Rockhaven Resources Ltd. — Management Reports 2023

May 24, 2023

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Management’s Discussion and Analysis for the Three Months ended March 31, 2023 (including Subsequent Events to May 24, 2023, the “MD&A Date”)

The following discussion and analysis of the results of operations and financial condition of Rockhaven Resources Ltd. (“Rockhaven”) for the three months ended March 31, 2023 should be read in conjunction with the Rockhaven condensed interim financial statements for the three months ended March 31, 2023, as well as the annual audited financial statements for the year ended December 31, 2022, and related notes thereto. The Rockhaven financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”).

Management is responsible for the preparation and integrity of the financial statements including the maintenance of appropriate information systems, procedures, and internal controls. Management is also responsible for ensuring that information disclosed externally, including the financial statements and this Management’s Discussion and Analysis document (“MD&A”) is complete and accurate.

The Rockhaven financial statements, MD&A and all other continuous disclosure documents are filed with Canadian securities regulators and are available for review under the Rockhaven profile at www.sedar.com.

All figures are in Canadian dollars unless otherwise stated.

FORWARD-LOOKING STATEMENTS

Certain of the information and statements in this MD&A that are not statements of historical fact are considered “forward-looking information” or “forward-looking statements” as those terms are defined under Canadian securities laws (collectively referred to as “forward-looking statements”). Any statements that express or involve discussions with respect to strategy, intentions, predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance, or are usually identified by Rockhaven’s use of certain terminology, including “will”, “believes”, “may”, “expects”, “should”, “seeks”, “anticipates”, “completed”, “completion”, “demonstrate”, “upgrading”, “evaluations”, “successfully”, “prioritized”, “projection”, “estimates”, “pending”, or “intends” may be considered forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Rockhaven’s actual results or achievements to be materially different from any future results or achievements expressed or implied by such forward-looking statements.

Forward-looking statements include but are not limited to, estimates and their underlying assumptions; statements regarding plans; objectives and expectations with respect to the effectiveness of Rockhaven’s future operations; the impact of regulatory initiatives on Rockhaven’s operations; general industry and macroeconomic factors and conditions; results of exploration programs; data from exploration programs; community relationships; financing requirements or prospects; compliance with environmental laws; and statements regarding future performance.

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Forward-looking statements used in this MD&A are subject to various risks and uncertainties, most of which are difficult to predict and generally beyond the control of Rockhaven. If risks or uncertainties materialize, or if underlying assumptions prove incorrect, the actual results may vary materially from those expected, estimated or projected. Forward-looking statements in this MD&A are not a prediction of future events or circumstances and those future events or circumstances may not occur. Given these uncertainties, the reader of the information included herein is cautioned not to place undue reliance on such forward-looking statements.

DESCRIPTION OF BUSINESS

Rockhaven is in the mineral exploration business with an emphasis on precious and base metals, and has an interest in one mineral exploration property, the Klaza project, located in west-central Yukon Territory, Canada.

Rockhaven does not own interests in any producing mines. At present, management is concentrating its efforts on Rockhaven’s 100%-owned Klaza project.

OVERALL PERFORMANCE

During the three months ended March 31, 2023, the Company capitalized approximately $237,000 in exploration and evaluation expenditures on the Klaza project, and incurred cash outflows on exploration and evaluation of approximately $317,000. The net use of cash and cash equivalents for the three months ended March 31, 2023, was approximately $572,000 resulting from approximately $128,000 used in operating activities, and approximately $444,000 used in investing activities which includes exploration and evaluation on the Klaza project, prepaid exploration expenditures of approximately $144,000, and a partial offset of interest income totalling approximately $17,000.

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SUMMARY FINANCIAL INFORMATION (for the eight quarters ended March 31, 2023)

The following table shows the results for the last quarter compared to those from the previous seven quarters.

n quarters.
Period Ending	Revenues	Loss and Comprehensive Loss	Loss per Share
March 31, 2023	Nil	($170,723)	($0.00)
December 31, 2022	Nil	($225,714)	($0.00)
September 30, 2022	Nil	($254,452)	($0.00)
June 30, 2022	Nil	($157,546)	($0.00)
March 31, 2022	Nil	($91,057)	($0.00)
December 31, 2021	Nil	($207,131)	($0.00)
September 30, 2021	Nil	($82,446)	($0.00)
June 30, 2021	Nil	($44,913)	($0.00)

Loss and comprehensive loss was approximately $55,000 lower for the quarter ended March 31, 2023, compared to the preceding quarter ended December 31, 2022. This was attributable primarily to a net decrease in operating expenses of approximately $52,000 with the primary drivers being decreases in professional fees, and share-based payments of approximately $14,000 and $20,000, respectively.

RESULTS OF OPERATIONS

Loss and comprehensive loss for the three months ended March 31, 2023, increased by approximately $80,000 from the three months ended March 31, 2022. This was attributable primarily to a net increase in operating expenses by approximately $93,000 with the primary drivers being increases in professional fees, and share-based payments expense of approximately $7,000 and $79,000, respectively. Partially offsetting the increased loss was an increase in interest income of approximately $16,000, and an increase in deferred income tax recovery of approximately $9,000.

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LIQUIDITY AND CAPITAL RESOURCES

(a) Working Capital

As at March 31, 2023, Rockhaven had working capital of approximately $1,940,000, compared to working capital of $2,410,000 as at December 31, 2022. During the three months ended March 31, 2023, working capital decreased by approximately $470,000 as a result of cash and cash equivalents used totalling approximately $572,000, and a decrease in receivables and prepayments of approximately $12,000, which was partially offset by a decrease in current liabilities of approximately $113,000.

OFF-BALANCE SHEET ARRANGEMENTS

Rockhaven does not utilize off-balance sheet arrangements.

TRANSACTIONS WITH RELATED PARTIES

1. Management

During the three months ended March 31, 2023, salary in the amount of $40,000 was paid to Matthew Turner, the President, and Chief Executive Officer of Rockhaven (“Turner”), compared to $40,000 paid during the three months ended March 31, 2022.

During the three months ended March 31, 2023, $13,000 in legal fees were incurred with a personal law corporation controlled by Glenn R. Yeadon (“Yeadon”), a director and Secretary of Rockhaven, compared to $9,500 incurred during the three months ended March 31, 2022.

During the three months ended March 31, 2023, $8,500 in accounting fees were incurred with Donaldson Brohman Martin, CPA Inc. (“DBM”), Chartered Professional Accountants, a firm in which Dan Martino, the Chief Financial Officer of Rockhaven is a principal, compared to $8,500 incurred during the three months ended March 31, 2022.

During three months ended March 31, 2023 and March 31, 2022, there were no management fees incurred with Eleven Mercantile and Technical Solutions LLC (“Eleven Mercantile”), a firm in which Manuel Estrada (“Estrada”), Rockhaven’s Chief Operating Officer has significant influence.

2. Archer, Cathro & Associates (1981) Limited

During the three months ended March 31, 2023, $132,239 in costs related to mineral property acquisition, exploration and evaluation, management, office rent and administration were billed by Archer, Cathro & Associates (1981) Limited (“Archer Cathro”), compared to $128,640 billed during the three months ended March 31, 2022.

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Douglas Eaton has retired as a director from Archer Cathro (February 2022) and remains a director of Rockhaven. Prior to his retirement from Archer Cathro, Douglas Eaton received indirect compensation from Rockhaven, through his proportional interest in the profits of Archer Cathro, and he may continue to receive indirect compensation from Rockhaven, under terms of his retirement agreement with Archer Cathro.

Archer Cathro is a geological consulting firm with offices in Vancouver and Squamish, British Columbia and Whitehorse, Yukon. Douglas Eaton is the President, Chief Executive Officer and a director of Strategic Metals Ltd., the largest shareholder of Rockhaven.

Archer Cathro does not: (i) own any Rockhaven shares or warrants; or (ii) hold any interests or royalties relating to Rockhaven’s mineral property. The majority of Rockhaven’s mineral claims are registered in the name of Archer Cathro and are held by Archer Cathro as bare trustee for Rockhaven under the terms of a trust indenture. In addition to holding legal title to mineral claims for Rockhaven, Archer Cathro provides various services related to the Rockhaven’s Klaza property, which include: (i) exploration program management; (ii) field camp management; (iii) mineral tenure management; (iv) the filing of annual assessment reports; and (v) the management of land use (exploration) permits.

Rockhaven has no contractual obligation to use Archer Cathro’s services and Archer Cathro’s continued engagement depends entirely upon the approval of the Rockhaven board of directors. Exploration and administrative activities conducted by Archer Cathro are designed and monitored by the senior management of Rockhaven (President and CEO) and technical committee and are approved by the Rockhaven board of directors (the majority of whom are independent of management). Formulation of exploration programs begins with a review of previous exploration results and assessment needs by management, who then instruct Archer Cathro geologists to prepare draft exploration programs and budgets, which are submitted to management for review and, where necessary, revised before final proposals are taken to Rockhaven’s board of directors for consideration and approval.

The exploration and administrative fees paid by Rockhaven to Archer Cathro are based on a schedule of fees prepared by Archer Cathro and agreed to in advance by Rockhaven. These fees are periodically reviewed by members of Rockhaven management and certain independent members of the Rockhaven board of directors to ensure that the fees are at or below industry standard rates. Archer Cathro’s profits are only partially derived from Rockhaven’s exploration activities and are strongly influenced by the amount of work it does on behalf of other companies and capital outlays it must make to sustain its business.

Included in the fees paid to Archer Cathro is rent for furnished space in Archer Cathro’s Vancouver office. Office rental fees are charged on a month-to-month basis with no ongoing contractual obligation on the part of Rockhaven to continue to occupy its current office space. The rental payment also allows Rockhaven to use space in Archer Cathro’s Squamish office and its Whitehorse office, warehouse, and storage compound, at no additional cost to Rockhaven.

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The ongoing relationship between Archer Cathro and Rockhaven includes access by Rockhaven to Archer Cathro’s proprietary exploration data base. This data base has been assembled by Archer Cathro over its many years of operation. Rockhaven does not pay Archer Cathro for access to the data base, and it is made available to Rockhaven on a voluntary, goodwill basis by Archer Cathro. Archer Cathro is paid for the time its geologists spend researching the data, but it and its geologists do not receive any cash bonuses, shares, or royalty interests as compensation for access to the data base or for the identification of attractive exploration targets that result from the data base research. Most of Rockhaven’s mineral claims were acquired on the basis of research done by Archer Cathro geologists.

RISKS AND UNCERTAINTIES

In conducting its business, Rockhaven faces a number of risks and uncertainties related to the mineral exploration industry. Some of these risk factors include risks associated with land title, exploration and development, government, and environmental regulations, permits and licenses, competition, fluctuating metal prices, the requirement and ability to raise additional capital through future financings and price volatility of publicly traded securities.

(a) Title Risks

Although Rockhaven has exercised due diligence with respect to determining title to the mineral claims in which it has a material interest, there is no guarantee that title to such mineral claims will not be challenged or impugned. Third parties may have valid claims underlying portions of Rockhaven's interests. Its mineral claims, permits or tenures may be subject to prior unregistered agreements or transfers or to native land claims. Title to the mineral claims, permits or tenures comprising Rockhaven’s property may also be affected by undetected defects. If a title defect exists, it is possible that Rockhaven may lose all or part of its interest in the mineral claims to which such defect relates.

(b) Exploration and Development

Resource exploration and development is a highly speculative business, characterized by a number of significant risks including, but not limited to, 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.

(c) Environmental Regulations, Permits and Licenses

Rockhaven's operations may be subject to environmental regulations promulgated by government agencies from time to time. 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 that 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 require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner that means standards are stricter, and enforcement, fines and penalties for noncompliance are more stringent. Although Rockhaven

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does not currently own interests in any producing mines or tailings empoundment/disposal areas, management strictly adheres to the rules set out in its active land use permits and actively follows any potential updates of future mining regulations.

(d) Competition

The mineral exploration industry is intensely competitive in all its phases and Rockhaven competes with other companies that have greater financial and technical resources. Competition could adversely affect Rockhaven's ability to acquire suitable properties or prospects in the future.

(e) Fluctuating Metal Prices

Factors beyond the control of Rockhaven have a direct effect on global metal prices, which have fluctuated widely in recent years. Consequently, the economic viability of Rockhaven’s exploration project and Rockhaven’s ability to finance the development of its project cannot be accurately predicted and may be adversely affected by fluctuations in metal prices.

(f) Future Financings

Rockhaven's continued operation will be dependent in part upon its ability to generate positive operating cash flows and to procure additional financing. To date, Rockhaven has done so through equity financing.

Fluctuations of global equity markets can have a direct effect on the ability of exploration companies, including Rockhaven, to finance project acquisition and development through equity and debt markets. There can be no assurance that funds from Rockhaven’s current financing sources can be generated or that other forms of financing can be obtained at a future date. Failure to obtain additional financing on a timely basis may cause Rockhaven to postpone exploration or development plans, forfeit rights in some or all of its mineral claims, or reduce or terminate some or all of its operations.

(g) Price Volatility of Publicly Traded Securities

There are current indications of bear market conditions and global investors are reluctant to make large investments in the securities of junior exploration companies. There can be no assurance that market prices for securities of mineral exploration companies will improve significantly in the short or intermediate term.

(h) Adverse External Factors

There are many external factors that can adversely affect general workforces, economies, and financial markets globally. Examples include, but are not limited to, COVID-19, supply chain disruptions and political conflict in other regions. It is not possible for the Company to predict the duration or magnitude of adverse results of such external factors and their effect on the Company’s business or ability to raise funds.

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CRITICAL ACCOUNTING ESTIMATES

Rockhaven’s significant accounting policies are detailed in Note 2 to the audited financial statements for the year ended December 31, 2022. Of these accounting policies, Rockhaven considers the following policy to be the most critical to the reader’s full understanding and evaluation of Rockhaven’s reported financial results.

Deferred Exploration Costs

Rockhaven is in the exploration stage with respect to its investment in its mineral property interests and accordingly follows the practice of capitalizing all acquisition costs of mineral property interests and any subsequent exploration and evaluation costs until the properties to which they relate are placed into production, sold, allowed to lapse, or abandoned. Exploration and evaluation costs incurred prior to obtaining ownership, or the right to explore a property, are expensed as incurred as property examination costs. Properties that have close proximity and have the possibility of being developed as a single mine are grouped as projects and are considered separate cash generating units (“CGU”) for the purpose of determining future mineral reserves and impairments.

Management reviews its mineral property interests at each reporting period for signs of impairment and annually after each exploration season to consider if there is impairment in value taking into consideration current year exploration results, or likely gains from the disposition or option of the property. If a property is abandoned, or inactive for a prolonged period, or considered to have no future economic potential, the acquisition and deferred exploration and evaluation costs are written-off to profit or loss.

Exploration costs renounced to shareholders pursuant to flow-through share subscription agreements remain capitalized, however, for income tax purposes the Company has no right to claim these costs as tax deductible expenses.

MANAGEMENT AND BOARD OF DIRECTORS

On February 13, 2023, Loralee Johnstone was appointed to the Rockhaven Board of Directors.

INVESTOR RELATIONS

All investor relations functions are performed by Rockhaven management and employees.

MINERAL PROPERTY INTERESTS - KLAZA PROJECT

The Klaza project is comprised of 1,478 mineral claims and covers an area of 287 km[2] . The property is located within the traditional territory of the Little Salmon/Carmacks First Nation. See “Little Salmon/Carmacks First Nation” for additional information.

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All of the mineral claims comprising the Klaza project are located in the Whitehorse Mining District, approximately 50 km west of the community of Carmacks, in southern Yukon Territory. Rockhaven holds 100% working interests in all 1,478 of the mineral claims comprising the property, with 1,265 of the claims unencumbered by underlying royalties and the remaining 213 claims subject to third party net smelter return royalty interests ranging from 1% to 1.5%.

The Klaza project is accessible by a year round government maintained two-wheel drive road from the Klondike Highway. It is favorably situated within the Mount Nansen gold camp, a district that hosts an extensive system of gold-silver veins and active placer gold mining operations.

Mineral Deposit Model at Klaza project

The Klaza project hosts a multi-episodic epithermal vein system of both the intermediate sulphidation and low-sulphidation classes. These veins are interpreted to be in the distal setting of a porphyry complex which is located near the centre of the Mount Nansen Gold Camp, an area that hosts historical gold mines, rich placer gold deposits and key infrastructure such as road access.

Drilling at the Klaza project to date has identified 14 main mineralized vein zones and numerous subsidiary structures, which have a cumulative mineralized strike length greater than 10 km. Mineralized veins contain varying amounts of gold, silver, lead and zinc, which are commonly associated with galena, sphalerite, pyrite and arsenopyrite hosted in a quartz-carbonate gangue.

2022 Drilling Program and Assay Results

On October 12, 2022, Rockhaven announced the completion of its 2022 exploration program at the Klaza project. The program utilized two diamond drill rigs that completed a total of 12,042 m of drilling in 69 holes.

The 2022 work program was designed to advance Klaza towards an updated mineral resource estimate and pre-feasibility study by attaining the following objectives: (1) re-categorization of prioritized inferred mineral resources into indicated mineral resources, (2) expansion of the total mineral resource, (3) collection of samples for advanced-stage metallurgical test work, (4) completion of additional geotechnical drilling for optimized open-pit and underground engineering; and, (5) evaluation of some of the exploration targets that lie outside of the known mineral resource areas through excavator trenching, soil sampling and prospecting. Based on results received to date, Rockhaven believes that it has or should make progress in respect of all objectives.

Rockhaven anticipates the completion of an updated resource estimate and pre-feasibility study (PFS) during 2023. Assay results from the 2022 diamond drill program at Klaza were announced on January 18, January 30, and March 1, 2023.

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Highlight assays from these press releases include:

• 6.91 g/t gold and 37 g/t silver over 6.62 m (KL-22-563)

• 18.85 g/t gold and 347 g/t silver over 1.11 m (KL-22-576)

• 2.18 g/t gold and 199 g/t silver over 13.29 m (KL-22-579)

• 7.40 g/t gold and 183 g/t silver over 4.20 m (KL-22-580)

• 4.27 g/t gold and 352 g/t silver over 2.31 m (KL-22-590)

• 5.60 g/t gold and 174 g/t silver over 3.38 m (KL-22-596)

• 11.16 g/t gold and 23 g/t silver over 2.14 m (KL-22-600)

• 4.24 g/t gold and 38 g/t silver over 3.81 m (KL-22-602)

• 5.48 g/t gold and 128 g/t silver over 5.85 m (KL-22-603)

• 43.20 g/t gold and 137 g/t silver over 1.20 m (KL-22-593)

• 25.90 g/t gold and 258 g/t silver (30.50 g/t AuEq[2] ) over 0.64 m (KL-22-594)

• 2.56 g/t gold and 14.1 g/t silver over 5.61 m (KL-22-611)

• 101.5 g/t gold and 107 g/t silver over 1.30 m (KL-22-624)

Illustrations generated from the results of Rockhaven’s exploration work at Klaza include maps, long-sections along the BRX and Klaza zones and core photos from selected mineralized veins can be viewed on the Rockhaven website at www.rockhavenresources.com.

In anticipation of the 2023 PFS study of Klaza, Rockhaven is currently conducting metallurgical test work and an updated mineral resources estimation.

2020 Updated Preliminary Economic Assessment

In July 2020, Rockhaven announced the results of an updated Preliminary Economic Assessment related to the Klaza project (the “2020 PEA”). The updated economic assessment was supported by a National Instrument 43–101 compliant technical report dated July 10, 2020, entitled, “Technical Report and Preliminary Economic Assessment Update for the Klaza project, Yukon, Canada” and prepared by AMC Mining Consultants (Canada) Ltd. (“AMC”). A full copy of the report can be viewed at www.sedar.com under the Rockhaven profile or on Rockhaven’s website at www.rockhavenresources.com.

The highlights in the 2020 PEA are as set out below and were based on a gold price of US$1,450/oz and an exchange rate of C$1.00 equal to US$0.72. All figures are in Canadian dollars unless otherwise stated.

2020 PEA Highlights:

• Pre-Tax NPV(5%) of $529 million and an IRR of 45%, and a Post-Tax NPV(5%) of $378 million and an IRR of 37%;

• Using a +/- 20% sensitivity analysis for gold price, Post-Tax NPV(5%) of $540 million and 49% IRR at US$1,740/oz gold and a Post-Tax NPV(5%) of $211 million and 24% IRR at US$1,160/oz gold;

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• 12-year mine life producing total payable metals of approximately 750,000 ounces gold and 13.8 million ounces silver;

• Initial capital costs of $244 million, which includes $32 million in contingency costs. Lifeof-mine (“LOM”) sustaining capital costs total $114 million;

• Average LOM operating cash cost of US$613/oz AuEQ[ ] and total all-in sustaining cost of US$875/oz AuEQ[] ;

• Annual payable metal production exceeds 100,000 ounces AuEQ in years three through seven; and,

• Only the upper portions of three out of 14 known mineralized vein zones are included in Mineral Resources evaluated by this PEA, and there is excellent potential for value enhancement through additional exploration.

• Gold equivalent values for mining purposes assume base case metal prices and recoveries used in the 2020 PEA and are calculated using the following formula: AuEQ=1*Au+Ag/107.82+Pb/4.14+Zn/4.68.

Investors should be cautioned that the PEA is preliminary in nature and that it includes some inferred mineral resources, which are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized.

Economic Results and Sensitivities

Tables I and II show economic results with varying metal prices and assumptions and summarize projected production.

Table I: Klaza Combined Open Pit and Underground Mining – Key Economic Assumptions and Results

Klaza	Unit	Value
Total Mineralized Rock Mined	kt	7,464
Gold Grade1 Silver Grade1 Lead Grade1 Zinc Grade1 AuEQ Grade2	g/t g/t % % g/t	3.4 79 0.6% 0.7% 4.43
Gold Recovery1 Silver Recovery1 Lead Recovery1 Zinc Recovery1	% % % %	95% 90% 80% 80%
Gold Price Silver Price Lead Price Zinc Price	US$/oz US$/oz US$/lb US$/lb	1,450 17.00 0.95 1.00
Payable Gold Metal3 Payable Silver Metal3 Payable Lead Metal3 Payable Zinc Metal3	oz Moz Mlbs Mlbs	751,472 13.8 50.0 50.1

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Payable Gold Equivalent	oz	980,561
Total Net Revenue	$M	1,975
Initial Capital Costs Sustaining Capital Costs	$M $M	244 114
Operating Costs (Total)4	$/t	111.8
Operating Cash Cost (AuEQ2) Total All In Sustaining Cost (AuEQ2)	US$/oz AuEQ US$/oz AuEQ	612.6 875.3
Mine Life Payback Period (Pre-tax) Payback Period (Post-tax) Cumulative Net Cash Flow (pre-tax) Pre-tax NPV(5%) Pre-tax IRR Post-tax NPV(5%) Post-tax IRR	Yrs Yrs Yrs $M $M % $M %	12 3.9 4.2 783 529 45 378 37

• 1 LOM average.

• 2 Gold equivalent values for mining purposes assume base case metal prices and recoveries used in the 2020 PEA and are calculated using the following formula: AuEQ=1*Au+Ag/107.82+Pb/4.14+Zn/4.68.

• 3 Overall payable % includes treatment, transport, refining costs and selling costs. 4 Includes mine operating costs, milling, and mine G&A.

- Table II: Klaza Economic Sensitivity Analysis (Post tax)

		-20%	-20%		BASE CASE	BASE CASE	BASE CASE	+20%	+20%
Variable	Unit	Value	NPV	IRR	Value	NPV	IRR	Value	NPV	IRR
Gold	US$/oz	$1,160	$211	24%	$1,450	$378	37%	$1,740	$540	49%
Silver	US$/oz	$13.60	$343	35%	$17.00			$20.40	$407	39%
Mining Cost	$/t	$44.1	$417	39%	$55.14			$66.2	$334	34%
Processing Cost	$/t	$33.3	$406	39%	$41.30			$50.0	$344	35%
LOM Capital	$M	$286	$456	60%	$380			$429	$280	23%

Capital and Operating Costs

The Klaza project has been envisioned as a combined open-pit and underground mining operation. Open-pit mining is anticipated to be completed by a contract mining company while the underground operation will be owner-operator with the equipment owned and personnel employed by Rockhaven.

Grid electrical power will provide the majority of the electrical power to the project over the life of the mine. An on-site camp is envisioned to house mine and mill personnel.

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Table III: Total Capital Cost Estimate

Description	Cost ($M)
Underground development Flotation tailings storage & residue tailings storage Underground mine infrastructure Mobile equipment Processing plant Surface infrastructure Capital indirects Contingency Additional 5% sustaining for equipment rebuilds	115 17 21 32 103 16 10 32 12
Total capital cost	358
Initial capital	244
Sustaining capital	114

Table IV: Total Operating Cost Estimate

Description	Cost ($/t)
Mining cost	55.14
Processing cost	41.64
General and Administration cost	15.00
Total operating cost	111.78

Mineral Resources

The basis for the 2020 PEA is the mineral resource estimate contained in the 2018 Resource Update. A summary of that resource estimate is shown in Table V:

Table V: Mineral Resource Estimate Summary, June 5, 2018[1,5]

	Tonnes (kt)	Grade	Grade				Contained Metal	Contained Metal	Contained Metal
		Au	Ag	Pb	Zn	AuEQ4	Au	Ag	Pb	Zn	AuEQ4
		(g/t)	(g/t)	(%)	(%)	(g/t)	(koz)	(koz)	(klb)	(klb)	(koz)
Indicated3	4,457	4.8	98	0.7	0.9	6.3	686	14,071	73,268	92,107	907
Inferred3	5,714	2.8	76	0.6	0.7	3.9	507	13,901	77,544	89,176	725

1 CIM Definition Standards (2014) were used for reporting the Mineral Resources. Using drilling results to December 31, 2017. The Qualified Persons are Adrienne Ross, P.Geo. of AMC Mining Consultants (Canada) Ltd, and Nicholas Ingvar Kirchner, FAusIMM, MAIG. of AMC Mining Consultants Pty Ltd.

2 Near surface Mineral Resources are included within the indicated and inferred mineral resources and are constrained by an optimized pit shell at a metal prices of US$1,400/oz Au, US$19/oz Ag, US$1.10/lb Pb, and US$1.25/lb Zn at an exchange rate of $0.80 US to $1.00 Canadian.

3[Cut-off grades applied to the pit-constrained and underground resource are 1.0 g/t and 2.3 g/t AuEQ respectively. ]

4 Gold equivalent values for the Mineral Resources assume US$1,400/oz Au, US$19/oz Ag, US$1.10/lb Pb, and US$1.25/lb Zn, and variable recoveries for the different metals.

5 Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

The 2020 PEA was prepared under the direction of AMC by independent industry consultants, all of whom are Qualified Persons (each a “QP”) in accordance with the requirements of National Instrument 43-101. Each QP contributing to the 2020 PEA is listed in the following table.

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Qualified Person	Position	Company	Sections of Report
Dr A Ross, P.Geo.(BC), P.Geol.(AB)	Principal Geologist	AMC Mining Consultants (Canada) Ltd.	1 (part), 11 ,12, 14 (part) 25 (part), 26 (part), 27 (part)
Mr I Kirchner, FAusIMM, MAIG	Principal Geologist	AMC Mining Consultants Pty Ltd.	1 (part) and 14 (part)
Mr C Martin, C.Eng.	Principal Metallurgist	Blue Coast Metallurgy Ltd.	1 (part), 13, 17 (part), 19, 25 (part), 26 (part), 27 (part)
Mr M Dumala, P.Eng. (BC)	Senior Engineer and Partner	Archer, Cathro & Associates (1981) Limited.	1 (part), 3 (part), 4-10, 23, 24, 25 (part), 26 (part), 27 (part)
Mr G Methven, P.Eng. (BC)	Principal Mining Engineer	AMC Mining Consultants (Canada) Ltd.	1 (part), 2, 3 (part), 15, 16 (part), 20, 21 (part), 22, 25 (part), 26 (part), 27 (part)
Mr M Molavi, P.Eng. (BC)	Principal Mining Engineer	AMC Mining Consultants (Canada) Ltd.	1 (part), 18, 25 (part), 26 (part)
Mr D Warren, P.Eng. (BC)	Principal Mining Engineer	AMC Mining Consultants (Canada) Ltd.	1 (part), 16 (part), 21 (part), 25 (part) 26 (part), 27 (part)
Mr B Borntraeger, P.Eng. (BC)	Specialist Geotechnical Engineer / Associate	Knight Piésold Ltd.	1 (part), 17 (part), 26 (part)

Previous Work at the Klaza project

Prior to the 2020 PEA update, Rockhaven had completed three mineral resource estimates and a preliminary economic assessment related to the Klaza project. This prior work consisted of the following:

• the initial mineral resource estimate for the Klaza project, contained in a technical report dated March 11, 2015 (the “2015 Resource Estimate”);

• an updated mineral resource estimate for the Klaza project, contained in a technical report dated January 22, 2016 (the “2016 Resource Update”);

• the preliminary economic assessment of the Klaza project, contained in a technical report dated February 26, 2016 (the “2016 PEA”);

• an updated mineral resource estimate for the Klaza project, contained in a technical report dated June 5, 2018 (the “2018 Resource Update”).

All of the above reports were prepared in compliance with the requirements of National Instrument 43-101 and may be viewed at www.sedar.com under the Rockhaven profile or on Rockhaven’s website at www.rockhavenresources.com.

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TECHNICAL REVIEW

Technical information disclosed in this MD&A has been approved by Matthew R. Dumala, P.Eng., a geological engineer with Archer Cathro and a qualified person for the purposes of National Instrument 43 - 101.

LITTLE SALMON/CARMACKS FIRST NATION

In 2015, Rockhaven and the Little Salmon/Carmacks First Nation (“LSCFN”) formally signed an exploration benefits agreement (the “EBA”) related to Rockhaven’s exploration activities at its Klaza project, which is located within the LSCFN traditional territory. The EBA provides certainty for both parties through the exploration phase of the Klaza project as it establishes the framework under which Rockhaven and the LSCFN will advance the project through a mutually beneficial working relationship.

The key elements under the EBA are as follows:

• The establishment of a cooperative working relationship between LSCFN and Rockhaven based on mutual respect, communication and collaboration;

• A recognition of the importance of the natural environment and ongoing LSCFN traditional values and activities;

• Direct and indirect economic benefits for the LSCFN, LSCFN citizens and LSCFN businesses through equity involvement and employment and business opportunities related to the Klaza exploration activities;

• The establishment of specific processes under which exploration and environmental monitoring activities at the Klaza project will be undertaken;

• The prohibition of any exploration activities by Rockhaven on LSCFN Class A or Class B lands prior to the completion of a separate exploration agreement; and

• Rockhaven and LSCFN agree to work toward negotiation of a full economic participation agreement in tandem with any future feasibility study that might be conducted for the project.

Pursuant to the terms of the EBA, 500,000 share purchase warrants remain issued and outstanding to the LSCFN, exercisable at a price of $0.17 per share at any time on or before August 5, 2025.

SHARE CAPITAL INFORMATION

The authorized share capital of Rockhaven consists of the following classes of shares:

• (a) an unlimited number of common shares without par value; and (b) an unlimited number of preferred shares without par value.

As of the MD&A Date, Rockhaven’s issued and outstanding share capital consisted of 276,136,470 common shares.

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Stock Options

As of the MD&A Date, Rockhaven had the following stock options outstanding:

Number of Options Outstanding	Exercise Price	Expiry Date
4,525,000	$0.15	February 13, 2025
4,400,000	$0.15	August 18, 2026
500,000	$0.15	March 24, 2027
8,080,000	$0.10	October 20, 2027
750,000	$0.10	February 13, 2028
18,255,000

During the three months ended March 31, 2023, 750,000 stock options were granted to Loralee Johnstone upon her appointment to the Board of Directors. The stock options are exercisable at $0.10 each until February 13, 2028. The Company recorded the fair value of the options granted using the Black-Scholes option pricing model. The fair value is particularly impacted by the Company’s stock price volatility, and was determined to be $0.047 per option, for a total of $35,253.

Warrants

As of the MD&A Date, Rockhaven had the following share purchase warrants outstanding:

Number of Warrants Outstanding	Exercise Price	Expiry Date
26,684,487	$0.20	August 30, 2024
500,000	$0.17	August 5, 2025
27,184,487

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ROCKHAVEN RESOURCES LTD. 510 – 1100 Melville Street Vancouver, British Columbia, Canada, V6E 4A6 Tel: 604-687-2522

Trading Symbol: TSX-V: RK

Web Site: www.rockhavenresources.com

CORPORATE INFORMATION

Matthew A. Turner, Port Moody, B.C. Bruce A. Youngman, Powell River, B.C. Glenn R. Yeadon, Vancouver, B.C. Manuel Estrada, Phoenix, Arizona Dan Martino, Coquitlam, B.C. Loralee Johnstone, Whitehorse, Yukon W. Douglas Eaton, North Vancouver, B.C. Bradley J. Shisler, Dallas, Texas Brad A. Thrall, Blaine, Washington

President, Chief Executive Officer and Director Chairman and Director Secretary and Director Chief Operating Officer Chief Financial Officer Independent Director Independent Director Independent Director Independent Director

Transfer Agent

Computershare Trust Company of Canada 2nd Floor – 510 Burrard Street Vancouver, B.C. V6C 3B9

Auditors

Davidson & Company LLP 1200 – 609 Granville Street Vancouver, B.C. V7Y 1G6

Registered Office

1710 - 1177 West Hastings Street Vancouver, B.C. V6E 2L3