Nevada Lithium Resources Inc.

Management’s Discussion and Analysis For the years ended April 30, 2023 and 2022

(Expressed in Canadian dollars)

Nevada Lithium Resources Inc. (formerly Hermes Acquisition Corp.) Management’s Discussion & Analysis For the years ended April 30, 2023 and 2022 Expressed in Canadian dollars, unless otherwise noted - Unaudited.

This Management’s Discussion & Analysis (“ MD&A ”) of Nevada Lithium Resources Inc. (“ Nevada Lithium ” or the “ Company ”) provides an analysis of the Company’s financial position and results of operations for the years ended April 30, 2023 and 2022. This MD&A was prepared by management of the Company and should be read in conjunction with the audited consolidated financial statements for the years ended April 30, 2023 and 2022 (the “ Financial Statements ”). The Company’s Financial Statements are prepared in accordance with International Financial Reporting Standards (“ IFRS” ) as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee. For further information on the Company, reference should be made to its public filings on SEDAR+ at www.sedarplus.ca.

The information contained herein is not a substitute for detailed investigation or analysis on any particular issue. The information provided in this document is not intended to be a comprehensive review of all matters and developments concerning the Company. Except as otherwise disclosed, all dollar figures included in the following MD&A are quoted in Canadian dollars. References to “$” are to Canadian dollar, references to “USD” are to United States dollar. References to “us”, “we”, “our” refer to the Company.

Information in this MD&A is prepared as of August 24, 2023 and was approved by the Company’s Board of Directors.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this document constitute forward-looking information under applicable securities legislation. Forward- looking information typically contains statements with words such as "anticipate", "believes", "estimates", "will", "expects", "plans", "intends", or similar words suggesting future outcomes or an outlook. Forward-looking information in this document includes, but is not limited to:

our business plan and investment strategy; and
general business strategies and objectives.

Such forward-looking information is based on a number of assumptions which may prove to be incorrect. Assumptions have been made with respect to the following matters, in addition to any other assumptions identified in this document which includes, but is not limited to:

taxes, operations, general and administrative as well as other costs;
general business, economic and market conditions;
the ability of the Company to obtain the required capital to finance its investment strategy and meet its commitments and financial obligations;
the ability of the Company to obtain services and personnel in a timely manner and at an acceptable cost to carry out activities; and
the timely receipt of required regulatory approvals.

Although the Company believes that the expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on them as there can be no assurance that such expectations will prove to be correct. Forward-looking information is based on expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially than anticipated and described in the forwardlooking information. The material risks and uncertainties include, but are not limited to:

meeting current and future commitments and obligations;
general business, economic and market conditions;
the uncertainty of estimates and projections relating to future costs and expenses;
changes in, or in the interpretation of, laws, regulations, or policies;
the ability to obtain required regulatory approvals in a timely manner;
the outcome of existing and potential lawsuits, regulatory actions, audits, and assessments; and
other risks and uncertainties described elsewhere in this document.

The foregoing list of risks is not exhaustive. For more information relating to risks, see the section titled "Risk Factors" herein. The forward-looking information contained in this document is made as of the date hereof and, except as required by applicable securities law, the Company undertakes no obligation to update publicly or revise any forwardlooking statements or information, whether as a result of new information, future events or otherwise.

BUSINESS OVERVIEW

Nevada Lithium is a mineral resource company principally engaged in the business of the exploration and evaluation of mineral properties. Its objective is to locate and develop precious and base metals, focusing in Nevada, USA. The Company was incorporated under the Business Corporations Act of British Columbia on December 17, 2020. The registered address of the Company’s office and principal place of business is 1500-1055 West Georgia Street, P.O Box 11117, Vancouver, British Columbia, Canada, V6E 4N7. The Company is listed on the Canada Securities Exchange in Canada under the ticker symbol “NVLH”, on the OTCQB Market under the symbol “NVLHF”, and on the Frankfurt Stock Exchange under the symbol “87K”.

Consolidation of Interest in Bonnie Claire Project

During the year ended April 30, 2023, the Company incorporated new wholly-owned subsidiaries, including 1396483 B.C. Ltd. (“ Nevada Lithium FinCo ”), 1406917 B.C. Ltd. (“ Nevada Lithium MergeCo ”), 1406923 B.C. Ltd. (“ Nevada Lithium SubCo ”) for the purpose of completing the Arrangement (as defined below) and the Concurrent Financing (as defined below).

On January 29, 2021, the Company acquired a 100% interest in Nevada Lithium Corp., based in Nevada, USA. The Company’s subsidiary, Nevada Lithium Corp., entered into an option agreement dated November 30, 2020, last amended on November 29, 2021, and to acquire up to a 50% interest in the Bonnie Claire lithium project located in Nye County, Nevada (the “ Project ”), subject to 2.0% net smelter returns royalty. On December 15, 2021, pursuant to the payment of all required option payments totalling $7,185,400 (USD $5,600,000), the Company acquired 50% interest in the mineral rights of the Project (the “ Mineral Rights ”).

On January 9, 2023, the Company announced that it had entered into a letter of intent dated January 6, 2023, as amended, with Iconic Minerals Ltd. (“ Iconic ”), in respect of the consolidation of a 100% interest in the Bonnie Claire lithium project located in Nye County, Nevada, USA (the “ Project ” or the “ Bonnie Claire Project ”) by acquiring the remaining 50% interest in the Project indirectly held by Iconic.

On March 27, 2023, the Company announced that it had entered into a definitive arrangement agreement dated March 24, 2023, as amended (the “ Arrangement Agreement ”), with Iconic and certain of their respective subsidiaries pursuant to which, among other things, a statutory arrangement (the " Arrangement ") under the provisions of the Business Corporations Act (British Columbia) was carried out and Nevada Lithium acquired the remaining 50% interest in the Bonnie Claire Project that was indirectly held by Iconic.

Summary of the Arrangement

The Arrangement was completed on July 7, 2023. See “Subsequent Events” for additional details on the Arrangement.

INFORMATION CONCERNING THE BONNIE CLAIRE PROJECT

Current Technical Report

Global Resource Engineering Ltd. (" GRE ") was retained by Iconic and Nevada Lithium (collectively, the " Companies ") to prepare, in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects (" NI 43-101 "), the NI 43-101 technical report entitled “Preliminary Economic Assessment NI 43-101 Technical Report on the Bonnie Claire Lithium Project, Nye Country, Nevada” with an effective date of August 20, 2021 and a revised and amended date of February 25, 2022 (the “ Bonnie Claire Technical Report ”).

Dr. Samari, Mr. Moritz, Dr. Harvey, and Ms. Lane are collectively referred to as the "authors" of the Bonnie Claire Technical Report. Dr. Samari visited Bonnie Claire Project on August 24, 2018 and again on October 9 and 10, 2020. Mr. Moritz visited the site on October 9 and 10, 2020. Dr. Harvey and Ms. Lane have not visited the Property because no site visit was needed at this stage of Bonnie Claire Project for the metallurgical or cost estimation and economics work. The authors of the Bonnie Claire Technical Report are independent “qualified persons” as defined by NI 43-101 in relation to Nevada Lithium and Iconic.

Unless stated otherwise, the information in this section entitled " Information Concerning the Bonnie Claire Project " is based upon the Bonnie Claire Technical Report, the full text of which is incorporated by reference herein. Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Reference should be made to the full text of the Bonnie Claire Technical Report which is available for review under Nevada Lithium's profile on SEDAR+ at www.sedarplus.ca. Readers are strongly encouraged to read the Bonnie Claire Technical Report in its entirety.

Cautionary Note to Investors Concerning Estimates of Historical Resources

Information concerning the properties and operations of Iconic, Nevada Lithium, the Bonnie Claire Project and the Nevada Lithium, which is contained herein, and in certain publicly-available disclosure filed on SEDAR+ (including the Bonnie Claire Technical Report) by Nevada Lithium and the Nevada Lithium, uses terms that comply with reporting standards in Canada. In particular, certain estimates of mineralized material are made in accordance with NI 43-101 under guidelines set out in the CIM Standards on Mineral Resources and Mineral Reserves adopted by the CIM Council on May 10, 2014.

NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.

Unless otherwise indicated, all reserve and resource estimates referred to or contained in this Filing Statement and the Bonnie Claire Technical Report have been prepared in accordance with NI 43-101. These NI 43-101 standards differ significantly from the requirements of the SEC, and such resource information may not be comparable to similar information disclosed by U.S. companies. For example, while the terms "historical", "mineral resource", "measured resource", "indicated resource" and "inferred resource" are recognized and required by Canadian regulations, they are not recognized by the SEC. It cannot be assumed that any part of the mineral deposits in these categories will ever be upgraded to a higher category. These terms have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. In particular, it cannot be assumed that any part of a historical or an inferred resource exists. In accordance with Canadian rules, estimates of "inferred resources" cannot form the basis of feasibility or pre-feasibility studies. In addition, under the requirements of the SEC, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Finally, disclosure of contained ounces is permitted disclosure under Canadian regulations, however, the SEC normally only permits issuers to report resources as in place tonnage and grade without reference to unit measures. Investors are cautioned not to assume that all or any part of historical, inferred or indicated resources will ever be converted into reserves and will become upgraded into an economically or legally mineable deposit. The author of the Bonnie Claire Technical Report has not done sufficient work to classify the historic estimates in the Bonnie Claire Technical Report as current mineral resources under current mineral resource or mineral reserve terminology and are not treating the historic estimates as current mineral resources. The historical resources in the Bonnie Claire Technical Report should not be relied upon.

Summary

The Bonnie Claire Deposit is a very large, sediment hosted lithium occurrence situated within the Sarcobatus Flat, which spans approximately 20 kilometers (km) x 8 km in Nye County, southern Nevada. At Bonnie Claire, lithium mineralization is not present in clay minerals but rather is present as lithium compounds (lithium carbonate and lithium salts) deposited within the fine grain clay, silt, and sand pore space. The lithium mineralization extends from surface to depth, with the highest-grade lithium sediment layers occurring one hundred to several hundred meters below the surface. However, above -cutoff mineralization occurs within the basin at surface with a generally increasing trend with depth.

Location and Property Description

The Bonnie Claire Project (the " Project " or " Property ") is centered near 497900 meters East, 4114900 meters North, Universal Transverse Mercator (UTM) WGS84, Zone 11 North datum, in Nye County, Nevada. Bonnie Claire Project's location is 201 km (125 miles) northwest of Las Vegas, Nevada. The town of Beatty is 40 km (25 miles) southeast of Bonnie Claire Project. Bonnie Claire Project lies within T8S, R44E and R45E and T9S, R44E and R45E, Mt. Diablo Meridian. Topographical data of the area was downloaded from United States Geological Survey (USGS) 7.5-minute quadrangles Bonnie Claire, Bonnie Claire NW, Springdale NW, Scotty's Junction, and Tolicha Peak SW.

Bonnie Claire Project is located within the Great Basin physiographic region and, more precisely, within the Walker Lane province of the western Great Basin. The Bonnie Claire Project is located within a flat-bottomed salt basin, known as the Sarcobatus Flat that is surrounded by a series of mountain ranges. Broad, low passes lead into the basin from the northwest and southeast.

As of the issue date of the Bonnie Claire Technical Report, Bonnie Claire Project claim group consists of 915 placer mining claims owned 80% by Iconic and 20% by Nevada. Nevada Lithium holds an Option to acquire up to a 50% interest in Bonnie Claire Project by funding a total $5.6M (USD) in exploration expenditures on or before December 1[st] , 2021, of which $1.6M (USD) has been spent. The claims lie within portions of surveyed sections 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 32, 33, 34, 35, and 36 of T8S, R44E, within portions of surveyed sections 1, 2, 3, 4, 10, 11, 12, 13, 14, 15, 23, and 24 of T9S, R 44E, within portions of surveyed section 31 of T8S R45E, and within portions of surveyed sections 6, 7, 17, and 18 of T9S, R45E, in the southwestern portion of Nye County, Nevada.

The placer claims cover 18,300 acres and provide Iconic and Nevada with the mineral rights to sedimentary deposits, which include the rights to any lithium sediment or brines present.

Accessibility and Climate

Bonnie Claire Project can be reached from Las Vegas, Nevada by traveling northwest on US Highway 95, then west on NV-267 and then south to the north portion of the Bonnie Claire Project, approximately 40 km (25 miles) north of Beatty, Nevada (county seat). Bonnie Claire Project is easily accessible via US Highway 95, approximately 40 km (25 miles) northwest of Beatty and is situated in close proximity to power lines and regional towns that service the mining industry.

The climate of the region is hot in summer, with average high temperatures around 100 ° F (38 ° C), and cool in the winter with average daily lows of 15 to 30 ° F (-9 to -1 ° C).

The terrain at Bonnie Claire Project is dominated by Quaternary alluvium and Quaternary Mud Flat. Access on the Property is excellent due to the overall flat terrain and proximity of infrastructure.

Local Resources and Infrastructure

Bonnie Claire Project is in a region with no active extraction of lithium from brines or sediment or any other mining activity. Bonnie Claire Project lies adjacent to asphalt roads, power lines, and regional towns that service the mining industry.

Lodging, supplies, and labor are available in either Beatty, which is 40 km (25 miles) from the Property, or Las Vegas, which is 145 miles from the Property. Surface rights sufficient for exploration, mining, waste disposal, and processing plant sites within the Property are available.

History

Bonnie Claire Project area shows no signs of mineral exploration or prior geologic investigations. Geologic maps of southern Nevada from Nevada Bureau of Mines (Stewart, et al., 1977) are the only evidence of prior geologic work performed on site; they show that the area is a generalized salt flat with little distinctive geologic features or mapping detail.

The USGS has reportedly performed investigations of similar mudstones in the Bonnie Claire region, and limited sampling was completed as part of the USGS traverses. The majority of USGS work in the basin was focused on lithium brine investigations. Although in this study no sample was collected from the Bonnie Claire claim group, there are some assay results from auger hole sampling in the region:

Gold field: 7 parts per million (ppm) lithium (Li) located 40 km northwest from Bonnie Claire
Stonewall Flat: 65 ppm Li located 45 km north
Clayton Valley: 300 ppm Li, located 72 km northwest of Bonnie Claire Project Site.

There is no indication or documentation of any drilling occurring on Bonnie Claire Project prior to Iconic's efforts in 2016.

Geology and Mineralization

Bonnie Claire is a closed basin near the southwestern margin of the Basin and Range geo-physiographic province of western Nevada. Horst and graben normal faulting is a dominant structural element of the Basin and Range.

Bonnie Claire is the lowest-elevation intermediate size playa-filled valley in a series of similar topographic features. It has a playa floor of about 100 square kilometers (km[2] ) that receives surface drainage from an area of about 1,300 km[2] . The Bonnie Claire basin lies within an extensional graben system between two Quaternary northwest-southeast faults with both normal and strike-slip components. The general structure of the middle part of the Bonnie Claire basin (Claim area) is known from geophysical surveys to be a graben structure with its most down-dropped part on the east-northeast side of the basin along the extension of a few normal faults.

The resulting topography consists of an elongate, flat area of covered quaternary sediments of alluvium and a playa. The alluvial fans in the eastern portions of Bonnie Claire Project area are commonly mantled with weathered remnants of rock washed down from the surrounding highlands. The alluvial fans are covered with sporadic shrubs. In most portions of Bonnie Claire Project, the playa is completely covered with mud and salt and is frequently referred to as mud flats in the Bonnie Claire Technical Report.

Multiple wetting and drying periods during the Pleistocene resulted in the formation of lacustrine deposits, salt beds, and lithium-bearing brines in the Bonnie Claire basin. Extensive diagenetic alteration of tuffaceous rocks to zeolites and clay minerals has taken place, and anomalously high lithium concentrations accompany the alteration.

Significant lithium concentrations were encountered in the alluvial fans and playa within Bonnie Claire Project area. Elevated lithium was encountered at ground surface and to depths of up to 603.5 meters (the deepest depth of RCdrilling to date). The lithium-bearing sediments occur throughout the multi-layered alluvium. The overall mineralized sedimentary package is laterally and vertically extensive, containing roughly tabular zones of fine-grained sediments grading down to claystone.

The average grade of lithium appears to depend on the host sedimentary layers:

Sand or sandstone appear to have the lowest grade, averaging about 30 ppm near the surface to 570 ppm at depth
Silt or siltstone appear to have approximately 135 ppm near surface to 1,270 ppm at depth
Clay, mud, claystone, or mudstone appear to have 300 ppm near the surface to 2,550 ppm at depth

The lithium at Bonnie Claire is not found in the mineral crystal lattices (e.g. clays) but rather the lithium compounds, like lithium carbonate and lithium salts, are deposited within the fine grain clay, silt, and sand pore space. Although most of the sediment-hosted lithium in the literature occurs in clays, it does not at Bonnie Claire.

Exploration

Iconic began exploring Bonnie Claire Project in 2015. Exploration activities carried out by Iconic included drilling, detailed geologic mapping, surface sampling, and geophysical surveying.

Fritz Geophysics conducted a ground geophysical campaign at Bonnie Claire Project in July 2016. The geophysical study included the survey design, survey supervision, and the interpretation of a MagnetoTelluric (MT) survey. The MT data was collected by Zonge Engineering of Reno Nevada on nine east-west lines of various lengths. A total of about 52.2 km of data was collected with a consistent 200-meter receiver dipole. The MT data and inversions suggest a welldeveloped very low resistivity layer (VLRL) in the subsurface covering approximately 25 km[2] in the southern two-thirds of the Bonnie Claire basin. Based on the MT survey, the VLRL has the characteristics of a possible lithium brine source. However, the MT inversions can only show the distribution of the VLRL; they cannot ascertain the economic value of a lithium resource. To date, no significant concentrations of lithium have been discovered in the brine encountered at depth through drilling.

Surface samples were collected by Iconic geologists in two periods: Samples BC-1 to BC-22 were collected in October 2015 and Samples BG-1 to BG-318 were collected in May and June 2017. In total, Iconic has submitted 330 soil samples for laboratory analysis by 33 element 4-acid inductively-coupled plasma atomic emission spectroscopy (ICPAES). Analytical results indicate elevated lithium concentrations at ground surface over nearly the full extent of the area sampled. The highest-grade for the BC-1 through BC-22 sampling set came from the central portion of the Bonnie Claire Property, near the contact between the alluvial fans and the mud flat. The 2017 sample collection was conducted using systematic grid dimensions of 400 meters x 200 meters in the central and southern portions of Bonnie Claire Project area. This surface sampling yielded an average lithium grade of 262 ppm Li.

Deposit Type

The Bonnie Claire lithium deposit appears to be a lacustrine salt deposit hosted in sediments. Bonnie Claire Project area as a sedimentary basin, from an environment and geology point of view, is reasonably well represented by the USGS preliminary deposit model, which describes the most readily ascertainable attributes of such deposits as lightcolored, ash-rich, lacustrine rocks containing swelling clays, occurring within hydrologically closed basins with some abundance of proximal silicic volcanic rocks. The geometry of the Bonnie Claire Deposit is roughly tabular, with the lithium concentrated in gently dipping, locally undulating Quaternary sedimentary strata. The sedimentary units consist of interbedded calcareous, ash-rich mudstones and claystones, and tuffaceous mudstone/siltstone and occasional poorly cemented sandstone and siltstone.

From a lithium deposit point of view, Bonnie Claire is interpreted to be a new type of sediment-hosted lithium deposit whereby lithium compounds such as lithium carbonate and lithium salts have been deposited within the fine grain clay, silt, and sand pore space. Although most of the sediment-hosted lithium in the literature occurs in clays, it does not at Bonnie Claire.

Drilling

Iconic conducted exploration drilling in 2016, 2017, 2018, and 2020. Eight vertical reverse circulation (RC) holes and two vertical diamond holes (DH) were drilled, by Harris Exploration Drilling & Associates Inc. Drill hole depths ranged from 91.4 to 603.5 meters (300 to 1,980 feet), totaling 2,278.0 meters (7,473.75 feet) drilled. Accompanying the drilling, downhole geophysical surveys were conducted on three holes: BC-1601, BC-1602, and BC-1801.

Although the drill holes are widely spaced, averaging 1,100 meters between holes, the lithium profile with depth is consistent from hole to hole. The unweighted lithium content averages 778 ppm for all 435 samples assayed, with an overall range of 18 to 2,250 ppm. The average sample interval length is 6.09 meters (20 feet).

Mineral Processing and Metallurgical Testing

The following are conclusions and interpretations of the metallurgical work:

Pre-concentration of the lithium and rejection of calcite through size separation was shown to be effective. At a cut size of 45 microns (µm), the coarse fraction contained approximately 90% of the calcite and less than 2% of the lithium. The mass rejection was approximately 25%.
To date, two lithium extraction systems have been advanced: acid treatment, and thermal treatment. Of these two methods, thermal treatment is favored and presented as the base case for the Bonnie Claire Technical Report, having demonstrated better overall lithium extraction and recovery performance.
Thermal treatment includes calcination of the material with the addition of sodium sulfate followed by hot water leaching. High lithium extractions (up to 80%) were achieved. Significant optimization potential exists through additional test work.
The thermal leach liquors are easier to treat (compared to the acid treatment approach) in the solution purification system because minimal deleterious minerals are solubilized. The lithium can be readily recovered from the leach solutions using conventional commercial processes.
The acid treatment demonstrated that the lithium in the sediments is readily soluble in a strong sulfuric acid solution, achieving extractions of approximately 90%. However, conventional downstream purification of the acid liquor was shown to be ineffective, resulting in high lithium losses (up to 74%). Acid consumptions were also high due to the high calcite content of the materials, emphasizing the benefits of pre-concentration methods.
As a result of the lithium losses associated with the downstream recovery process, acid treatment is not considered a viable process at this stage. Further test work is required to develop an alternative purification system for these solutions.
Testing indicated that secondary lithium product purification may be necessary using the bicarbonate process.
Membrane technologies are currently being explored for lithium processing and may provide an alternative purification path.

No secondary products production has been investigated; however, the Bonnie Claire material does contain significant sodium and potassium.

Mineral Resource Estimate

A Revised and Amended Mineral Resource Estimate has been completed with an effective date of May 3[rd] , 2021, and issue date of July 28, 2021 (GRE, 2021) (“ PEA ”). The PEA incorporates the Mineral Resource Estimate modeling, effective date July 28, 2021 but updates the Mineral Resource statement to include only borehole mined resources at a cutoff grade of 700 ppm Li to be consistent with the mining method presented in Section 16.

The Mineral Resource Estimate for the Bonnie Claire Project was performed using Leapfrog® Geo and Leapfrog® Edge software. Leapfrog® Geo was used to update the geologic model, and Leapfrog® Edge was used for geostatistical analysis and grade modeling in the block model.

The drill hole database used for the estimation included:

10 exploration drill holes, including eight RC holes and two DH holes
2,278.1 meters of drilling in exploration drill holes
434 assay intervals in exploration drill holes
Minimum grade of 18 ppm Li in exploration drill holes
Maximum grade of 2,550 ppm Li in exploration drill holes

The Mineral Resource Estimate for the Bonnie Claire Project is presented in Table 0-1.

Cautionary Statements Regarding Mineral Resource Estimates:

Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the Mineral Resources will be converted into Mineral Reserves. Inferred Mineral Resources are that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.

Table 0-1: Bonnie Claire Statement of Mineral Resource

Class	Extraction Method Applied for Constraint	Mass (Million Tonnes)	ID2 Li Grade (ppm)	Li (Million kg)	Li Carbonate Equivalent (Million kg)
Inferred	Borehole	3,407.3	1,013.0	3,451.5	18,372.3

Cutoff grade of 700 ppm Li
The effective date of the Mineral Resource is August 20, 2021.
The Qualified Person for the estimate is Terre Lane of GRE.
Resources are not Mineral Reserves and do not have demonstrated economic viability.
Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.
Assumes 68% recovery by borehole

Mining Methods

The QP evaluated both open pit mining and borehole mining (BHM) and a combination of both for the Bonnie Claire Lithium Project. Both are potentially viable options; however, the prevalence of relatively lower grade material near surface results in high stripping ratios early in the mine life for open pit mining. The use of BHM eliminates this by targeting high-grade mineralization at depth as well as offering other Project benefits, including reduced surface disturbance (i.e., no open-pit) and reduced tailings at surface due to tailings backfilling underground. The soft nature of clay should make it ideally suited to water jet cutting. For these reasons, the QP selected BHM as the more viable method at this stage of Bonnie Claire Project. Test work and test borehole mining are required to support this mining method. If future drilling and assaying programs identify higher grade, shallow mineralization, the mining method could change.

As outlined above, the QP has used a base case of borehole mining (BHM) using jetting and pumping for this study. The borehole recovery using jetted drilling and pumping would pump high-pressure water through drill holes into the formation while simultaneously pumping the resulting loosened material out, creating a void that could be backfilled with suitable material to prevent caving from the surface. It is anticipated that naturally occurring brackish waters from the basin may be used and that no fresh water will be required. This water may also be recovered and re-used in the mining process.

Proofing of the borehole recovery concepts for sediment-hosted lithium must be conducted; however, the technology has been demonstrated in the mining industry. The QP recommends conducting field pilot testing to determine efficacy and design parameters.

For the Bonnie Claire Project economic analysis, QP Ms. Lane limited borehole mining to materials with a lithium grade of 1,200 ppm or higher to increase capital recovery and reduce Bonnie Claire Project payback period and risk. To facilitate use of the 1,200 ppm Li cutoff grade, Ms. Lane created a 1,200 ppm Li grade shell and reported all mineralized material within that grade shell for extraction via BHM.

Ms. Lane made the following assumptions for the BHM:

Mining jet radius = 9.1 meters (30 feet)
Minimum borehole spacing along green lines = 31.7 meters (104 feet)
Design borehole spacing along green lines = 36.6 meters (120 feet)

These assumptions result in a borehole spacing area of 579.3 square meters (m[2] ) (6,235 square feet [sf]), a single borehole extraction area of 262.7 m[2] (2,827 sf), and a recovery area of 1.5 times the borehole extraction area (because there is one complete borehole and three 1/6 boreholes within each green triangular area) (394 m[2] [4,241 sf]). The boreholes would be arranged in a triangular/honeycomb pattern. Spacing between the outer limits of each borehole area of influence would be 2.8 meters (9.28 feet). This borehole pattern and spacing would result in recovery of 68% of the mineralized material.

In addition, QP Ms. Lane assumed a slurry extraction rate of 1,000 gallons per minute (gpm), with 30% solids. The resulting solids removal rate would be 1,390 tonnes per day (tpd) per borehole. The nominal BHM mining rate was set to 15,000 tpd, requiring a minimum of 13 boreholes operating simultaneously. Production would ramp up initially by extracting from a single borehole, resulting in 14% of design extraction, for the first three months then by extracting from three boreholes, resulting in 43% of design extraction, for the next three months, then by extracting from 13 boreholes for the remainder of Bonnie Claire Project.

Ms. Lane applied a dilution factor of 5% to account for extraction of unmineralized material (including backfill) outside the defined Zone boundaries.

Each jetted volume and borehole annulus would be backfilled with waste or tailings material from the processing plant mixed with 5% cement.

Capital and Operating Costs

Capital and operating costs were estimated for the Bonnie Claire Project assuming a processing rate of 15,000 tpd. Project costs were estimated from Infomine (2020) and experience of senior staff. The estimate assumes that the Bonnie Claire Project will be operated by the owner.

Estimated capital and operating costs are summarized in Table 0-2 and

Table 0-3 , respectively.

Table 0-2: Bonnie Claire Project Capital Cost Summary

Item	1000s $
Mine Capital
Support Equipment	$6,631
Borehole Mining Production Equipment	$44,169
Mine Consumables First Fills	$2,028
Total Mine Capital	$52,827
Infrastructure Capital
Access Roads	$460
Facilities	$4,875
Security	$250
Utilities	$6,937
Freight and Tax	$1,068
Total Infrastructure Capital	$13,590
G&A Capital
Owner's Costs	$13,800
Bonding	$4,000
Feasibility Study	$25,000
Pilot Plant	$3,000
Test Mining	$3,000
Permitting	$2,500
Total G&A Capital	$51,300
Laboratory Capital
Equipment	$502
Freight and Tax	$53
Total Laboratory Capital	$555
Process Capital
Equipment	$107,805
Building	$24,543
Field Indirects	$138,845

Item	1000s $
First Fills and Spares	$15,000
Engineering	$20,428
Total Process Capital	$306,621
Working Capital	$31,881
Sustaining Capital	$70,437
Contingency	$127,468
Total Capital Costs	$654,680

Table 0-3: Bonnie Claire Project Operating Cost Summary

	Average Annual	Plant Feed
Area	(1000s $)	($/tonne)
Mine	$46,277	$8.88
Processing	$119,953	$23.03
G&A	$7,138	$1.37
Contingency	$17,337	$3.33
Total Operating Costs	$190,704	$36.61

Economics

Ms. Lane of GRE performed an economic analysis of Bonnie Claire Project by building an economic model based on the following assumptions:

Federal corporate income tax rate of 21%
Nevada taxes:
Proceeds of Minerals Tax – variable, with a maximum of 5% of Net Proceeds
Property tax – 3.4409%
Sales and use taxes - 7.6%
Equipment depreciated over a straight 7 or 15 years and has no salvage value at the end of mine life
Loss carried forward
Depletion allowance, lesser of 15% of net revenue or 50% of operating costs
Lithium carbonate price of $13,400 per tonne
Lithium recovery of 74.7%
0% royalties

Results for Bonnie Claire Project are:

Average annual production of 32.3 million kilograms (kg) (or 32,300 tonnes) of lithium carbonate equivalent (LCE)
Cash operating cost of $5,974/tonne LCE
All-in sustaining cost of $6,057/tonne LCE
A $1.5 billion after-tax Net Present Value (NPV) at an 8% discount rate
A 23.8% after-tax Internal Rate of Return (IRR)
Payback period of 6.7 years
Break-even price (0% IRR) of $6,545/tonne LCE

The PEA is preliminary in nature and is based on numerous assumptions, and some Inferred mineral resources are used in the economic analysis. Inferred mineral resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. No mineral reserves

have been estimated. There is no guarantee that Inferred resources can be converted to Indicated or Measured resources and, as such, there is no guarantee that Bonnie Claire Project economics described herein will be achieved.

Sensitivity Analyses

Ms. Lane of GRE evaluated the after-tax NPV@8% sensitivity to changes in lithium carbonate price, capital costs, and operating costs. The results indicate that the after-tax NPV@8% is most sensitive to lithium carbonate price, moderately sensitive to operating cost, and least sensitive to capital cost (see Figure 0-1).

Figure 0-1: Bonnie Claire Project NPV@8% Sensitivity to Varying Lithium Carbonate Price, Capital Costs, and Operating Costs

==> picture [361 x 217] intentionally omitted <==

Conclusions of Economic Model

Bonnie Claire Project economics shown in the Bonnie Claire Technical Report are favorable, providing positive NPV values at varying lithium carbonate prices, capital costs, and operating costs.

Recommendations

The geotechnical and rheological characteristics of the sediments are ideally suited to borehole mining methods, which is discussed in detail in the Bonnie Claire Technical Report. GRE Qualified Persons (QPs) recommend investigating borehole extraction methods to recover higher grade mineralization early in Bonnie Claire Project life. GRE QPs recommend additional drilling, geotechnical test work, and mining method testing to determine the feasibility of recovery of the deeper, higher grade material using borehole mining methods.

Ms. Lane recommends the following activities be conducted for the Bonnie Claire Project:

Infill drilling to increase confidence in the resource estimate from Inferred to Indicated or Measured
Twinned rotary, RC, and core holes should be planned to test the improvement in grade as seen in the existing core and RC twin holes.
Additional drilling around drill holes BC-1601 and BC-2001C should be planned to identify shallow mineralization.
Field pilot testing of BHM methodology to determine efficacy and design parameters.
Pump testing to determine if clays can be dewatered prior to mining

Metallurgical test work to identify and optimize operating conditions for Li extraction and producing final lithium products
Market analysis to determine production impacts and product prices, including reagent pricing
Evaluation of potential by-product recovery
Prefeasibility Study, including determination of infrastructure requirements, such as sources of power, water, reagents, and natural gas
Phase I environmental permitting and baseline data collection
Hydrogeology study
Geotechnical test work should be performed in the next drilling campaign

This work would be completed over two to three years. The estimated costs to complete the proposed recommended actions are shown in Table 0-4 .

Table 0-4: Estimated Costs to Complete the Proposed Program

Activity	Estimated Cost
Drilling, Surface Sampling, and geochemistry Down-Hole Surveys	$3,000,000
Borehole Mining Testing	$3,000,000
Metallurgical Test Work	$700,000
Market Analysis	$50,000
43-101 Technical Reports	$450,000
Phase I Environmental Permitting	$400,000
Hydrogeology Study	$900,000
Geotechnical Test work	$500,000
Totals	$9,000,000

Based on observations and conversation with Iconic personnel during the QP site visit, and in conjunction with the results of GRE QP's review and evaluation of Iconic's quality assurance/quality control (QA/QC) program, Dr. Samari makes a number of recommendations regarding QA/QC, as detailed in Section 26.

NEVADA LITHIUM RESOURCES INC. Management’s Discussion and Analysis For the years ended April 30, 2023 and 2022 (Expressed in Canadian dollars, except where noted)

OVERALL PERFORMANCE AND RESULTS OF OPERATIONS

A summary of selected information of the Company’s financial position is as follows:

	April 30,	April 30,
	2023	2022
	$	$
Cash	8,830	28,829
Restricted funds held in trust	4,816,250	-
Exploration and evaluation assets	8,675,464	8,675,464
Total assets	13,555,554	8,808,693
Total liabilities	6,184,162	285,003
Workingcapital deficiency	(1,304,072)	(151,774)

As at April 30, 2023, total assets and total liabilities increased over April 30, 2022 primarily resulting from restricted funds held in trust of $4,816,250 received through the issuance of subscription receipts in connection with the Arrangement. The restricted funds were recorded as restricted funds held in trust and a current liability.

The working capital deficiency has increased over the prior year due to increased accounts payable and accrued liabilities and notes payable required to support the Company’s operating activities. Upon closing of the Arrangement on July 7, 2023, the Company issued units and plans to use the proceeds for general corporate purposes.

For the three months ended April 30, 2023 and 2022

A summary of the Company’s operations for the three months ended April 30, 2023 and 2022 is as follows:

	2023	2022
	$	$
Filing fees	15,451	41,950
General and administrative	7,876	3,799
Interest expense	7,896	-
Investor relations expense (recovery)	(11,784)	104,344
Management and consulting fees	45,737	126,834
Professional fees	365,325	96,137
Operating expenses	(430,501)	(373,064)
Foreign exchange gain (loss)	(13,551)	-
Net loss and comprehensive loss	(444,052)	(373,064)

During the current period, the Company reported operating loss of $430,501 compared to $373,064 in the prior year comparable period. The increase in operating loss was mainly attributable to the following:

Interest expense increased to $7,896 compared to $nil in the prior year comparable period due to the Company issuing interest-bearing promissory notes in the current year.
Professional fees increased to $365,325 compared to $96,137 in the prior year comparable period as a result of more legal and consultancy services consumed in relation to the incorporation of new subsidiaries and the Arrangement in the current year.

The increase in interest expense and professional fees was partially offset by the decrease in investor relations expense as well as management and consulting fees:

Investor relations had a recovery of $11,784 compared to an expense of $104,344 in the prior year comparable period as a result of discontinuing an online marketing campaign that started during the prior year. In addition, during the current year period, the Company reversed an accrual of $27,350 for marketing expenses.
Management and consulting fees decreased to $45,737 compared to $126,834 in the prior year comparable period due to the Company receiving a supplier credit of $84,000 during the current year period.

NEVADA LITHIUM RESOURCES INC. Management’s Discussion and Analysis For the years ended April 30, 2023 and 2022 (Expressed in Canadian dollars, except where noted)

For the years ended April 30, 2023 and 2022

A summary of the Company’s operations for the years ended April 30, 2023 and 2022 is as follows:

	2023	2022
	$	$
Filing fees	61,024	109,600
General and administrative	28,386	19,011
Interest expense	21,208	-
Investor relations	79,567	686,525
Management and consulting fees	366,944	393,517
Professional fees	581,618	461,521
Share-based compensation	-	624,655
Operating expenses	(1,138,747)	(2,294,829)
Foreign exchange gain (loss)	(13,551)	(1,997)
Net loss and comprehensive loss	(1,152,298)	(2,296,826)

During the current year, the Company reported operating loss of $1,138,747 compared to $2,294,829 in the prior year. The primary drivers of decrease in operating loss were as follows:

Investor relations decreased to $79,567 compared to $686,525 in the prior year as a result of discontinuing an online marketing campaign that occurred during the prior year. No online marketing campaigns occurred during the current year period.
Share-based compensation decreased to $nil compared to $624,655 in the prior year comparable period as a result of no stock options being issued and vested in the current year.

Summary of quarterly results

A summary of the Company’s quarterly results for the most recently completed eight quarters over the fiscal years is as follows:

April 30, 2023 January 31, 2023 October 31, 2022	July 31, 2022
$ $ $ Net loss and comprehensive loss 444,052 256,928 242,302 Net lossper share,basic and diluted (0.01) (0.00) (0.00)	$ 209,016 (0.00)

April 30, 2022 January 31, 2022 October 31, 2021	July 31, 2021
$ $ $ Net loss and comprehensive loss 373,064 593,228 1,214,788 Net lossper share,basic and diluted (0.01) (0.01) (0.03)	$ 115,746 (0.00)

For the three months ended April 30, 2023, net loss and comprehensive loss was mainly comprised of professional fees related to the Arrangement as well as incorporation of new entities.

NEVADA LITHIUM RESOURCES INC. Management’s Discussion and Analysis For the years ended April 30, 2023 and 2022 (Expressed in Canadian dollars, except where noted)

SUBSEQUENT EVENTS

On May 12, 2023, the Company issued additional promissory notes for an aggregate amount of $231,250. The proceeds were previously received on February 24, 2023 in the form of 1,850,000 February Subscription Receipts (as defined below) at an issue price of $0.125 per February Subscription Receipt and were converted to promissory notes on May 12, 2023. The promissory notes accrue interest at a rate of 12% per annum and mature on May 12, 2024.

On June 20, 2023, the Company closed a non-brokered private placement in which the Company issued 41,333,333 subscription receipts (the “ June Subscription Receipts ”) at a price of $0.15 per June Subscription Receipt for aggregate proceeds of $6,200,000. Upon closing of the Arrangement, each June Subscription Receipt automatically converted into a unit of the Company consisting of one common share of the Company and one common share purchase warrant of the Company. Each warrant is exercisable into one common share at a price of $0.25 until July 7, 2026.

The Arrangement was completed on July 7, 2023. In connection with the completion of the Arrangement, Nevada Lithium, along with the other parties to the Arrangement Agreement carried out, among other things, the following:

a) Iconic's 50% interest in the Bonnie Claire Project, that was previously held through Iconic's Nevada subsidiary, Bonaventure Nevada Inc., has been transferred to a newly incorporated Nevada subsidiary of Iconic MergeCo, Bonnie Claire Lithium Resources Corp. As a result of the completion of the Arrangement, Nevada Lithium holds a 100% undivided interest in the Bonnie Claire Project;
b) Iconic’s wholly-owned subsidiary, 1259318 B.C. Ltd. (" Iconic MergeCo ") amalgamated with Nevada Lithium MergeCo and continued as one corporation under the BCBCA, “Bonnie Claire Holdings Corp.”;
c) Nevada Lithium issued an aggregate of 66,912,827 common shares as consideration for the Arrangement (the " Consideration Shares "), of which 60,221,528 Consideration Shares were received by the Iconic shareholders and 6,691,299 were received by Iconic, representing, in the case of the Iconic shareholders, 0.4082576248 Consideration Share for each one Iconic common share held;
d) 1406923 B.C. Ltd. (" Nevada Lithium Subco ") and 1396483 B.C. Ltd. (" Nevada Lithium FinCo ") amalgamated and continued as one corporation under the BCBCA. Upon closing of the Arrangement, each Nevada Lithium FinCo common shares and each Nevada Lithium FinCo common share purchase warrant was exchanged on a one-for-one basis, respectively, for common shares in the capital of Nevada Lithium (the " Nevada Lithium Shares ") and Nevada Lithium Warrants (as defined below);
e) Nevada Lithium issued to Iconic an aggregate of 4,000,000 Nevada Lithium warrants, each of which entitle the holder thereof to purchase one Nevada Lithium Share for a period of two years from the closing of the Arrangement at an exercise price of $0.20 per Nevada Lithium Share (the " Nevada Lithium Warrants " ) ;
f) Nevada Lithium granted to certain eligible persons associated with Iconic an aggregate of 3,930,000 stock options, bearing the same terms as the Nevada Lithium stock options that were outstanding immediately prior to the completion of the Arrangement, including as to duration and exercise price;
g) Nevada Lithium paid to Iconic a $500,000 structuring fee and reimbursed certain expenses and contractual obligations of Iconic in respect of the Bonnie Claire Project arising prior to the effective date of the arrangement, including legal, contract management and other professional fees incurred by Iconic in connection with the Arrangement;
h) the board of directors of Nevada Lithium was reconstituted to consist of five members, comprised of: Stephen Rentschler, Scott Eldridge, Richard Kern, Keturah Nathe and Jerry Wang;
i) Mr. Stephen Rentschler will continue to serve as CEO of Nevada Lithium; Mr. Richard Kern, the current CEO of Iconic, has been appointed the COO of Nevada Lithium; Mr. Kelvin Lee resigned as the CFO of Nevada Lithium and Ms. Catherine Lathwell was appointed as the CFO of Nevada Lithium in Mr. Lee's stead; and
j) Promissory notes of the Company in the principal amount of $304,748 converted into Nevada Lithium Units of the Issuer on the same terms as the February Subscription Receipts immediately prior to the closing of the Arrangement.

NEVADA LITHIUM RESOURCES INC. Management’s Discussion and Analysis For the years ended April 30, 2023 and 2022 (Expressed in Canadian dollars, except where noted)

k) In connection with the completion of the Arrangement, the gross proceeds totaling $10,785,000, derived from the Company's February 24, 2023 non-brokered private placement of 36,680,000 subscription receipts ("February Offering") and the Company's June 20, 2023 non-brokered private placement offering of 41,333,333 subscription receipts (the "June Offering" and together with the February Offering, the "Concurrent Offerings") were released from escrow and the subscription receipts issued pursuant to the February Offering (the "February Subscription Receipts") and the subscription receipts issued pursuant to the June Offering (the "June Subscription Receipts") were automatically converted into Nevada Lithium Units. Officers and Directors received 233,333 Nevada Lithium Units in connection with the completion of the Arrangement.
l) Nevada Lithium became the sole operator of the Bonnie Claire Project.

On July 24, 2023, the Company issued an aggregate of 35,000 common shares and 17,500 common share purchase warrants pursuant to a finder warrant exercise, resulting in proceeds to the Company of $4,375.

On July 28, 2023, the Company repaid promissory notes with an aggregate principal amount of $75,000 plus accrued interest of $5,400.

On August 16, 2023, the Company issued an aggregate of 100,000 common shares pursuant to a warrant exercise, resulting in proceeds to the Company of $20,000.

On August 18, 2023, the Company issued an aggregate of 17,500 common shares pursuant to a warrant exercise, resulting in proceeds to the Company of $3,500.

On August 22, 2023, the Company issued an aggregate of 20,000 common shares pursuant to a warrant exercise, resulting in proceeds to the Company of $4,000.

LIQUIDITY AND CAPITAL RESOURCES

As at April 30, 2023, the Company had cash of $8,830 (April 30, 2022 - $28,829), restricted funds held in trust of $4,816,250 (April 30, 2022 - $nil) and working capital deficiency of $1,304,072 (April 30, 2022 - deficiency of $151,774).

Overview of cash flow for the three months ended April 30, 2023 and 2022

Cash used in operating activities during the current period was $235,549 and was primarily driven by cash payments related to management and consulting fees as well as professional fees for the Arrangement. In comparison, cash used in operating activities was $103,684 during the prior period and was primarily due to cash payments for online marketing campaign.

Cash provided by financing activities during the current period was $125,000 related to proceeds from the issuance of notes payable. The proceeds will be used for working capital purposes. In comparison, cash used in financing activities during prior period was $30,578 due to the payment of costs related to the issuance of special warrants.

Overview of cash flow for the years ended April 30, 2023 and 2022

Cash used in operating activities during the current year was $389,499 and was primarily driven by cash payments related to management and consulting fees as well as professional fees for the Arrangement. In comparison, cash used in operating activities was $1,579,496 during the prior year due to cash payments for online marketing campaign to investors and prepaid expenses during the year.

Cash used in investing activities during the current year was $nil compared to $5,157,720 in the prior year. Cash used in the prior year pertained to payments toward obtaining an ownership interest in the Project.

Cash provided by financing activities during the current year was $369,500 resulting from proceeds from the issuance of notes payable. In comparison, cash provided by financing activities during the prior year comparable period was $5,239,330 which resulted from the issuance of common shares and special warrants, net of issuance costs.

NEVADA LITHIUM RESOURCES INC. Management’s Discussion and Analysis For the years ended April 30, 2023 and 2022 (Expressed in Canadian dollars, except where noted)

Liquidity outlook

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

To finance the Company’s exploration programs and to cover operating expenses, the Company has raised money through issuances of equity and notes payable. Historically, the Company has been successful in raising capital. Subsequent to April 30, 2023, the Company closed another private placement for gross proceeds of $6,200,000. However, there is no assurance that the Company will continue to be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company.

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 short and long term but recognizes that there will be risks involved which may be beyond its control.

GOING CONCERN

The Company’s financial statements are prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at April 30, 2023, the Company has not yet achieved profitable operations. This condition indicates the existence of a material uncertainty which may cast significant doubt about the Company’s ability to continue as a going concern. The continuing operations of the Company are dependent upon obtaining necessary financing to meet the Company’s commitments as they come due and to finance future exploration and development of potential business acquisitions, economically recoverable reserves, securing and maintaining title and beneficial interest in the Mineral Rights and upon future profitable production. Failure to continue as a going concern would require that assets and liabilities be recorded at their liquidation values, which might differ significantly from their carrying values. The Company’s financial statements do not include adjustments that would be necessary should the Company be unable to continue as a going concern. These adjustments could be material.

CONTRACTUAL OBLIGATIONS

The Company has no undisclosed contractual obligations as at April 30, 2023 or at the date of this MD&A.

NEVADA LITHIUM RESOURCES INC. Management’s Discussion and Analysis For the years ended April 30, 2023 and 2022 (Expressed in Canadian dollars, except where noted)

SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

The Financial Statements have been prepared in accordance with IFRS, effective as at April 30, 2023. The preparation of financial statements requires management to establish accounting policies and make estimates and assumptions that affect the timing and reported amounts of assets, liabilities, and expenses. These estimates are based on historical experience and on various other assumptions that management believes to be reasonable under the circumstances and require judgment on matters which are inherently uncertain. Details of the Company’s significant accounting policies can be found in Note 3 of the Financial Statements.

QUALIFIED PERSON

The “Mineral Resource Estimate Technical Report, Bonnie Claire Lithium Project, Nye County, Nevada” dated effective August 20, 2021 and revised and amended on February 25, 2022 (the “ Technical Report ”) as filed on SEDAR+ and referenced as applicable in this MD&A for the Project has been approved by eff Wilson, PhD, P.Geo. Mr. Wilson is a technical advisor of the Company, as of the date hereof, and Qualified Persons under National Instrument 43-101 Standards of Disclosure for Mineral Projects. (“ NI 43-101 ”).

RELATED PARTY TRANSACTIONS

The Company’s related parties include subsidiaries, affiliated entities and key management personnel. Transactions with, and amounts due to or from, related parties are unsecured and non-interest bearing and measured at the amount of consideration established and agreed to by the related parties.

Key management personnel are those having the authority and responsibility for planning, directing, and controlling the Company.

As at April 30, 2023, accounts payable and accrued liabilities included $231,651 (April 30, 2022 - $59,422) due to related parties.

A summary of the Company’s related party transactions for the years ended April 30, 2023 and 2022 is as follows:

	2023	2022
	$	$
Management and consulting fees	305,118	222,836
Share-based compensation	-	216,516
	305,118	439,352

On September 28, 2021, the Company granted 1,200,000 share options to directors and officers of the Company. The options are exercisable into one common share at a price of $0.20 per option. The options vested immediately and expire five years after the grant date on September 28, 2026. As at April 30, 2023, these options are still outstanding.

On September 28, 2021, the Company granted 190,000 restricted share units (“ RSUs ”) to an officer of the Company. The RSUs vested after four months and may be converted into common shares at the discretion of the beneficiary or the Company. The RSUs expire three years after the grant date on September 28, 2024 if not converted into common shares. As at April 30, 2023, these RSUs are still outstanding.

OFF BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements as at April 30, 2023 or at the date of this MD&A.

PROPOSED TRANSACTIONS

The Company has no proposed transactions as at April 30, 2023 or at the date of this MD&A, other than the Arrangement which was completed on July 7, 2023, as outlined in “Business Overview” section.

NEVADA LITHIUM RESOURCES INC. Management’s Discussion and Analysis For the years ended April 30, 2023 and 2022 (Expressed in Canadian dollars, except where noted)

FINANCIAL INSTRUMENTS

a) Fair value measurement of financial assets and liabilities

The Company’s financial instruments consist of cash, restricted funds held in trust, accounts payables and accrued liabilities, and notes payable. The carrying values of these financial instruments approximate their respective fair values due to the shortterm nature of these instruments. As at April 30, 2023, the Company had no financial instrument measured at fair value.

b) Risk management

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty fails to meet an obligation under contract. The Company’s cash is exposed to credit risk. The Company reduces the credit risk on cash by placing this instrument with financial institutions of high credit worthiness.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with accounts payable and accrued liabilities and notes payable. As the Company’s operations do not generate cash, financial liabilities are discharged using funding through the issuance of common shares or debt as required. As at April 30, 2023, the Company has current liabilities totaling $6,184,162 (April 30, 2022 - $285,003), cash of $8,830 (April 30, 2022 - $28,829), and restricted funds held in trust of $4,816,250 (April 30, 2022 - $nil).

Market risk

Market risk is risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises currency risk, and interest rate risk.

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to foreign currency risk from accounts payable and accrued liabilities denominated in USD. Assuming all other variables constant, for the year ended April 30, 2023, a change of 10% of the USD against the Canadian dollar would have had an impact of $15,182 (2022 - $3,440) on the statements of loss and comprehensive loss.

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. The Company is not exposed to significant interest rate risk as its notes payable have a fixed rate of interest.

The Company does not use derivative instruments to manage its exposure to market risks.

OUTSTANDING SHARE DATA

The authorized capital of the Company consists of an unlimited number of common shares without par value. A summary of the Company’s issued and outstanding equity instruments is as follows:

	April 30,	Date of
	2023	MD&A
	#	#
Common shares	61,814,890	211,201,534
Special warrants	860,491	860,491
Warrants	6,128,945	77,716,795
Share options	3,930,000	7,860,000
Restricted share units	190,000	190,000
Subscription receipts	38,530,000	-

NEVADA LITHIUM RESOURCES INC. Management’s Discussion and Analysis For the years ended April 30, 2023 and 2022 (Expressed in Canadian dollars, except where noted)

ADDITIONAL INFORMATION

Additional information can be found on the Company’s website at https://nvlithium.com and on www.sedarplus.ca.

RISK FACTORS

An investment in the Company should be considered highly speculative due to the nature of Nevada Lithium’s business and operations. In addition to the other information in this MD&A, an investor should carefully consider each of the following risk factors and potential cumulative effect of each of the following risk factors.

The Company is in the business of exploring mineral properties, which is a highly speculative endeavor. Investors should carefully consider these risk factors before deciding to purchase common shares. The occurrence of any of the following risks could materially adversely affect the Company’s business, financial condition, or operating results. These risk factors are not a definitive list of all risk factors associated with an investment in the Company or in connection with the Company’s operations. There may be other risks and uncertainties that are not known to the Company or that the Company currently believes are not material, but which also may have a material adverse effect on its business, financial condition, operating results, or prospects. A purchase of any of the common shares involves a high degree of risk and should be undertaken only by purchasers whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in the common shares should not constitute a major portion of an individual’s investment portfolio and should only be made by persons who can afford a total loss of their investment. Prospective purchasers should carefully evaluate the following risk factors associated with an investment in the Company’s securities prior to purchasing any of the common shares.

Insufficient Capital

The Company does not currently have any revenue producing operations and may, from time to time, report a working capital deficit. To maintain its activities, the Company will require additional funds which may be obtained either by the sale of equity capital or by entering into an option or joint venture agreement with a third party providing such funding. There is no assurance that the Company will be successful in obtaining such additional financing. Failure to do so could result in the loss of the Company’s interest in the Project.

Financing Risks

The Company has no history of earnings and, due to the nature of its business, there can be no assurance that the Company will be profitable.

The only present source of funds available to the Company is through the sale of its securities. Even if the results of exploration are encouraging, the Company may not have sufficient funds to conduct the further exploration that may be necessary to determine whether or not a commercially mineable deposit exists on the Project, or any additional properties in which the Company may acquire an interest. While the Company may generate additional working capital through further equity offerings or, if applicable, through the sale or possible syndication of its property, there is no assurance that any such funds will be available on terms acceptable to the Company, or at all. If available, future equity financing may result in substantial dilution to share holders. At present, it is impossible to determine what amounts of additional funds, if any, may be required.

Limited Operating History and Negative Operating Cash Flow

The Company has no history of earnings and, due to the nature of its business, there can be no assurance that the Company will be profitable. The Company has paid no dividends on its common shares since incorporation and does not anticipate doing so. There are no known commercial quantities of mineral reserves on the Project.

The purpose of the private placement financing was to raise funds to carry out exploration and development on the Project. To the extent that the Company has a negative operating cash flow in future periods, the Company may need to allocate a portion of its cash reserves to fund such negative operating cash flow. The Company may also be required to raise additional funds through the issuance of equity or debt securities. The only present source of funds available to the Company is through the sale of its securities. Even if the results of exploration are encouraging, the Company may not have sufficient funds to fund further exploration that may be necessary to determine whether or not a commercially mineable deposit exists on its Project. While the Company may generate additional working capital through further equity offerings, there is no assurance that any such funds will be available on terms acceptable to the Company, or at all. If available, future equity financing may result in substantial dilution to holders of common shares. At present it is impossible to determine what amounts of additional funds, if any, may be required.

NEVADA LITHIUM RESOURCES INC. Management’s Discussion and Analysis For the years ended April 30, 2023 and 2022 (Expressed in Canadian dollars, except where noted)

If the Company is unable to generate revenues or obtain such additional financing, any investment in the Company may be lost. In such event, the probability of resale of the common shares purchased would be diminished.

Resale of Shares

The continued operation of the Company will be dependent upon its ability to generate operating revenues and to procure additional financing. There can be no assurance that any such revenues can be generated or that other financing can be obtained. If the Company is unable to generate such revenues or obtain such additional financing, any investment in the Company may be lost. In such event, the probability of resale of the common shares purchased would be diminished.

Price Volatility of Publicly Traded Securities

In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur. It may be anticipated that any quoted market for the common shares will be subject to market trends generally, notwithstanding any potential success of the Company in creating revenues, cash flows or earnings. The value of common shares issued upon the deemed exercise of special warrants will be affected by such volatility.

Title to Assets

Searches of mining records are carried out in accordance with mining industry practices to confirm satisfactory title to properties in which the Company holds or intends to acquire an interest, but the Company does not obtain title insurance with respect to such properties. The possibility exists that title to one or more of the properties, particularly title to undeveloped properties, might be defective because of errors or omissions in the chain of title, including defects in conveyances and defects in locating or maintaining such claims or concessions. The ownership and validity of mining claims and concessions are often uncertain and may be contested. The Company has taken and will continue to take all reasonable steps, in accordance with the laws and regulations of the jurisdictions in which their properties are located, to ensure proper title to its properties and to properties it may acquire in the future, either at the time of acquisition or prior to any major expenditures thereon. This, however, should not be construed as a guarantee of title. There are no assurances that the Company will obtain title. Both presently owned and afteracquired properties may be subject to prior unregistered agreements, transfers, land claims or other claims or interests.

In addition, third parties may dispute the rights of the Company to its respective mining and other interests. The Company will attempt to clear title and obtain legal opinions commensurate to the intended level of expenditures required on areas that show promise. There can be no assurance, however, that it will be successful in doing so.

Exploration and Development

Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production. The Project is considered to be in the early exploration and development stage. As of the date of this report, no compliant mineral resources have been identified at the Project. There is no certainty that further exploration and development will result in the identification of indicated, or measured resources, or probable or proven reserves, at the Project, or that if any mineral resources or reserves are defined at the Project that that the anticipated tonnages and grades will be achieved or that the indicated level of recovery will be realized.

The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection, the combination of which factors may result in the Company not receiving an adequate return of investment capital.

There is no assurance that the Company’s mineral exploration and development activities will result in any discoveries of commercial bodies of ore on the Project or elsewhere. The long-term profitability of the Company’s operations will in part be directly related to the costs and success of its exploration programs, which may be affected by a number of factors. Substantial expenditures are required to establish reserves through drilling and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis.

NEVADA LITHIUM RESOURCES INC. Management’s Discussion and Analysis For the years ended April 30, 2023 and 2022 (Expressed in Canadian dollars, except where noted)

Environmental Hazards

All phases of our operations with respect to the Project will be subject to environmental regulation. Environmental legislation involves strict standards and may entail increased scrutiny, fines and penalties for noncompliance, stringent environmental assessments of proposed projects and a high degree of responsibility for companies and their officers, directors, and employees. Changes in environmental regulation, if any, may adversely impact our operations and future potential profitability. In addition, environmental hazards may exist on the Project which is currently unknown. We may be liable for losses associated with such hazards or may be forced to undertake extensive remedial cleanup action or to pay for governmental remedial cleanup actions, even in cases where such hazards have been caused by previous or existing owners or operators of the property, or by the past or present owners of adjacent properties or by natural conditions. The costs of such cleanup actions may have a material adverse impact on our operations and future potential profitability.

Uninsurable Risks

In the course of exploration, development and production of mineral properties, certain risks may occur, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. These risks include environmental hazards, industrial accidents, explosions and third-party accidents, the encountering of unusual or unexpected geological formations, ground falls and cave-ins, mechanical failure, unforeseen metallurgical difficulties, power interruptions, flooding, earthquakes, and periodic interruptions due to inclement or hazardous weather conditions. These occurrences could result in environmental damage and liabilities, work stoppages, delayed production and resultant losses, increased production costs, damage to, or destruction of, mineral properties or production facilities and resultant losses, personal injury or death and resultant losses, asset write downs, monetary losses, claims for compensation of loss of life and/or damages by third parties in connection with accidents (for loss of life and/or damages and related pain and suffering) that occur on company property, and punitive awards in connection with those claims and other liabilities. It is not always possible to fully insure against such risks and the Company may decide not to take out insurance against such risks as a result of high premiums or other reasons. Liabilities that we incur may exceed the policy limits of insurance coverage or may not be covered by insurance, in which event we could incur significant costs that could adversely impact our business, operations, potential profitability or value. Despite efforts to attract and retain qualified personnel, as well as the retention of qualified consultants, to manage our interests, even when those efforts are successful, people are fallible and human error could result in significant uninsured losses to us. These could include loss or forfeiture of mineral interests or other assets for nonpayment of fees or taxes, significant tax liabilities in connection with any tax planning effort we might undertake and legal claims for errors or mistakes by our personnel Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the common shares.

Governmental and Environmental Regulations, Permits and Licenses

The future operations of the Company may require permits from various governmental and non-governmental authorities and will be governed by laws and regulations governing prospecting, development, mining, production, export, taxes, labour standards, occupational health, waste disposal, land use, environmental protections, mine safety and other matters. There can be no guarantee that the Company will be able to obtain all necessary permits and approvals that may be required to undertake exploration activity or commence construction or operation of mine facilities on the Project. The Company currently does not have any such permits in place.

The Company's operations are also subject to various laws, regulations, and permitting requirements governing the protection of the environment. Such environmental and other regulatory requirements affect the current and future operations of the Company, including exploration and development activities. Such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations may require the submission and approval of environmental impact assessments to be conducted before permits can be obtained and there can be no assurances that the Company will be able to obtain or maintain all necessary permits that may be required for operations to be conducted at economically justifiable costs. The cost of compliance has the potential to reduce the profitability of operations by increasing costs and delaying production.

Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

NEVADA LITHIUM RESOURCES INC. Management’s Discussion and Analysis For the years ended April 30, 2023 and 2022 (Expressed in Canadian dollars, except where noted)

There is no assurance that future changes to existing laws and regulations will not impact the Company. Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have material adverse impact on the Company and cause increases in capital expenditures or require abandonment or delays in development of new mining properties.

Competition

The mining industry is intensely competitive in all its phases and the Company competes with other companies that have greater financial resources and technical facilities. Competition could adversely affect the Company’s ability to acquire suitable properties or prospects in the future and to engage qualified personnel to explore and develop the Project.

Political Regulatory Risks with International Operations

Any changes in government policy may result in changes to laws affecting ownership of assets, mining policies, monetary policies, taxation, rates of exchange, environmental regulations, labour relations and return of capital. This may affect the Company's ability to undertake exploration and development activities in respect of present and future properties in the manner currently contemplated, as well as its ability to continue to explore, develop and operate those properties in which it has an interest or in respect of which it has obtained exploration and development rights to date. The possibility that future governments may adopt substantially different policies, which might extend to expropriation of assets, cannot be ruled out.

Foreign Exchange Rate Fluctuations

Fluctuations in currency exchange rates could have a significant effect on our result of operations. The Company does not currently engage in any hedging activities in connection with foreign currency requirements.

Fluctuating Mineral Prices

The Company’s revenues, if any, are expected to be in large part derived from the extraction and sale of industrial and base minerals and metals. Factors beyond the control of the Company may affect the marketability of metals discovered, if any. Metal prices have fluctuated widely, particularly in recent years. Consequently, the economic viability of any of the Company’s exploration projects cannot be accurately predicted and may be adversely affected by fluctuations in mineral prices. In addition, currency fluctuations may affect the cash flow which the Company may realize from its operations, since most mineral commodities are sold in the world market in United States dollars.

Shortages of Critical Parts, Equipment and Skilled Labour

Our ability to acquire critical resources such as input commodities, drilling equipment, tires, and skilled labour due to increased worldwide demand, may cause unanticipated cost increases and delays in delivery times, thereby impacting operating costs, capital expenditures and development schedules.

Conflicts of Interest

Directors of the Company are and may become directors of other reporting companies or have significant shareholdings in other mineral resource companies and, to the extent that such companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. The Company and its directors will attempt to minimize such conflicts. In the event that such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases, the Company will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict. Conflicts, if any, will be subject to the procedures and remedies as provided under the Business Corporations Act (British Columbia), as the case may be. Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest.

Claims and Legal Proceedings

We may be subject to claims or legal proceedings covering a wide range of matters that arise in the ordinary course of business activities, including claims relating to ex-employees. These matters may give rise to legal uncertainties or have unfavourable results. We will carry liability insurance coverage and mitigate risks that can be reasonably estimated. In addition, we may be involved in disputes with other parties in the future that may result in litigation or unfavourable resolution which could materially adversely impact our financial position, cash flow and results of operations.

NEVADA LITHIUM RESOURCES INC. Management’s Discussion and Analysis For the years ended April 30, 2023 and 2022 (Expressed in Canadian dollars, except where noted)

Risks Relating to the Market Price of Shares and Volatility

The common shares currently trade on the Canadian Securities Exchange and the OTCQB. Securities of microcap and smallcap companies have experienced substantial volatility in the past, often based on factors unrelated to the companies’ financial performance or prospects. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries. The price of the common shares is also likely to be significantly affected by short-term changes in mineral prices or in our financial condition or results of operations. Other factors unrelated to our performance that may affect the price of the common shares include the following: the extent of analytical coverage available to investors concerning our business may be limited if investment banks with research capabilities do not follow the Company; lessening in trading volume and general market interest in the common shares may affect an investor’s ability to trade significant numbers of common shares ; the size of our public float may limit the ability of some institutions to invest in common shares ; and a substantial decline in the price of the common shares that persists for a significant period of time could cause the common shares , if listed on an exchange, to be delisted from such exchange, further reducing market liquidity. As a result of any of these factors, the market price of the common shares at any given point in time may not accurately reflect our long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources. The fact that no market currently exists for the common shares may affect the pricing of the common shares in the secondary market, the transparency and availability of trading prices and the liquidity of the common shares. The market price of the common shares is affected by many other variables which are not directly related to our success and are, therefore, not within our control. These include other developments that affect the market for all resource sector securities, the breadth of the public market for our common shares and the attractiveness of alternative investments. The effect of these and other factors on the market price of the common shares is expected to make the Share price volatile in the future, which may result in losses to investors.

Personnel

The Company has a small management team, and the loss of any key individual could affect the Company’s business. Additionally, the Company will be required to secure other personnel to facilitate its exploration program on the Project. Any inability to secure and/or retain appropriate personnel may have a materially adverse impact on the business and operations of the Company.

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Nevada Lithium Resources Inc. — Management Reports 2023

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