Northcliff Resources Ltd. — Management Reports 2025

Sep 15, 2025

Northcliff Resources Ltd.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED JULY 31, 2025

---

NORTHCLIFF RESOURCES LTD.
FOR THE NINE MONTHS ENDED JULY 31, 2025
MANAGEMENT'S DISCUSSION AND ANALYSIS

TABLE OF CONTENTS

1.1 Date ... 3
1.2 Overview ... 5
1.2.1 Sisson Tungsten-Molybdenum Project ... 6
1.2.2 Financing ... 8
1.2.3 Market Trends ... 9
1.3 Selected Annual Information ... 10
1.4 Summary of Quarterly Results ... 10
1.5 Results of Operations ... 11
1.6 Liquidity ... 12
1.7 Capital Resources ... 12
1.8 Off-Balance Sheet Arrangements ... 13
1.9 Transactions with Related Parties ... 13
1.10 Fourth Quarter ... 14
1.11 Proposed Transactions ... 14
1.12 Critical Accounting Estimates ... 14
1.13 Changes in Accounting Policies Including Initial Adoption ... 14
1.14 Financial Instruments and Other Instruments ... 14
1.14.1 Disclosure of Outstanding Share Data ... 14
1.14.2 Internal Controls over Financial Reporting and Disclosure Controls ... 14
1.15 Other MD&A Requirements ... 16

---

NORTHCLIFF RESOURCES LTD.
FOR THE NINE MONTHS ENDED JULY 31, 2025
MANAGEMENT'S DISCUSSION AND ANALYSIS

1.1 Date

This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the unaudited condensed consolidated interim financial statements (the “Financial Statements”) of Northcliff Resources Ltd. (“Northcliff” or the “Company”) for the nine months ended July 31, 2025 and the audited consolidated financial statements for the year ended October 31, 2024 and related MD&A as publicly filed on SEDAR+ at www.sedarplus.ca.

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 September 15, 2025.

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.

All statements, other than statements of historical facts, that address the use of the United States Department of Defense (“US DoD”) funds, and Government of Canada funds, if awarded; advancement of the Sisson Project towards a construction decision. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. The assumptions used by Northcliff to develop forward-looking statements include the following: the actual receipt of funds from US DoD and the Government of Canada, the Company’s ability to arrange the necessary financing beyond the US DoD funding and Government of Canada funding to construct the Sisson Project, the receipt of all necessary regulatory approvals for the construction and operation of the Sisson Project; the relevant laws and regulations in Canada and the US; studies and development of the Sisson Project will continue to be positive; our expectations of continued availability of capital and debt financing, and no geological or technical problems will occur. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. These factors include the risks that may interfere with the Company’s ability to continue development of the Sisson Project, the Company may not be able to finance and develop the Sisson Project on favourable terms or at all, relevant regulatory changes, uncertainties with respect to the receipt or timing of required permits, approvals and agreements for the development of the Sisson Project, the Company may not be able to secure offtake agreements for the metals to be produced at the Sisson Project, the inherent risks involved in the exploration and development of mineral properties and in the mining industry in general, the financial markets and in the demand and market price for tungsten, molybdenum and other minerals and commodities, and fluctuations in exchange rates, particularly with respect to the value of the US Dollar and Canadian Dollar; 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 stockpiling; changes in government policies regarding mining and natural resource exploration and exploitation, continued availability of capital and financing, and general economic, market or business conditions, as well as risks relating to the uncertainties with respect to conflicts in Ukraine and the Middle East. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. The Company reviews its forward-looking statements on an ongoing basis and updates this information when circumstances require it. For more

---

NORTHCLIFF RESOURCES LTD.
FOR THE NINE MONTHS ENDED JULY 31, 2025
MANAGEMENT'S DISCUSSION AND ANALYSIS

information on the Company, investors should review the Company's annual information form that is available on its profile at www.sedarplus.ca.

Cautionary Note to U.S. Investors Concerning Resource Estimates

The mineral resource 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 (the "SEC Modernization Rules") with definitions of "measured mineral resources", "indicated mineral resources" and "inferred mineral resources" and has amended its definitions of which are "substantially similar" to the corresponding terms under the CIM Definition Standards under NI 43-101. Accordingly, there is no assurance any mineral resources that we may report under 43-101 would be the same had we prepared the resource estimates under the standards adopted under the SEC Modernization Rules.

-4-

---

NORTHCLIFF RESOURCES LTD.
FOR THE NINE MONTHS ENDED JULY 31, 2025
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"). Northcliff holds an 88.5% interest in the Sisson Limited Partnership (the "Sisson Partnership"), which owns the Sisson Project.

Located near tidewater on the southeastern coast of Canada in New Brunswick, the Sisson Project hosts a deposit with the Critical Mineral tungsten and the strategic mineral molybdenum. Northcliff advanced resource, engineering, environmental and economic studies that culminated in a positive feasibility study in 2013, then progressed the project through provincial and federal environmental assessment and other processes to gain key approvals. The Company developed a detailed work program and is currently focused on advancing the project through the pre-construction phase.

Subsequent to quarter end in August 2025, Northcliff announced that it had received final approval from Natural Resources Canada ("NRCan") whereby NRCan will provide contribution funding for up to C$8.214 million in support of the costs for the update of the Feasibility Study ("FS Update") and basic engineering through the Global Partnerships Initiative ("GPI"). The objectives of the work being funded by NRCan are to build on and complement the programs being supported by the United States Department of Defense ("US DoD").

In May 2025, Northcliff announced that the US DoD had awarded the Company US$15 million (~C$20.7 million)¹ under the Defense Production Act ("DPA") Title III program to expand tungsten's domestic capacity, sustainment of its critical production and address vulnerability in the Critical Minerals supply chain in the United States and Canada. The US DoD funding from the DPA Title III program and the Government of Canada's funding under the GPI, totalling up to ~C$29 million (US$20.9 million) will be used to update the feasibility study as well as support related pre-construction work programs.

Several aspects of the detailed work plan are in progress. These include the FS Update and Front-End Basic Engineering activities, which are designed to provide the necessary economic and technical

-5-

---

NORTHCLIFF RESOURCES LTD. FOR THE NINE MONTHS ENDED JULY 31, 2025 MANAGEMENT'S DISCUSSION AND ANALYSIS

information to support a construction decision. Additionally, detailed project development planning, project finance and offtake engagement activities have been initiated.

1.2.1 Sisson Tungsten-Molybdenum Project

The 14,140-hectare Sisson property is located approximately 100 kilometres by road northwest of Fredericton, New Brunswick. The property is comprised of three mineral leases, which are renewed annually as they come due.

Fredericton is the capital of the Province of New Brunswick and a centre for business, education and government services. New Brunswick has a long history as a 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 and parts of the site are accessible by numerous secondary and forestry roads. High-tension power lines that are part of 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-water seaports at Saint John to the south and Belledune to the north.

Northcliff acquired a controlling interest in the Sisson Project in October 2010. The Company acquired the remaining minority interest in June 2012 and became 100% owner of the Project. In October 2013, Northcliff transferred its Sisson Project mineral property interest into the Sisson Partnership, and its economic interest in the Sisson Project became 88.5% pursuant to the Sisson Partnership.

Community and 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. The Company facilitates public, stakeholder and First Nations engagement through its project team in New Brunswick. 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.

Agreements related to the Sisson Project

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.

---

NORTHCLIFF RESOURCES LTD.
FOR THE NINE MONTHS ENDED JULY 31, 2025
MANAGEMENT'S DISCUSSION AND ANALYSIS

Additionally, the provincial government and New Brunswick's six Maliseet First Nations concluded the Sisson Mine Accommodation Agreement, an agreement concerning the development of the Sisson Mine Project in January 2017.

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 scheelite² and molybdenite, respectively, within narrow, sheeted, northwest-trending quartz-sulphide veins that surround larger, north-trending shear veins.

Engineering Studies

Further to the Overview, in the 2013 feasibility study the Sisson Project was proposed as an open pit mine with conventional processing facilities, supplemented by value-added on-site processing of tungsten concentrates in an ammonium paratungstate ("APT") plant. The Company has now embarked on the studies to advance the project. Work to update the feasibility study is fully underway and other aspects of the planned pre-construction work program have been initiated. These include multiple engineering workstreams and studies required to meet the technical conditions associated with Northcliff's in-hand environmental approvals, as well as detailed project development planning, project finance and offtake engagement.

Environmental Studies and Permitting

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, socioeconomics, and traditional Aboriginal land uses were undertaken, beginning in 2011. Following completion of the 2013 feasibility study, project work was focused for several years on activities related to permitting, resulting in several milestones:

• Environmental Impact Assessment ("EIA") approvals were received from the province of New Brunswick in 2015 and from the government of Canada in 2017;
• The Metal and Diamond Mining Effluent Regulation Schedule 2 amendment ("MDMER") authorization process was completed in July 2019;
• The Sisson Fisheries Act Authorization application and Off-setting/Fish Habitat Compensation Plan process was completed, and a HADD Authorization under the Fisheries Act issued by the government of Canada in October 2020; and
• In November 2022, the government of New Brunswick approved a three-year extension to the construction commencement timeline for the Sisson Project to December 3, 2025.

² Scheelite (CaWO₄) is an ore mineral of tungsten; molybdenite (MoS₂) is an ore mineral of molybdenum.

---

NORTHCLIFF RESOURCES LTD.
FOR THE NINE MONTHS ENDED JULY 31, 2025
MANAGEMENT'S DISCUSSION AND ANALYSIS

The Company is consulting with the New Brunswick government with the objective to extend the deadline under the provincial EIS for the commencement of construction to enable it to complete the program underway that would support a construction decision.

1.2.2 Financing

September 2025 Loan

Subsequent to quarter end in September 2025, the Company announced it entered into a secured loan agreement (the "Loan" or the "Loan Funding") in the amount of C$3.5 million with Todd Sisson (NZ) Limited ("Todd"), a subsidiary of the Todd Corporation, the Company's largest shareholder. The Loan is a secured loan facility in the amount of C$3,500,000, will bear interest at the prime rate (as established by the Royal Bank of Canada) plus 6% per annum, and has a term of up to 6 months, with the interest payable at maturity. The loan and accrued interest are repayable at any time by the Company without penalty but must be settled at the earlier of a) maturity or b) on the date upon which the Company draws down from a convertible loan agreement to be entered into between Northcliff and Todd at a later date.

The Loan is exempt from the formal valuation and disinterested shareholder approval requirements of MI 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") pursuant to the de minimis exemption contained therein. The terms of the Loan are also subject to regulatory approval.

The Loan Funding will be used to settle all current and accrued liabilities and payables relating to HDSI and director fees; reimburse review period for eligible expenditures in conjunction with certain United States and Canadian governmental critical minerals programs, including GPI funding awarded by Natural Resources Canada and DPA Title III funding awarded by the United States DoD; expenditures that are ineligible under such programs, but which are necessary to the operations of Northcliff; certain developmental costs in connection with the Sisson Project; and general working capital purposes.

June 2025 Private Placement Financing

In June 2025, the Company announced that it had closed a non-brokered private placement (the "Private Placement") of 19,842,128 common shares of the Company ("Common Shares") at a price of C$0.06 per Common Share (based on the five day VWAP of the Common Shares for the five trading days ended May 29, 2025) for gross proceeds of C$1,190,528. The Common Shares issued are subject to applicable resale restrictions, including a hold period of four months and one day from the closing of the Private Placement under Canadian securities rules.

Todd, a shareholder that holds in excess of 10% of the issued and outstanding Common Shares of the Company, subscribed for 16,157,166 Common Shares under the Private Placement. Andrew Ing, a director and officer of the Company, subscribed for 323,242 Common Shares under the Private Placement and Scott Cousens, a director of the Company, subscribed for 1,292,970 Common Shares under the Private Placement. Additionally, Barb Thomas, the spouse of Trevor Thomas, an officer of the Company, subscribed for 77,578 Common Shares under the Private Placement. Each of Todd,

---

NORTHCLIFF RESOURCES LTD.
FOR THE NINE MONTHS ENDED JULY 31, 2025
MANAGEMENT'S DISCUSSION AND ANALYSIS

Andrew Ing, Scott Cousens and Barb Thomas are considered to be “insiders” by the Toronto Stock Exchange.

Proceeds of the Private Placement will be used to fund the Company’s share of expenditures related to the Sisson Project and for working capital and general corporate purposes.

1.2.3 Market Trends

The information in the Market Trends section is based on calendar years.

China provides a significant portion of global tungsten supply as well as holding significant tungsten reserves. According to a USGS Report in 2023, an estimated 47% of global tungsten reserves are in China, and China contributes more than 80% to global tungsten mine production (source https://www.itia.info/). China is also the world’s largest single consumer of tungsten³ and, as such, has an important influence on tungsten markets.

The 2013 feasibility study for the Sisson Project included production of tungsten and molybdenite concentrates, with the tungsten concentrate further processed on site to APT; hence, the market trend information below for tungsten is cited for APT and priced in US$ per mtu. APT is largely traded based on undisclosed long-term contracts and the published price is generally based on relatively few reported transactions. Since that time, the tungsten market in North America has evolved, such that tungsten concentrate can now also be sold directly to offtakers for further processing, opening new opportunities.

APT prices were variable in 2020 until September, when they stabilized but the average annual price was lower than in 2019. Prices increased in 2021 and in 2022 to July, then decreased slightly in the latter part of the year; however, the average annual prices in 2021 and 2022 were higher than in the prior year. Prices stabilized in late 2022 and were stable in 2023 except for decreases in March and from August to October, and an increase in December 2023. Prices were largely stable in 2024, except for an increase from April to July; the average annual price in 2024 was higher than 2023. Prices have increased in 2025 since late January, likely due, at least in part, to China’s announcement in early February they were restricting tungsten exports in response to President Trump’s announcement on tariffs on Chinese imports to the U.S.⁴ Prices have continued to increase as further measures⁵ occur. A recent price is US$575/mtu.

In 2020, molybdenum prices were variable. Prices increased in 2021 and in 2022 to July, then dropped slightly. The average annual price in 2022 was higher than in 2021. Prices began to increase in late 2022 and continued to do so until mid-March 2023, then were variable for several months, and the average annual price increased over 2022. Prices were largely stable in 2024 but became variable late in the year and the average annual price was lower than in 2023. Prices were stable in

³ According to Industry Data 2021 by the International Tungsten Industry Association, the regional split based on End-Use (industries that use products made with tungsten) reports that China is the biggest single region with 36% of global tungsten End-Use.

⁴ China chokes tungsten exports to the United States | Financial Post

⁵ https://theoregongroup.com/commodities/tungsten/tungsten-supply-crunch-how-chinas-export-restrictions-rattled-global-markets-guest-post-by-brian-hendrich/

---

NORTHCLIFF RESOURCES LTD.
FOR THE NINE MONTHS ENDED JULY 31, 2025
MANAGEMENT'S DISCUSSION AND ANALYSIS

in early 2025, then decreased from March to mid-May but have increased since that time, with a significant increase to date in September.

Average annual tungsten and molybdenum prices over the past five years and so far in 2025 are tabulated below.

Year	Average APT Price (US$/mtu)(1)	Average Mo Price (US$/lb)(2)
2020	218	8.68
2021	288	15.94
2022	342	18.73
2023	323	24.19
2024	330	21.30
2025 (to the date of this MDA)	512	21.69

Sources:

1. APT prices 2019-2024 - www.metals.argusmedia.com
2. Mo prices 2019-2024 - Platts Metals

1.3 Selected Annual Information

Not applicable.

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
	Jul 31, 2025	Apr 30, 2025	Jan 31, 2025	Oct 31, 2024	Jul 31, 2024	Apr 30, 2024	Jan 31, 2024	Oct 31, 2023
Net loss attributable to shareholders of the Company:
Total loss	$ 19	$ 456	$ 660	$ 632	$ 516	$ 380	$ 568	$ 496
Loss per share (i)	$ 0.00	$ 0.00	$ 0.00	$ 0.00	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted average number of common shares:
(‘000’)	616,033	606,957	606,957	606,957	593,185	589,112	528,426	273,695

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

Net loss generally follows the trend and activities for mineral development and project advancement of the Sisson Project as well as the results of the Company's financing activities and outreach. During the three months ended January 31, 2025, the Company sold certain marketable securities, and reclassified $191,184 from accumulated other comprehensive loss to net loss.

-10-

---

NORTHCLIFF RESOURCES LTD.
FOR THE NINE MONTHS ENDED JULY 31, 2025
MANAGEMENT'S DISCUSSION AND ANALYSIS

1.5 Results of Operations

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

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 three months ended July 31, 2025, the Company recorded a net loss of $74,000, compared to a net loss of $554,000 recorded during the same period of the prior year. Of the current quarter's net loss, $19,000 was attributable to shareholders of the Company, compared to $516,000 during the same period of the prior year.

During the six months ended July 31, 2025, the Company recorded a net loss of $1,261,000, compared to a net loss of $1,551,000 recorded during the same period of the prior year. Of the current period's net loss, $1,087,000 was attributable to shareholders of the Company, compared to $1,583,000 during the same period of the prior year.

The decrease in the net loss for the three and nine months ended July 31, 2025, compared to the prior periods, was mainly due to the US DoD award recorded against related expenses.

Financial position

The Company's total assets as of July 31, 2025 increased to $31,194,000, compared to $30,530,000 as at October 31, 2024, mainly due to the Private Placement closed during the current period ended July 31, 2025.

Deferred development costs incurred during the period were as follows (see 1.2 - Overview for details of each mineral development activity):

	Year ended April 30,
	2025	2024
Engineering and design	$ 674,325	$ 60,897
Environmental and permitting	117,282	76,532
Community and sustainability	107,437	137,824
Total	$ 899,044	$ 275,253

---

NORTHCLIFF RESOURCES LTD.
FOR THE NINE MONTHS ENDED JULY 31, 2025
MANAGEMENT'S DISCUSSION AND ANALYSIS

1.6 Liquidity

At July 31, 2025, the Company had a cash balance of $507,000 (October 31, 2024 – $1,335,000), of which $349,600 (October 31, 2024 – $874,000) was held as cash collateral against a standby letter of credit issued in relation to the permitting process of the Sisson Project. At July 31, 2025, the Company had a working capital deficit of $494,000 (October 31, 2024 – deficit $1,111,000), which amount was determined after deducting the amount of cash collateral of $349,600 (October 31, 2024 – $874,000) from the Company's cash balance. Of the total amount of cash collateral at October 31, 2024, $524,400 was released in February 2025, and was available to the Company for working capital purposes.

Continued operation of the Company and 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. Therefore, the Sisson Partnership relies on funding from its partners to fund expenditures, maintain liquidity and meet its obligations.

Any change in the commitment or timing of debt and equity funding from existing or new shareholders of Northcliff, alternative capital providers, or existing or new limited partners to the Sisson Partnership may require Northcliff and the Sisson Partnership to curtail planned development activities, seek alternative sources of funding or terminate operations. The recoverability of the carrying value of its mineral property interest is dependent on ongoing access to financing and the successful development and commercial exploitation, or alternatively, the sale of the Sisson Project or the Company's interest in the Sisson Partnership. As such, there is material uncertainty that casts significant doubt on the Company's ability to continue as a going concern. Management has concluded that presentation as a going concern is appropriate in these Financial Statements based on the Company's current plans for the Sisson Project for 2025.

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

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, convertible loans, and through the cash contributions made to the Sisson Partnership by the Todd Group. The Company's access to interim, 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.

---

NORTHCLIFF RESOURCES LTD.
FOR THE NINE MONTHS ENDED JULY 31, 2025
MANAGEMENT'S DISCUSSION AND ANALYSIS

1.8 Off-Balance Sheet Arrangements

None.

1.9 Transactions with Related Parties

Section 1.2.2 includes disclosures relating to various financing arrangements with a subsidiary of Todd Corporation, which is the Company's largest shareholder and an insider that holds majority voting rights in Northcliff.

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 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
Andrew Ing	Chairman, Chief Executive Officer, Director	Employee
Luqman Khan	Chief Financial Officer	Employee
Trevor Thomas	Corporate Secretary	General Counsel

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 a 60-day notice, by either 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.

-13-

---

NORTHCLIFF RESOURCES LTD.
FOR THE NINE MONTHS ENDED JULY 31, 2025
MANAGEMENT'S DISCUSSION AND ANALYSIS

1.10 Fourth Quarter

Not required.

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.sedarplus.ca.

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.sedarplus.ca.

1.14 Financial Instruments and Other Instruments

The required disclosure is provided in the Financial Statements, which are publicly filed on SEDAR+ at www.sedarplus.ca. The Company's liquidity position has 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	627,371,995
Share purchase options	6,651,666
Deferred Share Units	6,138,789

1.14.2 Internal Controls over Financial Reporting and Disclosure Controls

Disclosure Controls and Procedures

The Company has disclosure controls and procedures in place to provide reasonable assurance that any information required to be disclosed by the Company under securities legislation is recorded,

---

NORTHCLIFF RESOURCES LTD. FOR THE NINE MONTHS ENDED JULY 31, 2025 MANAGEMENT'S DISCUSSION AND ANALYSIS

processed, summarized and reported within the appropriate time periods and that the required information is accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, so that decisions can be made about the timely disclosure of that information.

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 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 July 31, 2025. 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 July 31, 2025, 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-

---

NORTHCLIFF RESOURCES LTD.
FOR THE NINE MONTHS ENDED JULY 31, 2025
MANAGEMENT'S DISCUSSION AND ANALYSIS

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.

1.15 Other MD&A Requirements

1.15.1 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, 2024.

1.15.2 Qualified Person

Tanya Yang, P.Eng., qualified person who is not independent of Northcliff, has reviewed and approved the scientific and technical information in this MD&A.

-16-