Northcliff Resources Ltd.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED OCTOBER 31, 2019

NORTHCLIFF RESOURCES LTD. FOR THE YEAR ENDED OCTOBER 31, 2019 MANAGEMENT'S DISCUSSION AND ANALYSIS

1.1	Date................................................................................................................................. 3
1.2	Overview......................................................................................................................... 5
1.2.1	Sisson Tungsten‐Molybdenum Project........................................................................ 5
1.2.2	Financing........................................................................................................................ 8
1.2.3	Market Trends................................................................................................................ 9
1.3	Selected Annual Information...................................................................................... 11
1.4	Summary of Quarterly Results.................................................................................... 11
1.5	Results of Operations................................................................................................... 11
1.6	Liquidity........................................................................................................................ 12
1.7	Capital Resources......................................................................................................... 13
1.8	Off‐Balance Sheet Arrangements................................................................................ 13
1.9	Transactions with Related Parties.............................................................................. 13
1.10	Fourth Quarter............................................................................................................. 15
1.11	Proposed Transactions................................................................................................ 15
1.12	Critical Accounting Estimates..................................................................................... 15
1.13	Changes in Accounting Policies Including Initial Adoption...................................... 16
1.14	Financial Instruments and Other Instruments.......................................................... 16
1.14.1	Disclosure of Outstanding Share Data........................................................................ 16
1.14.2	Internal Controls over Financial Reporting and Disclosure Controls...................... 16
1.15	Risk Factors.................................................................................................................. 18

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NORTHCLIFF RESOURCES LTD. FOR THE YEAR ENDED OCTOBER 31, 2019 MANAGEMENT'S DISCUSSION AND ANALYSIS

1.1 Date

This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the audited consolidated financial statements (the “Financial Statements”) of Northcliff Resources Ltd. (“Northcliff” or the “Company”) for the year ended October 31, 2019, as publically filed on SEDAR at www.sedar.com.

The Company reports in accordance with International Financial Reporting Standards (“IFRS”). The following disclosure and associated financial statements are presented in accordance with IFRS. All monetary amounts herein are expressed in Canadian Dollars (“CAD”) unless stated otherwise.

This MD&A is prepared as of January 29, 2020.

Cautionary Note Regarding Forward Looking Statements

This discussion includes certain statements that may be deemed "forward‐looking statements" or “forward‐ looking information” within the meaning of Canadian and United States securities law.

Forward‐looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward‐looking statements. The assumptions used by Northcliff to develop forward‐looking statements include the following: the Sisson Project will obtain all interim and construction financing required to advance to construction, build and operate the mine, the Sisson Project will receive all required environmental and other permits for construction of the mine, the Sisson Project will achieve targeted production levels; study and development of the Sisson Project will continue to be positive; contracted parties will provide goods and/or services on the agreed timeframes; equipment necessary for construction and development is available and does not incur unforeseen breakdowns; no material labour slowdowns or strikes are incurred; plant and equipment functions as specified; geological or financial parameters do not necessitate future mine plan changes; our expectations of continued availability of capital and debt financing, and no geological or technical problems will occur. The factors include but are not limited to uncertainties and costs related to the Company’s exploration and development activities, such as those associated with determining whether mineral resources or reserves exist on a property; uncertainties related to feasibility studies that provide estimates of expected or anticipated costs, expenditures and economic returns from a mining project; uncertainties related to expected production rates, timing of production and the cash and total costs of production and milling; uncertainties related to the ability to obtain necessary licenses, permits, electricity, surface rights and title for development projects; operating and technical difficulties in connection with mining development activities; uncertainties related to the accuracy of our mineral reserve and mineral resource estimates and our estimates of future production and future cash and total costs of production, and the geotechnical or hydrogeological nature of ore deposits, and diminishing quantities or grades of mineral reserves; uncertainties related to unexpected judicial or regulatory proceedings; changes in, and the effects of, the laws, regulations and government policies affecting our mining operations, particularly laws, regulations and policies relating to mine expansions, environmental protection and associated compliance costs arising from exploration, mine development, mine operations and mine closures; expected effective future tax rates in jurisdictions in which our operations are located; the protection of the health and safety of mine workers; mineral rights ownership in countries where our mineral deposits are located; changes in general economic conditions, the financial markets and in the demand and market price for tungsten, molybdenum and other minerals and commodities, such as diesel fuel, coal, petroleum coke, steel, concrete, electricity and other forms of energy, mining equipment, and fluctuations in exchange rates, particularly with respect to the value of the U.S. Dollar and Canadian Dollar; unusual or unexpected formation, cave‐ins, flooding, pressures, and precious metals losses, or other similar events (and the risk of inadequate insurance or inability to obtain insurance to cover these risks); changes in accounting policies and methods we use to report our

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NORTHCLIFF RESOURCES LTD. FOR THE YEAR ENDED OCTOBER 31, 2019 MANAGEMENT'S DISCUSSION AND ANALYSIS

financial condition, including uncertainties associated with critical accounting assumptions and estimates; the exploration and development of properties located within First Nations treaty and Aboriginal groups asserted territories may affect or be perceived to affect treaty and asserted aboriginal rights and title, which may cause permitting delays or opposition by Aboriginal groups or communities, environmental issues and liabilities associated with mining including processing and stock piling ore; geopolitical uncertainty and political and economic instability in countries which we operate; and labour strikes, work stoppages, or other interruptions to, or difficulties in, the employment of labour in markets in which we operate mineral projects or mines, or environmental hazards, industrial accidents or other events or occurrences, including third party interference that interrupt the production of minerals in our mines. Forward‐looking statements are generally, but not always, identified by the use of forward‐looking terminology such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “projects”, “potential”, “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will be taken”, “occur” or “be achieved”.

The Company reviews its forward‐looking statements on an ongoing basis and updates this information when circumstances require it. For more information on the Company, investors should review the Company’s annual information form that is available on SEDAR at www.sedar.com.

Cautionary Note to U.S. Investors Concerning Resource and Reserve Estimates

The mineral reserves and other technical terms used in this management discussion and analysis are defined under the CIM Definition Standards on mineral resources and reserves (the “CIM Definition Standards”) adopted by the Canadian Institute of Mining, Metallurgy and Petroleum in 2014, in accordance with Canadian National Instrument 43‐101 ‐ Standards of Disclosure for Mineral Projects (“NI 43‐101”), as required by Canadian securities regulatory authorities. Although the Company is not subject to the reporting requirements of section 13(a) of section 15(d) of the United States Securities Exchange Act of 1934, as amended, the Company’s U.S. investors should be aware that the SEC has adopted amendments to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC, effective February 25, 2019 (the “SEC Modernization Rules”). The SEC Modernization Rules include the adoption of definitions which are “substantially similar” to the corresponding terms under the CIM Definition Standards under NI 43‐ 101. The SEC now recognizes estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” and has amended its definitions of “proven mineral reserves” and “probable mineral reserves to be “substantially similar” to the corresponding CIM Definitions. Accordingly, there is no assurance any mineral resources that we may report as measured mineral resources, indicated mineral resources and inferred mineral resources under 43‐101 would be the same had we prepared the resource estimates under the standards adopted under the SEC Modernization Rules. In addition, inferred mineral resources have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, United States investors are also cautioned not to assume that all or any part of the inferred mineral resources exist. In accordance with Canadian rules, estimates of inferred mineral resources cannot form the basis of feasibility or other economic studies, except in a Preliminary Economic Assessment as defined under NI 43‐101.

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NORTHCLIFF RESOURCES LTD. FOR THE YEAR ENDED OCTOBER 31, 2019 MANAGEMENT'S DISCUSSION AND ANALYSIS

1.2 Overview

For the purposes of the discussion below, references to the quarters are in relation to the Company’s fiscal reporting period, unless otherwise indicated.

Northcliff is a mineral exploration and development company focused on the Sisson Tungsten‐ Molybdenum Project (the “Sisson Project” or the “Project”), located in New Brunswick, Canada. Northcliff holds an 88.5% interest in the Sisson Limited Partnership (the “Sisson Partnership”), which owns the Sisson Project.

Northcliff acquired the Sisson Project in 2010, initially advancing resource, engineering, environmental and economic studies that led to a positive feasibility study, announced in 2013. The feasibility study proposes development of the Sisson Project as a 30,000 tonne per day (“tpd”) open pit mine and processing facility (further details in Section 1.2.1).

The Sisson Project received Environmental Impact Assessment (“EIA”) approvals from the Province of New Brunswick in December 2015 and from the Government of Canada in June 2017. Since that time, the Company’s staff and consultants have mainly been focused on the collection of information to finalize applications to acquire critical permits and leases that would support a production decision.

A key final federal authorization ‐ a Schedule 2 amendment under the federal Metal and Diamond Mining Effluent Regulations (”MDMER”) was received in July 2019. During this process for the authorization, designs regarding the placement of the tailings facility, the tailings technology to be used and the fish habitat compensation plan for the Sisson Project were thoroughly reviewed. Consultation with First Nations as well as a public comment period also took place, led by Environment Canada and Climate Change (“ECCC”).

In addition, engineering studies over the past two years have focused on optimizing metallurgical recoveries and mining parameters for the Project, with a view to reduce capital and operating costs.

Ongoing engagement with First Nations, members of local communities, representatives of the federal and provincial governments and other project stakeholders has continued as needed.

In 2020, Northcliff plans to focus on securing project financing. Once there is a clear path on this, then activities such as securing various ancillary permits required for construction and binding offtake contracts can be advanced.

1.2.1 Sisson Tungsten‐Molybdenum Project

The 18,880‐hectare Sisson property is located approximately 100 kilometres by road northwest of Fredericton, New Brunswick. The City of Fredericton is a centre for business, education and government services in the Province of New Brunswick. New Brunswick is a progressive mining jurisdiction, with a skilled workforce and well‐developed infrastructure.

Situated in an area of rolling topography, the Sisson Project area is readily accessible by highway from Fredericton and parts of the site are accessible by numerous secondary and forestry roads.

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NORTHCLIFF RESOURCES LTD. FOR THE YEAR ENDED OCTOBER 31, 2019 MANAGEMENT'S DISCUSSION AND ANALYSIS

High‐tension power lines from the provincial electrical grid cross the property. A rail line and siding are located 15 kilometres east of the Sisson deposit. The rail line and roads connect the Project to deep sea ports at Saint John to the south and Belledune to the north.

Northcliff acquired a controlling interest in the Sisson Project in October 2010 and initiated studies to support completion of a feasibility study. The Company acquired the remaining minority interest in June 2012 and became 100% owner of the Project. In October 2013, Northcliff transferred its mineral property interest in the Sisson Project into the Sisson Partnership and its economic interest in the Sisson Project was reduced to 88.5% pursuant to the Sisson Project Limited Partnership Agreement (see 1.2.2 Financing).

Geology

The Sisson Project hosts a structurally‐controlled deposit that obliquely spans a north‐trending, nearly vertical contact between two phases of the Howard Peak Granodiorite to the west and metavolcanic and metasedimentary rocks to the east. Tungsten and molybdenum mineralization occurs mainly as scheelite[1] and molybdenite, respectively, within narrow, sheeted, northwest‐ trending quartz‐sulphide veins, which surround larger, north‐trending shear veins.

Feasibility and Basic Engineering Studies

Samuel Engineering, Inc., and other specialist engineering firms completed a Feasibility Study[2] (the “Study”) for the Sisson Project in early 2013. In the Study, the Sisson Project is defined as a 30,000 tpd open pit mine with conventional ore processing facilities, supplemented by value‐added on‐site processing of tungsten concentrates in an ammonium paratungstate (“APT”) plant. The mine would produce an average of 557,000 metric tonne units (“mtu”) WO3 in APT and 4.1 M lb Mo in concentrate, annually, over a 27‐year mine life. The Study anticipates an initial capital expenditure (including 15% contingency) of $579 million and average cash costs of APT production of $8.18/t milled or $153/mtu (net of Mo credits), with a post‐tax net present value (at an 8% discount rate) of $418 million, an internal rate of return of 16.3% and a 4.5‐year payback.

1 Scheelite (CaWO4) is an ore mineral of tungsten; molybdenite (MoS2) is an ore mineral of molybdenum.

2 The 2013 Feasibility Study and Canadian National Instrument 43‐101 Technical Report on the Sisson Project, New Brunswick, Canada, Effective Date January 22, 2013 (the “Technical Report”):

Assumptions used include average long‐term metal prices of US$350/mtu for APT and US$15/lb for Mo and US$:$C exchange rates of 1:1 for capital cost estimates, and 0.98‐0.92:1 (years 1‐4) and 0.90:1 (year 5+) for the financial analysis. Results presented are based on a 100% interest.
At an US$8.83/t NSR cut‐off, Proven and Probable Mineral Reserves are 334,363,000 tonnes grading 0.066% WO3 and 0.021% Mo.
Further details are provided in the Technical Report and in the Company’s 2018 AIF filed at www.sedar.com.
Independent Qualified Persons for the Technical Report are David W. Rennie, PEng, Roscoe Postle Associates, Inc., Jim Gray, PEng, Moose Mountain Technical Services, Daniel Freidman, PEng, Knight Piesold Consulting, Matt Bolu, PEng, Bolu Consulting Engineering, Inc., Gene Greskovich, PE, and Steven Pozder, PE, Samuel Engineering, Inc.

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NORTHCLIFF RESOURCES LTD. FOR THE YEAR ENDED OCTOBER 31, 2019 MANAGEMENT'S DISCUSSION AND ANALYSIS

Since completion of the Feasibility Study, Northcliff and its consultants advanced basic engineering studies of the plant site and associated infrastructure, tailings storage facility and water management systems, open pit mine and water treatment facilities. In addition, in 2015 NB Power completed a study along the proposed route and refined the design for a 138 kV transmission line. Geochemical analyses relating for the waste disposal and water treatment facilities were completed in 2016.

More recently, engineering studies have focused on optimizing metallurgical recoveries and mining parameters for the Project. A multi‐year metallurgical optimization program, planned and supervised by Bomenco Minerals Engineering & Consulting Inc., has been undertaken, including testwork designed to produce a market grade of tungsten concentrate produced while maintaining optimal tungsten recoveries from the proposed concentrator for the Sisson Project. The work, which took place at the Lakefield, Ontario facility of SGS Mineral Services Canada, is substantially advanced and will be finalized once the Company’s work toward permits is complete.

Environmental Studies

Northcliff has undertaken studies of air quality, acoustics, surface and groundwater resources, environmental geochemistry, terrestrial and aquatic habitats, fish and wildlife, wetlands, land and resource uses, heritage resources, socio‐economics, and traditional Aboriginal land uses since 2011. The results were used for project planning and design and to prepare the EIA Report, and will also provide the baseline data for environmental monitoring during mine construction and operation.

Between mid 2013 and 2017, the Sisson Project progressed through a Harmonized Federal and Provincial Environmental Assessment process; Provincial and federal approvals were received in December 2015 and June 2017, respectively. Work toward authorizations under MDMER to list the Sisson Project Tailings Storage Facility (“TSF”), the mining lease from the Province under the Mining Act and a Crown Lease have been the primary focus of the Sisson Partnership since the EIA approvals were received. The Company’s technical team continued with work needed to progress the applications. The Sisson Partnership supported the government and also participated in consultation sessions with First Nations and the public held by ECCC for the authorization of the amendment of Schedule 2 under the Fisheries Act in 2018 and 2019, and provided responses to written questions submitted to ECCC from the government agencies, First Nations and other members of the public. Proposed amendments to the MDMER Schedule 2 for the Sisson Project were posted in the federal gazette on February 19, 2019 and a 30‐day public comment period concluded March 18, 2019. The Schedule 2 authorization was received in July 2019.

The Company submitted the application for a Crown Lease early in 2018. The Sisson Partnership is also advancing the application for the mining lease and other subsidiary permits.

Community and Stakeholder Engagement

Northcliff has conducted an extensive and ongoing engagement program with representatives of government agencies, local communities, First Nations and other project stakeholders in New Brunswick since early in its involvement with the Project. Public outreach to date has included numerous public open houses, project and Company websites, regular newsletters, community focus

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NORTHCLIFF RESOURCES LTD. FOR THE YEAR ENDED OCTOBER 31, 2019 MANAGEMENT'S DISCUSSION AND ANALYSIS

groups and community giving as well as extensive consultation and discussion during the environmental assessment process.

Northcliff, the Sisson Partnership and Woodstock First Nation (“WFN”) signed a Cooperation Agreement (the “Agreement”), also known as an Impact Benefits Agreement, in March 2017. The Agreement addresses various matters including:

Cooperative engagement with government on regulatory matters;
Environmental protection provisions;
Scholarships and capacity building opportunities for WFN members;
Employment, training and contracting opportunities for WFN members during the construction and operation phases of the Sisson Project; and
Financial benefits.

Public, stakeholder and First Nations engagement is facilitated through the Fredericton office. Consistent with its commitment to responsible mineral development, the Sisson Partnership intends to continue outreach through all stages of development, operation and closure of a mine at Sisson.

Plans for 2020

1.2.2 Financing

In October 2013, Northcliff entered into an agreement with Todd Minerals Ltd., a subsidiary of the Todd Corporation (together referred to herein as the “Todd Group”), and completed a $5 million private placement, acquiring 13,888,889 common shares of Northcliff and becoming its largest shareholder with an initial 15.2% interest. Northcliff and the Todd Group also entered into the Sisson Project Limited Partnership agreement in October 2013 whereby the Todd Group acquired an initial 11.5% interest in the Sisson Partnership for an initial contribution of $14 million in the Sisson Project, received in staged contributions over the period of October 2013 to October 2014. Moving forward, the Sisson Project development costs may be funded by the partners in proportion to their respective ownership interest in the Sisson Partnership. Under the Partnership agreement, the Todd Group also has the option to earn an additional 10% interest in the Sisson Partnership by investing $20 million in the Sisson Partnership at any time up to a final investment decision to commence construction.

Since October 2013, the Todd Group has participated in several additional financings and currently holds a 36.3% interest in Northcliff.

Among other financing activities of the Company during 2017 as described in the Company’s MD&A for the year ended October 31, 2017, in June 2017 Northcliff completed a private placement, issuing 2,076,923 common shares at a price of $0.13 per share for gross proceeds of $270,000. The Company agreed that the Todd Group could exercise its pre‐emptive right for this financing in a subsequent financing of the Company by issuing such number of Common Shares to which the latter would have otherwise been entitled.

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NORTHCLIFF RESOURCES LTD. FOR THE YEAR ENDED OCTOBER 31, 2019 MANAGEMENT'S DISCUSSION AND ANALYSIS

After the end of the of the reporting period, on January 29, 2020, the Company announced that it has arranged a private placement of 17,375,600 Common Shares at a price of $0.05 per Common Share with the Todd Group for gross proceeds to the Company of $870,000.

Todd currently owns a total of 61,828,998 Common Shares in the capital of Northcliff, and after its participation in the private placement financing will hold 79,204,598 Common Shares or a 41% interest in the Company.

The Common Shares issued are subject to applicable resale restrictions, including a four month hold period under Canadian securities rules. The private placement is subject to execution of definitive agreements with investors and customary closing conditions including final Toronto Stock Exchange approval.

1.2.3 Market Trends

The information in the Market Trends section is based on calendar years. Tungsten is quoted as the intermediary product called APT, and priced in US$ per mtu (one mtu represents 10 kilograms of WO3).

China provides a significant portion of global tungsten supply as well as holding the world’s largest tungsten reserves. China is also the world’s largest single consumer of tungsten and, as such, its use of tungsten has an important influence on tungsten markets.

Following two years of increasing prices for APT, prices steadily declined from 2012 to 2016. The long period of lower prices caused the supply of tungsten concentrate to fall more into line with demand; however, in 2016 and 2017, a notable shortfall prevailed. Current concentrate supply in the West is tight, and forecasters suggested that this may continue into 2019. The APT price did trend upward in 2018, but then decreased from mid‐August through February 2019. APT was trading above a price of US$270/mtu from mid‐March to mid‐June 2019 before decreasing over the next three months. Prices rebounded in mid‐September 2019 and have been steady since that time at around US$230/mtu.

After three years of stronger prices, molybdenum largely decreased in 2015 and 2016 due to by‐ product supply from large new copper mines. Molybdenum prices increased in 2017 and through most of 2018, and were steady from September to December 2018. Prices had varied only slightly in 2019, before dropping, significantly, in September. Molybdenum prices have rebounded somewhat since that time.

Average annual tungsten and molybdenum prices over the past five years are tabulated below.

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NORTHCLIFF RESOURCES LTD. FOR THE YEAR ENDED OCTOBER 31, 2019 MANAGEMENT'S DISCUSSION AND ANALYSIS

Year	Average APT Price (US$/mtu)(1)	Average Mo Price (US$/lb)(1,2)
2015	234	6.58
2016	195	6.48
2017	300	8.20
2018	310	11.94
2019	242	11
2020 (to the date of this MDA)	230	8

Sources:

APT prices 2015‐2020, Mo prices 2015‐2017 ‐ www.metals.argusmedia.com
Mo prices 2018‐2020 ‐ Platts Metals

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NORTHCLIFF RESOURCES LTD. FOR THE YEAR ENDED OCTOBER 31, 2019 MANAGEMENT'S DISCUSSION AND ANALYSIS

1.3 Selected Annual Information

The following information is derived from the Company’s annual financial statements which have been prepared in accordance with IFRS as issued by the IASB effective for the respective reporting years of the Company and are expressed in thousands of Canadian Dollars, except per share amounts. The Company’s audited financial statements are publically available on SEDAR at www.sedar.com.

The Company’s audited financial statements are public	ally	available o	n SE	DAR at ww	w.se	dar.com.
($ 000’s, except loss per share)		2019		2018		2017
Total assets	$	27,398	$	28,333	$	29,348
Total liabilities (all current)	$	459	$	249	$	244
Net loss attributable to shareholders of the Company	$	1,401	$	1,398	$	1,479
Basic and diluted loss per common share	$	0.01	$	0.01	$	0.01

The Company’s total assets fluctuate with cash raised from financing activities and cash used in operating activities. The total liabilities generally fluctuate with levels of activities relating to the Sisson Project.

The changes in net loss and loss per share (basic and diluted) followed the trend in the Company’s mineral development activities and advancement of the Sisson Project and have been described further in the following sections of the MD&A.

1.4 Summary of Quarterly Results

Amounts are expressed in thousands of Canadian Dollars, except per share amounts. Minor differences are due to rounding.

($ 000’s)	Fiscal quarter ended
	Oct 31, Jul 31, Apr 30, Jan 31, Oct 31, Jul 31, Apr 30, Jan 31, 2019 2019 2019 2019 2018 2018 2018 2018
Net loss attributable to shareholders of the Company: Total loss 333 $ 352 $ 321 $ 395 $ 288 $ 343 $ 387 $ 379 $ Loss per share(i) – $ – $ – $ – $ – $ – $ – $ – $ Weighted average number of common shares: (‘000’) 173,756 173,756 173,756 173,756 173,756 173,756 172,570 171,356

(i) Loss per share represents basic as well as diluted and is rounded to the nearest cent.

Net loss generally follows the trend and activity for mineral development and project advancement of the Sisson Project.

1.5 Results of Operations

The following financial data is expressed in the nearest thousand Canadian Dollars unless otherwise stated.

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NORTHCLIFF RESOURCES LTD. FOR THE YEAR ENDED OCTOBER 31, 2019 MANAGEMENT'S DISCUSSION AND ANALYSIS

The Company’s operations and business are not driven by seasonal trends, but rather the achievement of project milestones such as the achievement of various technical, environmental, socio‐economic and legal objectives, including obtaining the necessary permits and regulatory approvals, completion of feasibility and engineering studies, preparation of engineering designs, commencement of mine construction and production and receipt of financing to fund these objectives.

The analysis herein is based on total expenditures, including amounts attributable to non‐controlling interests.

Results of Operations

During the year ended October 31, 2019, the Company recorded a net loss of $1,457,000 compared to a net loss of $1,463,000 during the year ended October 31, 2018. Of the current year’s net loss, $1,401,000 was attributable to shareholders of the Company compared to $1,398,000 during the same period of the prior year. The decrease in net loss was due primarily to a decrease in general and administration expenses during the current year.

To conserve its cash, the Company has granted to its directors Deferred Share Units (“DSU”) and Restricted Share Units (“RSU”) in lieu of director fees in current year as well as in the year period.

The Company recorded general and administration expenses of $873,000 and project management and financing expenses of $400,000 for the current year, consistent with the amount recorded for the prior year of $933,000 and $391,000 respectively.

Financial position

The Company’s total assets as at October 31, 2019 decreased to $27,398,000 compared to $28,333,000 as at October 31, 2018 mainly due to utilization of cash in the Company’s operating activities.

Deferred mineral development costs incurred during the period were as follows:

	Year ended October 31,
	2019 2018
Engineering and design Environmental and permitting Community and sustainability	68,259 $ 190,015 $ 295,233 312,283 270,550 284,568
Total	634,042 $ 786,866 $

1.6 Liquidity

At October 31, 2019, the Company had a cash and cash equivalents balance of $1,139,000 (October 31, 2018 – $2,713,000) and a working capital of $735,000 (October 31, 2018 – $2,512,000), which will allow the Company, in the near‐term, to maintain mineral claims in good standing, continue

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NORTHCLIFF RESOURCES LTD. FOR THE YEAR ENDED OCTOBER 31, 2019 MANAGEMENT'S DISCUSSION AND ANALYSIS

engineering optimization studies, prepare and advance permitting applications, pursue project finance interest, advance offtake interest in the products, as well as fund the Company’s ongoing general administrative and management expenses.

Further advancement and development of the Sisson Project will require additional funding from a combination of the Company’s shareholders, the Sisson Partnership’s existing or potential new partners, alternative capital providers, and debt financing. As the Sisson Project is currently in the development stage, the Sisson Partnership does not have any revenues from operations, except for interest income from its cash and cash equivalents. Therefore, the Sisson Partnership relies on funding from its partners to fund expenditures, maintain liquidity and meet its obligations.

The Company does not have any material capital lease obligations, purchase obligations or any other long‐term obligations.

The following commitments and financial liabilities existed at October 31, 2019, rounded to the nearest thousand:

nearest thousand:
Total	Payments due by period
	≤1year 1‐5years > 5years
Amounts payable and other liabilities 202,000 $ Amountspayable to a relatedparty 257,000	202,000 $ – $ – $ 257,000 – –
Total 459,000 $	459,000 $ – $ – $

1.7 Capital Resources

The Company’s current capital resources consist of its cash reserves. To date, the Company’s main source of funding has been through the issuance of equity securities for cash, primarily through private placements to investors and institutions, loans from a director, and through the cash contributions made to the Sisson Partnership by the Todd Group. The Company’s access to development and project financing is always uncertain. There can be no assurance of continued access to significant equity, debt or alternative sources of funding to finance the Company’s ongoing operations.

The Company has no lines of credit or other sources of financing which have been arranged but are as yet unused. There were no externally imposed capital requirements to which the Company is subject to and with which the Company has not complied.

1.8 Off‐Balance Sheet Arrangements

None.

1.9 Transactions with Related Parties

Hunter Dickinson Inc. (“HDI”) and its wholly‐owned subsidiary, Hunter Dickinson Services Inc. ("HDSI"), are private companies established by a group of mining professionals engaged in advancing

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NORTHCLIFF RESOURCES LTD. FOR THE YEAR ENDED OCTOBER 31, 2019 MANAGEMENT'S DISCUSSION AND ANALYSIS

mineral properties for a number of publicly‐listed exploration companies, one of which is the Company.

The following directors or officers of the Company also have a role within HDSI:

Individual	Role within the Company	Role within HDSI
Marchand Snyman	Director, Chairman	Director
Robert Dickinson	Director	Director
Christopher Zahovskis	Director, President, Chief Executive Officer	Employee
AndrewIng	Chief FinancialOfficer	Employee
Trevor Thomas	Corporate Secretary	GeneralCounsel

Pursuant to a services agreement dated July 2, 2010 which was reviewed and approved by the Company’s independent directors, HDSI provides technical, geological, corporate communications, regulatory compliance, and administrative and management services to the Company, on a non‐ exclusive basis as required and as requested by the Company. As a result of this relationship, the Company benefits from access to a range of diverse and specialized expertise on a regular basis, without having to engage or hire full‐time employees or experts, and from the economies of scale created by HDSI which itself serves several clients.

The Company is not obligated to acquire any services from HDSI. The monetary amount of the services received from HDSI in a given period of time is a function of annually set and agreed charge‐ out rates for and the time spent by the HDSI employees engaged by the Company.

HDSI also incurs third‐party costs on behalf of the Company. Such third‐party costs include, for example, directors and officers insurance, travel, conferences, technology and communication services. Third‐party costs are billed at cost, without markup.

There are no ongoing contractual or other commitments resulting from the Company's transactions with HDSI, other than the payment for services already rendered and billed. The agreement may be terminated upon 60 days' notice by either of the Company or HDSI.

The details of transactions with HDSI and the balance due to HDSI as a result of such transactions are provided in the Annual Financial Statements, along with the required disclosure of remuneration of key management personnel of the Company.

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NORTHCLIFF RESOURCES LTD. FOR THE YEAR ENDED OCTOBER 31, 2019 MANAGEMENT'S DISCUSSION AND ANALYSIS

1.10 Fourth Quarter

For the quarter ended October 31 2019 2018	For the quarter ended October 31 2019 2018
	2019 2018
Project management and financing General and administration Equity‐settled share‐based payments	99,949 $ 88,193 $ 170,026 187,861 82,366 42,449
Interest income Foreign exchangegain	(352,341) (318,503) 6,915 14,107 (509) 3,026
Net loss for the quarter Loss for the quarter attributable to shareholders of the Company: Loss in total Loss per share (basic and diluted – rounded to the nearest cent) Weighted average number of common shares outstanding	(345,935) $ (301,370) $ (333,440) $ (288,133) $ (0.00) $ (0.00) $ 173,756,229 173,756,229

The increase in net loss during the fourth quarter of fiscal year 2019, compared to the loss during the same quarter of the prior year, is mainly due to an increase in equity‐settled share‐based payments relating of the share purchase option granted by the Company to its directors, officers, and employees during the current quarter.

1.11 Proposed Transactions

There are no proposed assets or business acquisitions or dispositions, other than those in the ordinary course of business.

1.12 Critical Accounting Estimates

The required disclosure is provided in the Financial Statements, which are publicly filed on SEDAR at www.sedar.com..

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NORTHCLIFF RESOURCES LTD. FOR THE YEAR ENDED OCTOBER 31, 2019 MANAGEMENT'S DISCUSSION AND ANALYSIS

1.13 Changes in Accounting Policies Including Initial Adoption

The required disclosure is provided in the Financial Statements, which are publicly filed on SEDAR at www.sedar.com.

1.14 Financial Instruments and Other Instruments

The required disclosure is provided in the Financial Statements, which are publically filed on SEDAR at www.sedar.com. The Company’s liquidity position have been analyzed in section 1.6 Liquidity above.

1.14.1 Disclosure of Outstanding Share Data

The following details the share capital structure as at the date of this MD&A:

	Number
Common shares	191,131,829
Share purchase options	5,700,800
Restricted Share Units	2,710,565
Deferred Share Units	2,307,940

1.14.2 Internal Controls over Financial Reporting and Disclosure Controls

Disclosure Controls and Procedures

The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in reports it files is recorded, processed, summarized and reported, within the appropriate time periods and is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Controls over Financial Reporting Procedures

The Company's management, including the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of the Chief Executive Officer and Chief Financial Officer, the Company’s internal control over financial reporting is a process designed to provide reasonable assurance

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NORTHCLIFF RESOURCES LTD. FOR THE YEAR ENDED OCTOBER 31, 2019 MANAGEMENT'S DISCUSSION AND ANALYSIS

regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with IFRS. The Company's internal control over financial reporting includes those policies and procedures that:

a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the company; and
c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the consolidated financial statements.

There has been no change in the design of the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting during the period covered by this Management’s Discussion and Analysis.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of October 31, 2019. In making the assessment, it used the criteria set forth in the Internal Control‐Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on their assessment, management has concluded that, as of October 31, 2019, the Company’s internal control over financial reporting was effective based on those criteria.

Limitations of Controls and Procedures

The Company’s management, including its Chief Executive Officer and Chief Financial Officer, believe that any system of disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision‐ making can be faulty and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

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NORTHCLIFF RESOURCES LTD. FOR THE YEAR ENDED OCTOBER 31, 2019 MANAGEMENT'S DISCUSSION AND ANALYSIS

1.15 Risk Factors

The required disclosure is provided in the “Risk Factors” section of the Company’s Annual Information Form (“AIF”) for the year ended October 31, 2019. Management has not identified any additional risk factors other than the disclosure provided in the AIF.

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Northcliff Resources Ltd. Management Reports 2020

46669_rns_2020-01-29_722c9003-ef80-46ce-9eba-5cb3ed59db7f.pdf