sample that ran 14 g/t silver. See the August 27, 2020 news release for details.

In October 2020, the Company conducted an IP geophysical ground survey on Target 4 of the property.

In November 2020, the Company commenced a high-resolution MAG survey on the entire Val d’Or property and added 8 claims to the Val d’Or property through direct staking.

In April 2021, the Company completed its maiden 1,449 metre drill program on the Val d’Or Property. In November 2021, the Company announced that it received all 705 sample assay results. The drill highlights can be found on the Company’s November 12, 2021 news release.

MELKIOR RESOURCES INC. Management’s Discussion and Analysis For the Three and Six Months Ended February 28, 2022

In June 2021, the Company began surface exploration work to follow up on the August 2020 till sampling anomalies and targets. The results of the surface exploration work can be found on the Company’s January 25, 2022 news release.

OTHER EXPLORATION PROJECTS

Launay

The Company retains a 1.5% NSR on the property, of which one-half may be purchased by Beaufield for $750,000.

RESULTS OF OPERATIONS

Three Months Ended February 28, 2022

During the three months ended February 28, 2022, the Company reported a net loss of $218,062 (2021 - $573,092). The Company's net loss included items as follows:

• Consulting and management fees of $31,250 (2021 - $20,000) were paid to management and external consultants;

• Marketing of $15,625 (2021 - $53,223) decreased due to decreased marketing activities;

• Office and general of $4,716 (2021 - $7,586) decreased mainly due to lower IT costs;

• Professional fees of $16,720 (2021 - $32,886) decreased due to lower legal costs;

• Regulatory fees of $18,845 (2021 - $12,556) increased due to the AGM costs incurred during the current period;

• Share-based payments of $143,200 (2021 - $524,000) decreased. Share-based payments will vary depending on the value of the options granted during the periods;

• Travel and promotion of $5,013 (2021 - $nil) increased due to increased travel;

• Interest income of $2,632 (2021 - $2,257) earned on cash balance; and

• Other income of $14,675 (2021 – $44,902) related to the reduction of the flow-through premium based on expenditures during the period, net of an adjustment based on qualifying expenditures.

Six Months Ended February 28, 2022

During the six months ended February 28, 2022, the Company reported a net loss of $258,190 (2021 - $621,013). The Company's net loss included items as follows:

• Consulting and management fees of $31,250 (2021 - $54,750) were paid to management and external consultants;

• Marketing of $35,962 (2021 - $67,931) decreased due to decreased marketing activities;

• Office and general of $9,261 (2021 - $13,927) decreased mainly due to lower IT costs;

• Professional fees of $29,355 (2021 - $64,896) decreased due to lower legal costs;

• Regulatory fees of $23,744 (2021 - $25,016) decreased due to lower filing fees;

• Share-based payments of $143,200 (2021 - $524,000) decreased. Share-based payments will vary depending on the value of the options granted during the periods;

• Travel and promotion of $5,013 (2021 - $nil) increased due to increased travel;

• Interest income of $4,920 (2021 - $2,257) earned on cash balance;

• Gain on marketable securities of $nil (2021 - $30,000) related to the changes in fair value of the marketable securities; and

• Other income of $14,675 (2021 – $97,250) related to the reduction of the flow-through premium based on expenditures during the period, net of an adjustment based on qualifying expenditures.

MELKIOR RESOURCES INC. Management’s Discussion and Analysis For the Three and Six Months Ended February 28, 2022

SUMMARY OF QUARTERLY RESULTS

Results for the eight most recently completed quarters are summarized as follows:

For the Periods Ending	February 28, 2022 ($)	November 30, 2021 ($)	August 31, 2021 ($)	May 31, 2021 ($)
Net income (loss)	(218,062)	(40,128)	651,643	(5,831)
Earnings (loss) per share	(0.01)	(0.00)	0.03	(0.00)
For the Periods Ending	February 28, 2021 ($)	November 30, 2020 ($)	August 31, 2020 ($)	May 31, 2020 ($)
Net income (loss)	(573,092)	(47,921)	(333,750)	(39,752)
Earnings (loss) per share	(0.03)	(0.00)	(0.02)	(0.00)

LIQUIDITY AND CAPITAL RESOURCES

The Company had cash of $2,742,227 and working capital of $2,674,590 at February 28, 2022, compared to $2,032,383 of cash and $2,239,949 of working capital at August 31, 2021.

The Company will need to obtain additional financing for working capital purposes and to continue exploration on its exploration and evaluation assets. The Company is evaluating its options for financing, including the sale of marketable securities, further issuance of common shares and the sale of certain exploration and evaluation assets.

TRANSACTIONS WITH RELATED PARTIES

The Company’s related parties include companies controlled by officers and close family members of directors and key management, as described below.

Unless otherwise stated, none of the transactions incorporated special terms and conditions and no guarantees were given or received. Outstanding balances are usually settled in cash.

The Company’s key management personnel are members of the Board of Directors (of which the president of the Company is a member), as well as the chief financial officers and the corporate secretary. Key management compensation is as follows:

Three Months Ended February 28, 2022 ($) Three Months Ended February 28, 2021 ($) Six Months Ended February 28, 2022 ($)	Six Months Ended February 28, 2021 ($)
Consulting and management fees (i) 18,750 18,750 37,500 Professional fees (ii) 10,460 9,463 18,095 Regulatory fees (ii) 8,175 10,997 12,510 Share-based payments 143,200 524,000 143,200	37,500 18,298 15,711 524,000
Total key management compensation 180,585 563,210 211,305	595,509

MELKIOR RESOURCES INC. Management’s Discussion and Analysis For the Three and Six Months Ended February 28, 2022

As at February 28, 2022, the balance due to related parties amounted to $18,518 (August 31, 2021 - $4,924) and was recorded in accounts payable and accrued liabilities.

• (i) Management fees to the Company's CEO are paid pursuant to a 2020 consulting agreement under which Silverwater Capital Corp., a company controlled by the Company's CEO, receives a monthly fee of $6,250. The Company can terminate the agreement with three months' notice. The fees are recorded partially as consulting fees in exploration and evaluation assets.

• (ii) During the three and six months ended February 28, 2022, the Company paid professional fees and regulatory fees of $18,635 and $30,605, respectively (three and six months ended February 28, 2021 - $20,460 and $34,009, respectively) to Marrelli Support Services Inc. (“MSSI”), DSA Corporate Services Inc. (“DSA Corp”) and DSA Filing Services Limited (“DSA Filing”), together known as the “Marrelli Group”, for:

• Eric Myung, an employee of Marrelli Group, to act as the CFO of the Company;

• Bookkeeping services;

• Regulatory filing services;

• Corporate secretarial services.

COMMITMENTS

The Company does not have any obligations other than NSR payments on its exploration and evaluation assets.

In connection with the flow-through share financing in December 2021, the Company has committed to incur qualifying Canadian Exploration Expenditures (as such term is defined in the Income Tax Act (Canada)) of a total of $840,000 by December 31, 2022. If the Company does not incur the required qualifying expenditures, it will be required to indemnify the holders of the flow-through shares for any tax and other costs payable by them as a result of the Company not making the required expenditures.

As at February 28, 2022, the Company is required to incur qualifying exploration expenditure exceeding approximately $790,000 by December 31, 2022.

SUBSEQUENT EVENTS

On April 20, 2022, the Company announced that it entered into an option agreement to acquire 100% of the Genex Project, located approximately 20 km west of Timmins, Ontario. Under the terms of the option agreement, in consideration for an undivided 50% interest in the property (the "First Option"), the Company must:

• make a cash payment of $50,000 and issue 500,000 common shares within 20 days from the effective date;

• make a cash payment of $50,000, issue 500,000 common shares, and incur $750,000 in aggregate work expenditures on or before the first anniversary of the effective date;

• make a cash payment of $50,000, issue 500,000 common shares, and incur $1,750,000 in cumulative work expenditures on or before the second anniversary of the effective date; and

• make a cash payment of $100,000, issue 1,000,000 common shares, and incur $2,750,000 in cumulative work expenditures on or before the third anniversary of the effective date.

In consideration for the additional 50% interest in the property (the "Second Option"), the Company must within four years after exercising the First Option, make a one-time issuance of 2,500,000 common shares.

If the Second Option is not exercised within the applicable four year period to fulfill the Second Option, then a joint venture will be formed with 70% interest being held by the Company and 30% held by

MELKIOR RESOURCES INC. Management’s Discussion and Analysis For the Three and Six Months Ended February 28, 2022

the vendor. If the Second Option is exercised, then the Company will own a 100% interest in the property and the vendor will retain a NSR of up to 2% calculated as the difference between 2% and any amounts payable pursuant to any existing royalties.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

FUTURE ACCOUNTING STANDARDS

For details of the Company’s future accounting standards, including accounting standards not yet adopted and accounting standards amended, but not yet effective, please refer to note 4 of the Company’s audited financial statements.

ECONOMIC CONDITIONS – COVID-19

Due to the worldwide COVID-19 outbreak, material uncertainties may come into existence that could influence management’s going concern assumption. Management cannot accurately predict the future impact COVID-19 may have on:

• Global gold prices;

• Demand for gold and the ability to explore for gold;

• The severity and the length of potential measures taken by governments to manage the spread of the virus, and their effect on labour availability and supply lines;

• Availability of essential supplies, such as water and electricity;

• Purchasing power of the Canadian dollar; or

• Ability to obtain funding.

The Canadian government has not introduced measures which impede the activities of the Company. Management believes the business will continue and accordingly, the current situation bears no impact on management’s going concern assumption. However, it is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods. The impact on the financial results and condition of the Company in future periods.

RISKS

An investment in the securities of the Company is highly speculative and involves numerous and significant risks. Such investment should be undertaken only by investors whose financial resources are sufficient to enable them to assume these risks and who have no need for immediate liquidity in their investment. Prospective investors should carefully consider the risk factors that have affected, and which in the future are reasonably expected to affect, the Company and its financial position. Please refer to the section entitled "Risks" in the Company's MD&A for the fiscal year ended August 31, 2021, available on SEDAR at www.sedar.com.

CRITICAL ACCOUNTING ESTIMATES

The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.

MELKIOR RESOURCES INC. Management’s Discussion and Analysis For the Three and Six Months Ended February 28, 2022

The effect of a change in an accounting estimate is recognized prospectively by including it in comprehensive loss in the year of the change, if the change affects that year only, or in the year of the change and future years, if the change affects both.

Information about critical judgments in applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the financial statements within the next financial year are included in note 5 of the audited financial statements.

ADDITIONAL INFORMATION

Additional information regarding the Company is available on SEDAR at www.sedar.com.