Secure Blockchain Development Corp. — Interim / Quarterly Report 2023

May 30, 2023

==> picture [154 x 109] intentionally omitted <==

Northern Superior Resources Inc. Management’s Discussion and Analysis For three months ended March 31, 2023

1

CONTENTS
GENERAL	3
SIGNIFICANT EVENTS DURING THE PERIOD	4
KEY EVENTS Q1 2023	12
OUTLOOK AND STRATEGY	14
RESULTS OF OPERATIONS	16
SUMMARY OF QUARTERLY RESULTS	17
RELATED PARTY TRANSACTIONS	18
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES	18
CHANGES IN ACCOUNTING POLICIES	19
SUBSEQUENT EVENTS	19
OFF-BALANCE SHEET ARRANGEMENTS	19
OUTSTANDING SHARE CAPITAL INFORMATION AT THE REPORT DATE	20
FINANCIAL INSTRUMENTS	20
RISKS AND UNCERTAINTIES	21
FORWARD–LOOKING STATEMENTS	25
QUALIFIED PERSON	26
APPROVAL	26
ADDITIONAL INFORMATION	26

2

Northern Superior Resources Inc. Management’s Discussion and Analysis For the three months ended March 31, 2023

GENERAL

This Management’s Discussion and Analysis (“MD&A” or “Report”) of the financial condition of Northern Superior Resources Inc. (“Northern Superior” or the “Company”) and results of operations of the Company for the three months ended March 31, 2023 (the “Period”) has been prepared by management in accordance with the requirements under National Instrument 51-102 as at May 29, 2023 (the “Report Date”). The Report should be read in conjunction with the Company’s condensed interim consolidated financial statements for the three months ended March 31, 2023 and the notes thereto prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board as applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting, and the audited financial statements for the year ended December 31, 2022 and the notes thereto prepared using accounting policies consistent with International Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) (collectively, the “Financial Statements”), which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board as applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. All dollar amounts in the Report are in Canadian dollars unless otherwise noted.

This Report includes disclosure in respect of the Company and its wholly owned subsidiaries, Genesis Metals Inc. (“Genesis”) from the date of its acquisition on July 13, 2022, and Royal Fox Gold Inc. (“Royal Fox”) from the date of its acquisition on November 4, 2022. Genesis wholly owns Chevrier Metals Inc.,. Royal Fox wholly owns 9396-1217 Québec Inc (“9396-1217”) and 9396-1217 wholly owns 9220-5392 Québec Inc (“9220-5392” or “Mines Royales”).

The Financial Statements, together with the MD&A, are intended to provide investors with a reasonable basis for assessing the performance and potential future performance of the Company and are not necessarily indicative of the results that may be expected in future periods. The information in the MD&A may contain forward-looking statements, and the Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance, as they are subject to significant risks and uncertainties that may cause projected results or events to differ materially from actual results or events. Statements throughout this Report with respect to the cost or timeline of planned or expected exploration are all forward-looking statements. Statements about growth, financial position, capital adequacy and/or the need for future financing are also forward-looking statements. All forward-looking statements, including forward-looking statements not specifically identified in this paragraph, are made subject to the cautionary language in this document. Readers are directed to refer to that cautionary language when reading any forward-looking statements. See “ RISKS AND UNCERTAINTIES ” and “ FORWARD-LOOKING STATEMENTS ” in this Report. Additional information relating to the Company may be found on SEDAR at www.sedar.com.

Northern Superior is an exploration stage company engaged in the identification, evaluation, acquisition and exploration of gold properties in Ontario and Québec. The Company is a reporting issuer in British Columbia, Alberta, Ontario and Québec. The Company trades on the TSX Venture Exchange under the symbol SUP and on the OTCQB under the symbol NSUPF.

Northern Superior Resources Inc. Management’s Discussion and Analysis For the three months ended March 31, 2023

SIGNIFICANT EVENTS DURING THE PERIOD

• a) During the Period, the Company issued securities and received gross proceeds as follows:

Closing of private placement Exercise of warrants Exercise of stock options	Grossproceeds Shares issued
	($) (#) 5,000,000 10,000,000 624,286 6,242,858 17,000 50,000
	5,641,286 16,292,858

• b) On March 29, 2023, the Company entered into an option agreement with Rockland Resources Ltd. (“Rockland”), pursuant to which Rockland can, subject to Canadian Securities Exchange (“CSE”) approval, acquire a 100% interest in the Company’s Wapistan property in consideration for making the following payments to the Company:

for making the following payments to the Company:
Date	Shares of Rockland		Cash
	(#)		($)
On or before 5 days of CSE approval ("Approval Date")	5,400,000	(1)	200,000	(2)
On or before 12 months from the Approval Date	5,400,000		200,000
Total	10,800,000		400,000
(1)Received April 20, 2023
(1)Received April 19, 2023

Additionally, the Company has a 2% NSR on production from the property.

• c) In connection with the acquisition by Royal Fox of 9396-1217 on May 21, 2021, the Company entered into agreement, on April 28, 2023, with the consideration payable holders to satisfy its obligations relating to the payment due on November 21, 2022, pursuant to which the payment originally due on November 21, 2022 was due on May 21, 2023. In May 2023, the Company and the consideration payable holders agreed to defer the payments until June, 2023. The payments are to be made by way of shares issuances.

Projects

With the acquisition of Genesis and Royal Fox, Northern Superior has acquired four additional projects: the October property in northeastern Ontario, the Chevrier and Philibert properties within the ChapaisChibougamou camp of Québec, and the Coppermine River project in Nunavut. A diamond drilling program was initiated on the Philibert Project during the quarter. As well, assay results from the exploration programs carried out in 2022 on the Croteau-Est, Lac Surprise and October Gold projects were received. At the October Gold Project, reconnaissance geological mapping and prospecting, ground magnetometer surveys totaling 209km were completed, as well as four diamond drill holes, for 853m. A 31km induced polarization (IP) survey was completed at the Chevrier Property, to test an area east of the Chevrier East gold- deposit

The Company will continue mineral exploration at Lac Surprise and Croteau Est through 2023.

Year to date, the Company has:

• a) Compiled and released initial results for the first four diamond drill holes from the Fall, 2022 program at Lac Surprise (see SUP press release, Jan. 16, 2023)

4

Northern Superior Resources Inc. Management’s Discussion and Analysis For the three months ended March 31, 2023

• b) Received results of the ground magnetometer survey completed on the October Gold Project in late 2022.

• c) Received and compiled results of the diamond drill project completed at October Gold in December 2022 (4 holes, 853m)

• d) Filed results of the prospecting, diamond drilling and magnetometer programs at October Gold for assessment

• e) Filed for assessment the results of the Induced Polarization survey completed at the Croteau-Est Project in the Fall of 2022

• f) Initiated a diamond drill program at the Philibert Project to attempt to extend mineralization into the “Fault Gap” area and in the northwest section of the mineralization (14 holes, 3,168m)

In September, 2022 the Company received its permit to conduct diamond drilling on the TPK property. The Company continues to be actively engaged in communication with the communities of Nibinamik and Neskantaga in anticipation of a drill program.

Regarding the Thorne Lake, Meston and Rapson Bay mineral properties, the Company initiated in 2022, with the Ontario Provincial Government, the drill permitting process as previous permits have expired. As consultation has not yet been successful with the local First Nations community, the Company has initiated the process for “Exclusion of Time”, which allows the mineral claims to continue to be held without performing assessment work. All these properties are in northwestern Ontario.

Key Properties

Lac Surprise

The Lac Surprise Project is a large (152km2) property situated in the Chapais-Chibougamau mining camp, Québec. Infrastructure is excellent, with year-round road access. The geology of the property broadly consists of mafic-intermediate volcanics, iron formations and sedimentary to volcano-sedimentary packages, wrapped around a series of felsic-intermediate plutons. The property is crossed by three major deformation corridors: the Doda, Remick and Opawica-Guercheville Deformation Zones. These structural features extend off the property and are associated with several gold deposits in the immediate vicinity of Lac Surprise, including the Nelligan (Vanstar-IAMGOLD) and Chevrier (Northern Superior Resources) deposits. Several gold showings and zones occur on the property, the most important of which is the Falcon Gold Zone (FGZ).

The FGZ: Proven Robust Lateral Continuity

The FGZ is a major, near-surface discovery made by Northern Superior over the past 2 ½ years and can be traced west over 900m from the eastern boundary of the property, on strike with Vanstar/ IAMGold’s 5.2M ounces at 0.87 g/t Au Nelligan gold deposit( see Figure 3, Northern Superior press release, June 14, 2022). The robust, lateral continuity of the FGZ is highlighted by a *100% drill hole strike rate (33 of 33 holes) . Notable holes from the FGZ include: LCS21-029 (1.36g/t Au over 40.0m; 273.00-313.00m); LCS19-005ext (1.54g/t Au over 44.9m; 293.50-338.40m); LCS21-43 (1.10g/t Au over 43.0m; 95.00138.00m); and LCS21-032 (1.99g/t Au over 42.6m; 107.40-150.00m) ( see Northern Superior press releases, August 17, 2021; March 10, 2022).

In September 2022, a 6,200m core drill program was initiated on the Lac Surprise Property, designed, in part, to better define the Falcon Zone. As of the end of the Quarter, 5 holes had already been completed and 1,019m drilled.

5

Northern Superior Resources Inc. Management’s Discussion and Analysis For the three months ended March 31, 2023

Extending Gold Mineralization, Target 1B

Three holes from the Q2, 2022 core drill program were designed to establish the potential for an additional gold-bearing system at Target 1B, south of and parallel to the FGZ, Target 1 (see Northern Superior press release, June 14, 2022). This additional system was intersected by all 3 core drill holes with hole LCS 22061 intersecting 0.90 g/t over 13.1m following up on hole LCS20-21 completed in 2020 (0.29g/t Au over 23.1m; see Northern Superior press release January 21, 2021, ). Given that the three core drill holes from this program were purely exploration and spaced over 760m, each of which intersected gold-bearing material across such a strike length, at a relatively shallow depth is encouraging and warrants further testing.

Exploration Targets, Target 1 Area

Step-out exploration diamond drilling northwest of the Falcon Zone was successful in finding new gold occurrences within the Opawica-Guercheville Deformation Zone (see Table 3 below, see NSR News Release October 21, 2022), which are now recognized as belonging to a corridor of mineralization within the OGDZ This new mineralized corridor is defined from drill core assays derived from three drill holes completed during the Company’s 2022 spring- summer drill program (see Table 1; Northern Superior press release, February 28, 2022) and two historic holes completed in previous drill programs. The new holes include: LCS-19-003ext. (1.15 g/t Au over 9.5 m); LCS-22-063 (0.43 g/t Au over 3.1 m); and LCS-22-064 (0.17 g/t Au g over 74.0 m and 0.14 g/t Au over 35 m). see Northern Superior press releases December 9th, 2019; January 21, 2021, October 21, 2022). These holes outline a large and highly prospective mineralized trend over a strike length of 3km within the regional scale (OGDZ).

Amber Area

Northern Superior completed an extensive IP and magnetometer geophysical survey program (58 line kilometers) over its prospective Amber area that was announced in March of 2022 ( see Northern Superior press release, March 14, 2022). This geophysical program is designed to test the southeastward extension of these three gold-bearing shear zones previously identified in this area of the Lac Surprise property ( see Northern Superior press releases, February 17, 2015; October 5, 2015; March 9, 2017).

Current and Future Plans

Between September and December, 2022, a 8,283m core drill program was completed on the Lac Surprise Property. The main objectives of this program are to:

• 1) Infill drilling within the upper part of the Falcon Zone, to provide confirmation of grades, leading to a maiden resource calculation in 2023;

• 2) Further exploration drilling on the Opawica-Guercheville Deformation Zone, concentrating on the area near the intersections in LCS-19-003ext, LCS-22-064 and LCS-20-019 (see Figure 3); and

• 3) Exploration drilling northeast of the Amber Showing, where diamond drilling in 2016 intersected 0.82 g/t Au over 11.55 metres ( see Northern Superior press release, July 11, 2016 ) (Figure 4).

Initial results from this program were reported Jan. 16, 2023 and included several intersections from the Falcon Zone, largely confirming the grade and continuity of this zone. Results for 20 holes remain pending from this program.

6

Northern Superior Resources Inc. Management’s Discussion and Analysis For the three months ended March 31, 2023

Hole Number	From	To	Length	Au g/t	Ag g/t	Mo ppm
LCS-22-067	63.10	109.00	45.90	1.63	3.52	67.87
including	63.10	82.60	19.50	2.91	5.73	53.90
and including	68.00	70.85	2.85	9.77	6.95	54.52
including	104.50	106.00	1.50	5.26	12.27	641.67
and	152.15	162.40	10.25	0.28	0.31	7.09
LCS-22-068	79.00	122.00	43.00	0.84	1.86	27.46
including	104.00	107.00	3.00	1.63	0.46	0.35
including	118.60	120.30	1.70	7.92	26.90	341.53
LCS-22-069	34.00	38.00	4.00	0.26	1.08	3.54
and	44.00	58.50	14.50	0.37	0.58	9.53
and	63.80	74.50	10.70	0.26	0.83	26.05
LCS-22-070	52.55	64.00	11.45	0.14	0.28	1.40
and	176.00	194.50	18.50	0.73	1.23	51.07
including	176	177.5	1.5	3.13	7.93	278.00
including	181.15	182	0.85	3.34	0.98	198.00
and	200.00	210.50	10.50	0.10	0.70	1.18
and	215.00	222.00	7.00	0.29	1.46	2.89
LCS-22-071	82.00	124.00	42.00	0.81	2.20	87.39
including	118.60	121.50	2.90	6.34	21.21	1116.93

Table 5: Selected results from the Fall, 2022 diamond drill program at the Falcon Zone, Lac Surprise Project.

True width is estimated as 50-70% of the reported core length.

The Company has recently posted an updated technical report for this property on SEDAR (www.sedar.com).

Croteau Est

The Croteau Est property is highlighted by an NI 43-101 compliant inferred gold resource consisting of 640,000 ounces at 1.7 g/t Au, referred to as the Croteau Bouchard Shear Zone (CBSZ). The resource was determined from only 64 core drill holes over a 550m strike length and a width of 150m, with most of the drill holes <350m. There is an additional 270,000 ounces gold unclassified ( see Northern Superior press release February 20, 2018). Within the CBSZ there are at least nine high grade ore shoots of mineable width ( 5m true width ) and grade ( 2g/ t Au* ).

2021/ 2022 Reverse Circulation (RC) Programs

The Company recently reported results from its 2021 and 2022 RC drill program (see Northern Superior press release, July 19, 2022). In all, 227 RC holes (1571.4m) were completed. The purpose of this program

7

Northern Superior Resources Inc. Management’s Discussion and Analysis For the three months ended March 31, 2023

was to define the northern and eastern extension of the gold footprint associated with the Croteau-Bouchard Shear Zone (CBSZ) ( see Northern Superior press release, August 24, 2021).

This program was highly successful in that it significantly expanded the CBSZ gold-footprint area , further east and southeast from the area previously defined. This was determined in part from the lithology and geochemistry of bedrock chips recovered from the RC drill, which documented a high-hit rate of intersecting all primary lithologies associated with the CBSZ and CNSZ.

Within this broad area, a potential for a series of stacked gold bearing shear zones identified (south to north)( see Figure 1, A-D; Northern Superior press release, July 19, 2022), generally west to east striking:

• A: The CBSZ, hosting the NI 43-101 compliant, inferred resource of 640,000 oz gold at 1.7 g/t Au; B: The CNSZ, aligned roughly parallel to and north of the CBSZ, possibly converging with the CBSZ to the east;

• C) A third area, with gold-mineralized sericite-carbonate alteration north of both gold bearing CBSZ and Croteau North Shear Zones (CNSZ) ( see Northern Superior press release, January 11, 2022); and

• D) A fourth area , hosting the original Croteau-Est showing with channel samples up to 4.83 g/t Au over 0.7 m , together with geophysics, suggesting a fourth area of alteration north and roughly parallel to the CBSZ, CNSZ and the “third area”.

Within this broad area, multiple, well-defined targets (7) were identified from the distribution of anomalously high gold grain values, highlighted by CRORC14_186 with 244 gold grains recovered, 172 pristine, indicating target close (<200m) to source (see Northern Superior press release, July 19, 2022).

These targets are also defined by bedrock chips recovered from the RC programs that are: i) gold-bearing, with bedrock chips that assayed as high as 0.189 g/t Au (CBRC21_092); and ii) characterized by sericitecarbonate alteration: same alteration associated with the CBSZ 43-101 resource.

Spring 2022 Core Drill Program

Taking advantage of the 2022 cold winter conditions and that drill trails and pads are already cut from the RC programs over areas inaccessible in the summer due to wet ground conditions, the Company initiated and completed an 8 hole (2,407.2m) core drill program to test targets associated with these summer “wet” areas ( see Northern Superior press release, March 22, 2022).

Highlights from this program include:

• New gold discovery in a previously unexplored area of the property. CRO22_120 intersected a broad interval of 1.06g/t Au over 26.3m including higher grade intervals of 1.928g/t Au over 11.0m and 4.98g/t Au over 3.00m ;

• All 8 core drill holes (2,407.2m) from this 2022 winter drilling (Figure 1), intersected lithologies and alteration similar to the CBSZ, within the CNSZ area;

• All 8 intersections were gold bearing, with 5 of those holes consisting of anomalous (≥100ppb) grades; and

• Hole CRO22_120 also pierced the outer shell of one of the target areas identified from the RC drilling (Target Area 5; see Figure 1, Northern Superior press release July 19[th] , 2022), defined by a number of RC holes that yielded anomalous gold grain values. Note that holes CRO22-120 and CRO22-114 intersected mineralization and alteration very similar to the CBSZ.

8

Northern Superior Resources Inc. Management’s Discussion and Analysis For the three months ended March 31, 2023

Summer 2022 Mapping/Prospecting

Northern Superior has recently completed a property-wide bedrock mapping and prospecting program, the purpose of which is to:

• Further test observations made from the various drill programs of stacked, gold-bearing shear zones within the area of the CBSZ;

• Expand the gold footprint associated with the CBSZ through testing for the eastward strike extension of the stacked, gold-bearing shear zones identified in the area of the CBSZ;

• Improve our understanding of the economic potential of gold showings previously discovered across the Croteau Est property (Figure 2); and

• explore several areas identified across the property as being highly prospective for gold mineralization.

• Excavate trenches to expose bedrock in areas identified from the mapping program

Late 2022 Diamond Drill Program

The Company completed a fall core drill program based on the compilation and interpretation of data derived from the various drill programs and current bedrock mapping and prospecting programs. Several core targets have already been established and include (see Figure 1; Northern Superior press release March 22, 2022):

• Test an area of gold values up to 0.64 g/t over 10.9 m in surface channel samples within sericitecarbonate altered shear zones and anomalous Au, Ag and As RC bedrock chip geochemistry with four holes, v, vi, vii;

• Test with two holes the proposed gold-bearing shear zone designated “C”, with two holes (x, xi); and

• Test with two holes the proposed gold-bearing shear zone hosting the Croteau Est showing, designated “D”.

The results of this program are pending.

Induced Polarization (IP) Survey

During Q4, a 89.6 km IP survey was completed over a 3km X 3km area of the northeast section of the property. At this time, the results have not been interpreted.

Current, Future Exploration Plans

Results of the work completed in 2022, plus previous work, continue to suggest that the property holds potential to host a significant gold deposit outside of the CBSZ area. Recommendations for future exploration include:

• Re-interpret the geology of the North Basalt Domain area, based on results of the recent mapping and drilling

• Follow-up the IP survey with prospecting and mapping

• Further mapping, prospecting and possible till sampling futher north, within the North Basalt Domain, closer to the Fairibault Fault

• Additional diamond drilling in the NBD, as warranted by results of the 2022 program

Wapistan

Wapistan is an important, early-stage mineral exploration property within Northern Superior’s exploration property portfolio. Strategically positioned within the James Bay Lowlands, an emerging and important

9

Northern Superior Resources Inc. Management’s Discussion and Analysis For the three months ended March 31, 2023

exploration and mining camp in Québec ( see Northern Superior press release, April 5. 2022). Several historical showings occur across the property, including: Lac Atsynia, Know Bull, Threefold, Lac Kaychikuapichu-NW, Anomalie 3-26, Atikamakuch North, Lac Shabudowan, Anomalie 3-40, Poplar, Lac Wapistan, Lac Waistan Ouest, P-G Zone West and Threefold ( see Northern Superior press release January 29, 2019).

Previous work completed by Northern Superior on the property include ( see Northern Superior press releases, May 16, 2017, January 29, 2019):

• a) Verification through prospecting of four key historic showings previously reported (Lac Atsynia, Know Bull, Threefold, Lac Kaychikuapichu-NW);

• b) Discovery of 4 new showings (PG-Zone west; Lac Kaychikuapichu; Nimaastaakuwit; Atikamakuch North); and

• c) a 934 line-km helicopter-borne magnetic geophysical survey.

Northern Superior has completed a drone supported, low elevation (20- 30m above ground level), extensive (~1600 line kilometer) high resolution UAV magnetic survey over the property ( see Northern Superior press release, April 5[th] , 2022).

Data derived from this survey coupled with observations made from the 2018 fall prospecting program and the results of a satellite imaging survey were used to plan a property scale bedrock mapping program, completed in August, 2022. During this program, the remaining known mineral showings on the property were visited and sampled. However, the Lac Wapistan Showing remains elusive and could not be found.

As of this writing, the results of the bedrock mapping had not been fully compiled and a report of this work is in progress. It is very clear that the current geological interpretation by the Quebec government is wrong and that further geological mapping is necessary. Initial results show that anomalous gold, silver, copper and nickel values were obtained in several areas.

On March 29, 2023 the Company entered into an Option Agreement with Rockland Resources Ltd. (“Rockland”) for the development of its Wapistan property (see “ SIGNIFICANT EVENTS DURING THE PERIOD ” in this document. Despite its location, Wapistan has never been explored for lithium, which Rockland intends to pursue.

Chevrier

The Chevrier gold property was acquired from the Genesis Metals transaction (see Northern Superior press release, July 13, 2022). In keeping with the Company’s thesis of acquiring large land packages with the intention of capturing complete mineralized systems, this property 100% owned by Northern Superior, includes 574 mineral claims covering an area of 290km[2] . The property is located within the ChapaisChibougamau gold camp, approximately 25km south of Northern Superior’s Croteau Est property and 20km north of the Company’s Lac Surprise property and the Vanstar/ IAMGold Nelligan gold deposit, hosting an NI43-101 complaint, 3.2M oz gold deposit***. The Chevrier gold property is well connected by a road network to all major communities within the area, supplying all required supplies and services, an airport, rail head and hydro.

The Chevrier property occurs on traplines associated with the Communities of the Cree Nations of Oujé Bougoumou and Waswanipi. Northern Superior already has Pre-Development and Mineral Exploration agreements in place with both Communities and have reached out to both to present and discuss exploration plans for the Chevrier property.

10

Northern Superior Resources Inc. Management’s Discussion and Analysis For the three months ended March 31, 2023

The property has an NI43-101 compliant indicated resource of 260K oz Au at 1.26 g/t Au and an inferred resource of 652K oz Au at 1.29 g/t Au. Along with the resource having the potential for growth, there are 23 additional gold targets identified, including 6 high priority targets. These were all identified from a series of exploration programs including property scale bedrock mapping, till sampling (gold grain-in-till; geochemistry) and IP surveys.

Northern Superior reviewed property-related data and identified an area east of the Chevrier East deposit that was both prospective for gold mineralization and required assessment work. Consequently, the Company commissioned a 31 km IP and ground magnetometer survey, completed in October, 2022.

October Gold

The October Gold property was also acquired from the recently completed Genesis Metals transaction (see Northern Superior press release, July 13, 2022). As with all of Northern Superior’s properties, the October property is a large one consisting of 1,281 claims covering an area of 265km2. The property is located in northeastern Ontario, 105 km southwest of Timmins and within the Swayze Greenstone Belt. The property is accessible via an all-season highway and network of forestry roads. This property is situated approximately 35km northwest of IAMGold’s Côté Lake project and approximately 50kms southeast of Newmont’s Borden Lake mine. Memorandum of Understanding agreements have been signed with two local First Nations, Flying Post and the Chapleau Cree. The Company has reached out to both communities to establish a working relationship with each.

The October Gold property is thought to occur on a western extension of the Cadillac- Larder Lake break, straddling an approximate 15km portion of the Ridout Deformation zone. Aside from a favorable structural association for gold mineralization and close proximity to an operating gold mine and a second in development, evidence for economic gold potential associated with the property includes two strong gold soil gas hydrocarbon anomalies (1.5 km x 3.0 km and 2.0 by 2.0 km), a grab sample that assayed 9.23g/t Au and widespread anomalous gold values from previous diamond drilling.

In October 2021, Genesis Metals commenced a multifaceted exploration program to define drill targets including: i) initial geological mapping; ii) prospecting; iii) rock sampling and channel sampling program; iv) property wide LiDAR survey; v) surficial (Quaternary) geological mapping; vi) orientation biogeochemical and geochemical survey; and vii) a detailed property wide Helicopter magnetic survey.

Between August and October, 2022, reconnaissance geological mapping and prospecting were carried out, mainly close to existing logging roads. Anomalous gold values up to 0.65 g/t were found in three new areas and the historic Woman River Showing was located and sampled, yielding assays up to 11.50 g/t Au. As well, grab samples from the southwestern part of the property assayed up to 0.55g/t Au, 1650ppm Cu and 4100ppm Zn, in separate samples. These results suggest the property is prospective for both gold and base metal deposits.

Consequently, ground magnetometer surveys were completed in two areas: the South Benton grid for 176.45 line km and the Mallard West grid, for 132.55 line km. The purpose of these surveys is to delineate stratigraphy and structure in overburden covered areas and to locate target areas for additional work. At present, the results of these surveys are still being interpreted.

In addition, 4 diamond drill holes were put down, for a total of 853m to better understand the geology around the Ridout Deformation Zone. Although, intervals of sericite and silica alteration and pyrite mineralization were encountered, no anomalous gold assays were returned.

11

Northern Superior Resources Inc. Management’s Discussion and Analysis For the three months ended March 31, 2023

TPK

In September, the Company received its permits to conduct diamond drilling on the TPK property. As a result of receipt of its permit, the Company has initiated contact with relevant First Nations communities to establish an Early Exploration Benefits Agreement (EEBA).

Philibert

The Philibert property was acquired from the recently completed Royal Fox transaction (see Northern Superior press release, November 4, 2022). Philibert is a gold exploration project located around 60 km South-West of the city of Chibougamau, Quebec, Canada. The property is located around a 7h drive north of Montréal. The Philibert property hosts a 3-kilometre trend of near-surface mineralization, which includes 5 mineralized domains associated with northwest-trending shear zones, related to the OpawicaGuercheville Deformation zone, a large system of anastomosing shear and fault zones and host to the historic Joe Mann Mine, which has an historical cumulative production of 4,754,377 t grading 8.26 g/t Au (Faure, 2012). The mineralization is parallel to sub-parallel to the northwest-southeast striking gabbro sills of the Philibert Horizon, with moderate dips to the northeast and commonly associated with disseminated pyrite and pyrrhotite in silicified shears zones. The Philibert trend is separated into the northwest and southeast zones by the north-northeast Obatogamau Fault, interpreted from geophysical surveys and drill core. Mineralization has been interpreted on both the northwest and southeast domains to stop at the fault for 280 metres along strike.

* Reference for Northern Superior’s 640,000 ounce Inferred Gold Resource: “Drabble, Mark (B. App. Sci. (Geology), MAIG, MAusIMM); Glacken, Ian (BSc Hons (Geology), FAusIMM (CP), MIMMM, CEng; Kahan, Cervoj (B. App. Sci., MAIG, MAusIMM); Morgan, Rebecca (BSc Hons (Geology), GDip (Mining), MAIG, MAusIMM). October 12, 2015. Technical Report on the Croteau Est Gold Project, Québec September 2015, Mineral Resource Estimate.”

_ Reference for Genesis Metals Mineral Resources Estimation:** “Lomas, Susan (P.Geo); Lavoie, Jonathan (Eng., M.Sc.); Liboiron, André (Géo). March 10, 2022.NI 43-101 Technical Report Mineral Resource Estimation for the Chevrier Main Deposit, Chevrier Project, Chibougamau, Québec, Canada.”_

* Reference for IAMGOLD/Vanstar’s Nelligan 5.2MM Inferred Gold Resource: Iamgold Corporation News Release, Jan. 12, 2023 : IAMGOLD Announces Updated Resource Estimate at Nelligan - Growing Resources by 63% with 2.0 Million Gold Ounces in Indicated Resources and 3.2 Million Gold Ounces in Inferred Resources

KEY EVENTS Q1 2023

Lac Surprise

• Released results of the first four diamond drill holes from the Fall, 2022 Program (SUP press release, Jan. 16, 2023)

• Results of drilling in the Falcon Zone area confirm the continuity of the zone above the 150m elevation

• Work report of the exploration programs undertaken in 2022 is in progress.

Croteau Est

• Continued to receive and compile results of the diamond drilling program undertaken in Fall, 2022

• Work report of the exploration programs undertaken in 2022 is in progress.

12

Northern Superior Resources Inc. Management’s Discussion and Analysis For the three months ended March 31, 2023

Wapistan

• Began compiling results from the summer prospecting/mapping program

• Five new gold showings (>0.1g/t Au) were found, as well as gold values up to 0.27 g/t reported at the Lac Shabudowan (Silver) Showing for the first time

• One new showing, a rusty, sheared basalt assayed 0.54 g/t Au, 7.63 g/t Ag, 830ppm Cu, 660ppm Pb and 966ppm Zn

• Historical gold values up to 1.4 g/t at the Lac Wapistan Ouest Showing were not confirmed

• o Three new silver showings (>1.0 g/t Ag) were found

• Silver values at the Lac Atsynia and Poplar Showings were not as high as had been reported historically

• Three new copper showings (>500ppm Cu) were found. Also values up to 827 ppm Cu were obtained at Lac Wapistan Ouest and up to 4960 ppm Cu at the Lac Atsynia Showing, the first time copper has been reported in these localities.

• Nickel values up to 1730 ppm Ni were obtained from the vicinity of the Lac Atsynia Showing. Values up to 722 ppm Ni were obtained a highly sulphidic contact in the vicinity of the historic Anomalie 4-26 Showing.

• Many of the samples with anomalous nickel values also had anomalous chromium values, suggesting rocks of ultramafic affinity. Additional analyses of platinum group elements were requested.

Chevrier

• Filed for assessment, the report of the Induced Polarization survey completed in October, 2022

• Planned a diamond drill program to extend mineralization in the Chevrier Main resource area. However, due to funding restraints, this program will be deferred.

• Planned a geology mapping program in the Trenholm Block, to be conducted in Q2/Q3

October Gold

• Received results of the ground magnetometer survey completed on the October Gold Project in late 2022.

• Received and compiled results of the diamond drill project completed at October Gold in December 2022 (4 holes, 853m). No significant gold values were found.

• Filed results of the prospecting, diamond drilling and magnetometer programs at October Gold for assessment.

TPK

• The Company continued to be actively engaged in communication with the community of Nibinamik in anticipation of a drill program and is seeking to establish communication and engagement with the community of Neskantaga.

Philibert

• Results of 16 diamond drill holes, previously completed by Royal Fox Gold were released (SUP press Release Jan. 11, 2023). Results include DDH PB-22-360, which returned 5.96 g/t Au over 10.0 metres from180.0 to 190.0 metres, including 11.2 g/t Au over 0.5 metres from 181.5 to 182.0 metres and including 12.9 g/t Au over 0.5 metres from 182.5 to 183.0 metres; DDH PB-22-339, which returned 2.94 g/t Au over 14.0 metres from 340.0 to 354.0 metres, including 4.01 g/t Au over 8.9 metres from 341 to 349.9 metres, and including 9.79 g/t Au over 2.0 metres from 346.0 to 348.0 metres and DDH PB-22-400, returning 1.63 g/t Au over 20.6 metres from 86.4 to 107.0 metres,

13

Northern Superior Resources Inc. Management’s Discussion and Analysis For the three months ended March 31, 2023

• including 3.61 g/t Au over 7.6 metres from 86.4 to 94.0 metres and 1.26 g/t Au over 9.5 metres from 116.0 to 125.5 metres.

• In late February, a diamond drill program was initiated to extend and define known mineralized zones into the “Fault Gap” area, as well as an area in the northwest portion of the deposit area. 14 NQ diamond drill holes were completed by March 31, for a total of 3,168m, from which 1740 samples were taken (including QC)

• Continuity of key marker horizons, such as the quartz-gabbro has been established in the “Fault Gap”

• Wide intervals of sericite-carbonate-chlorite and silica alteration, accompanied by variable amounts of disseminated pyrite and quartz veins, have been intersected in both areas.

• Assay results are pending.

Geoscientific Database

• Real time integration of all data from the various 2022 exploration programs into the database including:

• ✔ Lac Surprise and Croteau Est core drill programs

• ✔ Chevrier diamond drill and geophysical information

• ✔ Philibert diamond drill and geophysical information

• ✔ October Gold mapping, geophysics and diamond drilling

• ✔ Wapistan geological mapping

• Continued growth of the Company’s geoscientific database from the acquisition of newly published, publicly available geoscientific data (database now almost two tera bytes in size).

OUTLOOK AND STRATEGY Corporate

• The spinout of the Company’s Ontario assets, which include the TPK project in Northern Ontario.

• ● Continue to build and strengthen the Company’s relationships with its various First Nation stakeholders.

Lac Surprise

• Receive and compile the remainder of the results from the Fall 2022 diamond drill program

• Additional prospecting in selected areas, identified through the 2022 prospecting/mapping program.

Croteau Est

• Receive and compile results of the late 2022 diamond drill program,

• Interpret the results of the IP and ground magnetometer survey, completed on the east side of the property

Wapistan

• Compile the results of the reconnaissance mapping and integrate with previous data

• Investigate potential opportunities to monetize the project by optioning the project to a third party.

• ● Engage the Cree Nation of Wemindji.

14

Northern Superior Resources Inc. Management’s Discussion and Analysis For the three months ended March 31, 2023

Chevrier

• Carry out a limited program of geological mapping, focused on the Trenholme Block

• Engage the Cree First Nation communities of Oujé Bougoumou and Waswanipi to discuss potential exploration plans.

Philibert

• Receive and compile results from the recent diamond drill program.

• Continue work towards an updated resource estimate.

October Gold

• Investigate potential opportunities to monetize the project by optioning the project to a third party

• ● Engage the First Nation communities of Chapleau Cree and Flying Post to discuss exploration plans.

TPK Property

• Consider geophysical inversion modelling for the Annex area of the property to further refine targets in that area;

• Logistics planning and procurement of various suppliers and contractors in anticipation of initiating a core drill program 2023; and

• Engage the First Nation communities of Neskantaga and Nibinamik to discuss exploration plans.

Geoscientific Database

• Continue to integrate all geoscientific data into the Company’s extensive geoscientific database derived from all its 2022 exploration programs to date including:

• The Lac Surprise and Croteau Est core drill programs;

• The Croteau Est reverse circulation drill program;

• The Lac Surprise, Amber area IP and magnetic geophysical survey;

• The Wapistan drone supported magnetic survey;

• The Chevrier geoscientific database

• The October geoscientific database

• The Philibert geoscientific database

15

Northern Superior Resources Inc. Management’s Discussion and Analysis For the three months ended March 31, 2023

RESULTS OF OPERATIONS

Exploration and evaluation property expenditures

	Ontario Quebec	Ontario Quebec
	Ti-pa-haa- kaa-ning October Gold Croteau Est Lac Surprise Wapistan Chevrier Philibert Total ($) ($) ($) ($) ($) ($) ($) ($)
Balance, December 31, 2022	2,202,858 2,444,934 8,286,098 11,015,908 948,838	4,330,514 18,903,314 48,132,464
Acquisition Assessment and maintenance Analytical Geophysics Geology Drilling Project administration	- 929 - - - 17,927 - 283 - - - - 67,849 26,928 - - - - - - 4,263 24,852 47,791 95,675 1,487 - - 75,488 10,693 - 77,916 - 61,620 109,210 14,759	1,403 534,261 536,593 - - 18,210 - - 94,777 26,016 - 26,016 13,487 698,791 886,346 2,905 - 89,086 - - 263,505
Net change	100,106 25,781 253,031 242,506 16,246	43,811 1,233,052 1,914,533
Balance, March 31, 2023	2,302,964 2,470,715 8,539,129 11,258,414 965,084	4,374,325 20,136,366 50,046,997

General and administrative costs

	Year ended December 31,
	2023 2022 ($) ($)
General operating expenditures Consulting fees Legal and accounting Office expenses and salaries Shareholder information Travel Foreign exchange Taxes	37,600 21,815 132,058 23,015 236,063 156,890 166,912 29,292 2,178 - 3,205 33 16,873 -
Other items Depreciation Interest income Change in fair value of contingent value rights Accretion and interest expense Share-based payments Flow-throughshare premium recovery	594,889 231,045 7,919 - (6,220) (9,005) 296,465 - 32,521 - 539,323 11,874 - (991,910)
	870,009 (989,040)
Loss(income) for theperiod	1,464,897 (757,996)

For the three months ended March 31, 2023 (“Q1/23”) as compared with the three months ended March 31, 2022 (“Q1/22”)

General operating expenditures in Q1/23 increased as compared with Q1/22 attendant with increased corporate and general activities, pursuant to which the Company incurred legal and accounting expenditures of $132,058 (Q1/22: $23,015) and shareholder information expenditures of $166,912 (Q1/22: $29,292). The Company recorded the extinguishment of flow-through premium liabilities of $Nil (Q1/22:

16

Northern Superior Resources Inc. Management’s Discussion and Analysis For the three months ended March 31, 2023

$999,910), share-based payments of $539,323 (Q1/22: $11,874) on the vesting of incentive stock options and RSUs, and the change in fair value of contingent value rights of $296,465 (Q1/22: $Nil).

SUMMARY OF QUARTERLY RESULTS

The table below presents selected financial data for the Company’s eight most recently completed quarters.

Quarter ended Interest (expense) income Net income (loss) Net income (loss) per share (basic and diluted) Total assets	2023 Mar 31 (Q1) ($) (24,917) (1,464,897) (0.01) 54,725,847	Dec 31 Sept 30 June 30 Mar 31 (Q4) (Q3) (Q2) (Q1) ($) ($) ($) ($) 12,009 36,704 9,555 9,005 493,184 169,039 235,660 757,996 0.00 0.00 0.00 0.01 51,072,141 30,610,370 24,289,935 25,554,538 2022	2021
			Dec 31 Sept 30 June 30 (Q4) (Q3) (Q2) ($) ($) ($)
			5,040 4,489 5,785 (1,134,836) (187,775) 12,707 (0.02) (0.00) 0.00 24,846,553 18,590,300 18,739,160

The change in net loss in Q1/23 from net income in Q4/22 reflects the Company recording the extinguishment of flow-through premium liabilities of $Nil (Q4/22: $1,301,469) and a change in fair value of contingent value rights of $296,465 (Q4/22: $177,879). In Q1/23, the Company closed a private placement for gross proceeds of $5,000,000 (Q4/22: $Nil) and received a total of $641,286 on the exercise of warrants and stock options (Q4/22: $150,000 on the exercise of stock options). The change in net income in Q4/22 from Q3/22 reflects the Company recording the extinguishment of flow-through premium liabilities of $1,301,469 (Q3/22: $445,994) and a change in fair value of contingent value rights of $177,879 (Q3/22: $Nil). Additionally, legal and accounting expenses of were $209,550 in Q4/22, while in Q3/22, the Company reclassified certain legal and accounting expenses related to the acquisition of Genesis Metals from general operating expenditures to the cost of the purchase. In connection with the financings for gross proceeds totaling $10,674,000 completed from April to December 2020, and totaling $6,650,351 in December 2021, the Company had funds available to place in interest-bearing instruments. Interest income changes from periods Q1/21 to Q4/22 result in the availability of funds placed in interest-bearing instruments, subsequent to those funds being deployed to exploration and operating expenditures. The change to net income in Q3/22 from Q2/22 reflects the reclassification of certain expenses related to the acquisition of Genesis Metals from general operating expenditures to the cost of the purchase of Genesis Metals, share-based payments of $116,175 (Q2/22: $23,890), and the recording of the flow-through share premium recovery of $445,994 in Q3/22 (Q2/22: $669,474). The change to net income in Q2/22 from Q1/22 reflects the recording of the flow-through share premium recovery of $669,474 in Q2/22 (Q1/22: $991,910). The change to net income in Q1/22 from net loss in Q4/21 reflects the recording of recording of the flow-through share premium recovery of $991,910 in Q1/22 (Q4/21: $4,954). In Q1/22, the Company recorded share-based payments of $11,874 on the vesting of stock options and RSUs (Q4/21: $854,151). The change to net loss in Q4/21 from net loss in Q3/21 reflects the recording of share-based payments of $854,151 (Q3/21: $Nil). The change to net loss in Q3/21 from net income in Q2/21 reflects the recording of the flow-through share premium recovery of $18,317 (Q2/21: $223,429). The change to net income in Q2/21 from net income in Q1/21 reflects the recording of the flow-through share premium recovery of $223,429 (Q1/21: $184,494). Total assets at December 31, 2022 include the exploration and evaluation expenditures at the Company’s properties, which now include the Philibert property, as well as the Chevrier and October Gold properties. Total assets at September 30, 2022 include the exploration and evaluation expenditures at the Company’s properties, including the Chevrier and October Gold properties. Total assets increased in Q1/22 to $25,554,538 on the capitalization of exploration and evaluation assets expenditures of $2,663,817. In general, the movement of total assets quarter over quarter relates to the cash and capitalized exploration and evaluation assets at each quarter end.

17

Northern Superior Resources Inc. Management’s Discussion and Analysis For the three months ended March 31, 2023

RELATED PARTY TRANSACTIONS

The Company has arrangements pursuant to which parties related to the Company by way of directorship or officership provide certain services, either directly or through companies owned or controlled by the officers and directors. Transactions were in the normal course of operations and all the costs are recorded at the terms agreed upon between the parties. Each independent Director earns a fee of $5,000 per quarter, with Board and committee chairs earning an additional $625 per quarter.

The Company’s key management, Directors’ fees and related party expenses for the three months ended March 31, 2023 and 2022 follow:

	March 31,
	2023 2022 ($) ($)
Management fees Geological services Legal fees Directors' fees Share based payments	231,315 ~~(~~1) 77,250 41,250 41,250 56,332 ~~(~~2) 16,000 25,000 33,125 498,012 53,912
	851,909 221,537

~~(~~ 1) At March 31, 2023, a total of $16,300 was owed to a company owned by an officer of the Company.

~~(~~ 2) At March 31, 2023, a total of $73,782 was owed to a law firm for which one of the officers of the company is a partner.

Additionally, at March 31, 2023, $2,000,000 was owed to consideration payable holders, a majority of which is a company controlled by a director in common with the Company, in connection with the acquisition by Royal Fox of 9396-1217 on May 21, 2021 (see “SUBSEQUENT EVENTS” in this document)

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

The Company’s cash and cash equivalents are comprised of bank deposits. The Company’s cash is comprised of bank deposits. Accounts payable and accrued liabilities of $588,533 are due in the second quarter of 2023. At March 31, 2023, the Company had cash and cash equivalents, and prepaids and receivable of $3,740,186 and $764,972, respectively, and a working capital deficit of $954,341, which amount includes non-cash liabilities, as to consideration payable of $2,000,000 and contingent value rights valued at $2,846,065 on March 31, 2023, both of which are to be settled by way of common shares in the capital of the Company. Cash used in operating activities for the Period was $943,788.

The Company must manage its treasury while satisfying regulatory requirements, maintaining its property agreements in good standing, and conducting exploration programs. As results of exploration programs are determined and other opportunities become available to the Company, management may seek to complete external financings as required in order to fund further exploration. Should the Company wish to continue fieldwork on its exploration projects, further financing will be required and the Company will either have to go to the market or engage a strategic partner to achieve this. Given the volatility in equity markets, unfavorable market conditions in the mining industry, cost pressures and results of exploration activities, management regularly reviews expenditures and exploration programs and equity markets in order that the Company has sufficient liquidity to support its growth strategy.

18

Northern Superior Resources Inc. Management’s Discussion and Analysis For the three months ended March 31, 2023

The Company is not in commercial production on any of its mineral properties and continues to incur operating losses, has limited financial resources, no source of operating cash flow, and there can be no assurance that sufficient funding will be available to conduct further exploration and development of its mineral properties. The Financial Statements contain a note that indicates the existence of material uncertainties that raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the financing necessary to fund its mineral properties through the issuance of capital stock, through entering into joint ventures or by realizing proceeds from the disposition of its mineral interests. Management plans to continue to secure the necessary financing through a combination of equity financing and entering into joint venture arrangements; however, there is no assurance that the Company will be successful in these actions. These material uncertainties may cast significant doubt about the Company’s ability to continue as a going concern. The condensed interim consolidated financial statements do not give effect to adjustments to the carrying values and classification of assets and liabilities that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

CHANGES IN ACCOUNTING POLICIES

The Company’s accounting policies for the year ended December 31, 2022 are described in Note 3 of the Financial Statements. There were no changes in the Company’s accounting policies during the period ended March 31, 2023.

SUBSEQUENT EVENTS

• In respect of the Philibert property, the Company exercised option 2 of the Philibert Option Agreement, such that it has now earned a 75% ownership interest in the Philibert property. The Company has the option to increase its ownership of the Philibert project to 100% by making a cash payment of $3,500,000 to SOQUEM on or before March, 2026.

• On April 28, 2023, the Company entered into agreement with the consideration payable holders to satisfy its obligations relating to the payment due on November 21, 2022, pursuant to which the payment originally due on November 21, 2022 is now due on May 21, 2023. In May 2023, the consideration payable holders further agreed to defer the total amounts due May 21, 2023 until June 2023.

• On May 3, 2023, holders of 285,247 Genesis warrants who were eligible to receive up to, in the aggregate, 65,721 common shares of Northern Superior shares on the exercise of Genesis warrants, allowed those warrants to expire.

OFF-BALANCE SHEET ARRANGEMENTS

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

19

Northern Superior Resources Inc. Management’s Discussion and Analysis For the three months ended March 31, 2023

OUTSTANDING SHARE CAPITAL INFORMATION AT THE REPORT DATE

Common shares - issued and outstanding 137,492,766 Warrants 254,627 Stock options 12,137,009 Restricted Share Units 833,747 Fully diluted 150,718,149

Additionally, as at the date of this Report:

• a) holders of 71,623,000 Royal Fox warrants were eligible to receive up to, in the aggregate, 8,594,760 common shares of Northern Superior Shares on the exercise of Royal Fox warrants.

• b) holders of 2,033,325 Genesis warrants were eligible to receive up to, in the aggregate, 468,478 common shares of Northern Superior Shares on the exercise of Genesis warrants.

FINANCIAL INSTRUMENTS

As at March 31, 2023, the Company’s financial instruments consist of cash and cash equivalents, prepaids and receivables, and accounts payable and accrued liabilities, contingent value rights and consideration payable. IFRS requires disclosures about the inputs to fair value measurements for financial assets and liabilities recorded at fair value, including their classification within a hierarchy that prioritizes the inputs to fair value measurement.

Fair value estimation

The Company’s financial assets and liabilities are initially measured and recognized according to a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs.

The three levels of fair value hierarchy are as follows:

• Level 1: Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

• Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

• Level 3: Inputs for the asset or liability that are not based on observable market data.

The carrying values of cash and cash equivalents, receivables and other and accounts payable and accrued ‐ liabilities approximate their fair values due to the short term maturity of these financial instruments.

As at March 31, 2023, the Company believes that the carrying values of prepaids and receivables, accounts payable and accrued liabilities, contingent value rights and consideration payable approximate their fair values because of their short maturity dates or durations.

Credit risk

Credit risk is the risk that the counterparty to a financial instrument will fail to meet their payment obligations, thus this risk is primarily attributable to cash. The Company’s cash and cash equivalents are held at large Canadian financial institutions such that counterparty risk is considered to be very low.

20

Northern Superior Resources Inc. Management’s Discussion and Analysis For the three months ended March 31, 2023

Interest rate risk

Interest rate risk is the risk that the fair values or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As at March 31, 2023 this risk relates just to the Company’s cash where interest rate risk is low due to the low prevailing interest rates.

RISKS AND UNCERTAINTIES

General

Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits, which, though present, may be insufficient in quantity and quality to return a profit from production at a given time. The Company evaluates its property interests on an ongoing basis and intends to abandon properties that fail to remain prospective. A high level of ongoing expenditures is required to locate and estimate ore reserves, which are the basis for further development of a property. At the time of writing this Report the Company expects to incur further property acquisition, and development and exploration expenses. The Company has a history of incurring losses and deficits and is subject to a number of risks and uncertainties due to the nature of its business and present stage of explorations, such as, but not limited to, the risks discussed below and contained elsewhere in this Report. The Company, and thus the securities of the Company, should be considered a highly speculative investment, and investors should carefully consider all of the information disclosed in this MD&A prior to making an investment in the Company as well as during their time as investors.

- Coronavirus (COVID 19)

Since March 2020, several governmental measures have been implemented in Canada and the rest of the world in response to the coronavirus (COVID-19) pandemic. While the impact of COVID-19 and these measures are expected to be temporary, the current circumstances are dynamic and the impacts of COVID19 on the Company’s business operations cannot be reasonably estimated at this time. The Company continues to operate its business and adheres to Canadian Federal and Provincial emergency measures as those are developed, to adapt to these changing circumstances, and to evaluate the best way to move its exploration activities forward during current conditions and when emergency measures are lifted.

International Conflict

International conflict and other geopolitical tensions and events, including war, military action, terrorism, trade disputes, and international responses thereto have historically led to, and may in the future lead to, uncertainty or volatility in global energy, supply chain and financial markets. Russia's recent invasion of Ukraine has led to sanctions being levied against Russia by the international community and may result in additional sanctions or other international action, any of which may have a destabilizing effect on commodity prices, supply chain and global economies more broadly. Volatility in commodity prices and supply chain disruptions may adversely affect the company’s business and financial condition.

The extent and duration of the current Russian-Ukrainian conflict and related international action cannot be accurately predicted at this time and the effects of such conflict may magnify the impact of the other risks identified in this MD&A, including those relating to commodity price volatility and global financial conditions. The situation is rapidly changing and unforeseeable impacts may materialize, and may have an adverse effect on the Company’s business, results of operations and financial condition.

Limited Financial Resources and Going Concern

The Company has no significant source of operating cash flow and no revenues from operations. The Company has limited financial resources, no operating revenues and its ability to continue operating as a

21

Northern Superior Resources Inc. Management’s Discussion and Analysis For the three months ended March 31, 2023

going concern is dependent upon management’s success in raising additional monies to sustain the Company until cash flow from operations is adequate to sustain the Company’s viability. Substantial expenditures are required to be made by the Company and/or its development partners to establish ore reserves and develop a mining operation. Exploration and development of mineral deposits is an expensive process, and frequently the greater the level of interim stage success the more expensive it can become. At present, the Company has no producing properties and generates no operating revenues; therefore, for the foreseeable future, it will be dependent upon selling equity in the capital markets to provide financing for its continuing exploration budgets.

Failure to obtain additional financing could result in the delay or indefinite postponement of further exploration and development of the Company’s projects and the Company may become unable to carry out its business objectives. The Financial Statements contain a note that indicates the existence of material uncertainties that raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the financing necessary to fund its mineral properties through the issuance of capital stock or joint ventures, and to realize future profitable production or proceeds from the disposition of its mineral interests.

While the Company has been successful in obtaining financing from the capital markets for its projects in recent years, there can be no assurance that the capital markets will remain favorable in the future, and/or that the Company will be able to raise the financing needed to continue its exploration programs on favorable terms, or at all. Restrictions on the Company’s ability to finance could have a materially adverse outcome on the Company and its securities, and its ability to continue as a going concern.

Flow-through agreements

From time to time, the Company may enter into flow-through agreements (“FT Agreement”) with subscribers, pursuant to which the Company commits to incur certain flow-through expenditures, as that term is defined in the FT Agreement (“FT Expenditures”) and renounce those FT Expenditures to subscribers. Should the Company be unable to incur and/or renounce all or a portion of those FT Expenditures in accordance with the terms of the FT Agreement, the Company may have liability to the subscriber as a result of failure to renounce FT Expenditures.

Title, Rights and Permits

The Company has investigated title to all of its exploration properties and, to the best of its knowledge, title to all of its properties, and properties that it has the right to acquire or earn an interest in are in good standing; however, the Company’s properties may be subject to prior unregistered agreements or transfers and title may be affected by undetected defects. These defects could adversely affect the Company’s title to such properties or delay or increase the cost of the development of such properties.

The Company’s properties may also be subject to Aboriginal/First Nations or other historical rights that may be claimed on Crown properties or other types of tenure with respect to which mineral rights have been conferred. The Company is in ongoing communication with the Aboriginal/First Nations communities associated with its properties, and is aware of the mutual benefits afforded by co-operative relationships with indigenous people in conducting exploration activity, and is supportive of measures established to achieve such co-operation.

The Company may be required to receive permits to conduct some of its exploration work at certain projects. While the Company diligently completes the application process, there is no guarantee that the permit(s) will be secured. Failure to acquire the necessary permit(s) could have a material impact on the Company’s ability to fulfill its programs.

22

Northern Superior Resources Inc. Management’s Discussion and Analysis For the three months ended March 31, 2023

Market

The Company’s securities trade on public markets and the trading value thereof is determined by the evaluations, perceptions and sentiments of both individual investors and the investment community taken as a whole. Such evaluations, perceptions and sentiments are subject to change, both in short term time horizons and longer-term time horizons. An adverse change in investor evaluations, perceptions and sentiments could have a material adverse outcome on the Company and its securities.

Metal and Commodities Prices

The mining industry in general is intensely competitive and there is no assurance that, even if commercial quantities of mineral resources are developed, a profitable market will exist for the sale of such product. Factors beyond the control of the Company may affect the marketability of any minerals discovered. No assurance may be given that metal prices will remain stable. Significant price fluctuations over short periods of time may be generated by numerous factors beyond the control of the Company, including domestic and international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods. The effect of these factors on the price of minerals and therefore the economic viability of any of the Company’s exploration projects cannot accurately be predicted. As the Company’s properties are in the exploration stage, the above factors have had no material impact on present operations or income.

Exploration and Development

All of the Company’s properties are in the exploration stage and no known reserves have been discovered on such properties. There is no certainty that the expenditures to be made by the Company or its option partners in the exploration of its properties described herein will result in discoveries of metals in commercial quantities or that any of the Company’s properties will be developed. Most exploration projects do not result in the discovery of economic deposits of metals and no assurance can be given that any particular level of recovery of metals will in fact be realized or that any identified resource will ever qualify as a commercially mineable (or viable) resource which can be legally and economically exploited. Estimates of reserves, mineral deposits and production costs can also be affected by such factors as environmental permit regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. In addition, the grade of metals ultimately discovered may differ from that indicated by drilling results. There can be no assurance that metals recovered in small-scale tests will be duplicated in large-scale tests under on-site conditions or in production scale.

Exploration, Development and Operating

Mineral exploration and mining operations generally involve a high degree of risk. The Company’s operations are subject to all the hazards and risks normally encountered in the exploration, development and production of base metals and other minerals, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. The financing, exploration, development and mining of any of the Company’s properties is furthermore subject to a number of macroeconomic, legal and social factors, including commodity prices, laws and regulations, political conditions, currency fluctuations, the ability to hire and retain qualified people, the inability to obtain suitable adequate machinery, equipment or labor and obtaining necessary services in jurisdictions in which the

23

Northern Superior Resources Inc. Management’s Discussion and Analysis For the three months ended March 31, 2023

Company operates. Unfavorable changes to these and other factors have the potential to negatively affect the Company’s operations and business.

Political and Economic Instability

The Company’s activities in Canada are subject to risks common to operations in the mineral exploration and mining industry in general. Mineral exploration and mining activities and production activities may be affected in varying degrees by political stability and government regulations relating to this industry. Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business. Operations may be affected in varying degrees by government regulations with respect to community rights, restrictions on production, price controls, export controls, restriction of earnings, taxation laws, expropriation of property, environmental legislation, water use, labor standards and workplace safety.

Environmental

Environmental legislation on a global basis is evolving in a manner that will ensure stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessment of proposed development and a higher level of responsibility for companies and their officers, directors and employees. There is no assurance that future changes to environmental legislation in Canada will not adversely affect the Company’s operations. Environmental hazards may exist on properties in which the Company holds interests which are unknown at present and which have been caused by previous owners or operators. Furthermore, future compliance with environmental reclamation, closure and other requirements may involve significant costs and other liabilities. In particular, the Company’s operations and exploration activities are subject to Canadian federal and provincial laws and regulations governing protection of the environment. Such laws are continually changing and, in general, are becoming more restrictive.

Competition in the Mineral Exploration Industry

The resource industry is intensely competitive in all of its phases, and the Company competes with many companies possessing greater financial resources and technical facilities than itself. Competition could adversely affect the Company’s ability to acquire suitable new prospects for exploration in the future. Competition could also affect the Company’s ability to raise financing to fund the exploration and development of its properties or to hire qualified personnel.

Key Personnel

The Company’s operations are dependent to a large degree on the skills and experience of certain key personnel. The Company does not maintain “key man” insurance policies on these individuals. Should the availability of these persons’ skills and experience be in any way reduced or curtailed, this could have a materially adverse outcome on the Company and its securities.

Information Systems and Cyber Security

The Company's operations depend on information technology ("IT") systems. These IT systems could be subject to network disruptions caused by a variety of sources, including computer viruses, security breaches and cyber-attacks, as well as disruptions resulting from incidents such as cable cuts, damage to equipment, natural disasters, terrorism, fire, loss of power, vandalism and theft. The Company's operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increase in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Company's reputation and results of operations. Although to date the Company has not experienced

24

Northern Superior Resources Inc. Management’s Discussion and Analysis For the three months ended March 31, 2023

any material losses relating to cyber-attacks or other information security breaches, there can be no assurance that the Company will not incur such losses in the future. The Company's risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Uninsurable

The Company and its subsidiaries may become subject to liability for pollution, fire, explosion and other risks against which it cannot insure or against which it may elect not to insure. Such events could result in substantial damage to property and personal injury. The payment of any such liabilities may have a material, adverse effect on the Company's financial position.

FORWARD–LOOKING STATEMENTS

Certain of the statements made herein may constitute “forward-looking statements” or contain “forwardlooking information” within the meaning of applicable Canadian securities laws. In this context, forwardlooking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about the potential for mineralization at the Company’s properties, the timelines to complete the Company’s exploration programs, timing for permit applications, timing for resource estimates, timing to complete technical reports, forecasts for exploration expenditures, estimates of future administrative costs and statements about the Company’s future development of its properties.

Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation, risks and uncertainties relating to foreign currency fluctuations; risks inherent in mineral exploration and mine development including environmental hazards, industrial accidents, unusual or unexpected geological formations, ground control problems and flooding; risks associated with the estimation of mineral resources and reserves and the geology, grade and continuity of mineral deposits; the possibility that future exploration, development or mining results will not be consistent with the Company’s expectations; the potential for and effects of labor disputes or other unanticipated difficulties with or shortages of labor or interruptions in production; the potential for unexpected costs and expenses and commodity price; uncertain political and economic environments; changes in laws or policies, delays or the inability to obtain necessary governmental permits; and other risks and uncertainties, including those described under Risk Factors.

Forward-looking information is in addition based on various assumptions including, without limitation, the expectations and beliefs of management, the assumed long-term price of commodities; that the Company can access financing, appropriate equipment and sufficient labor and that the political environment will continue to support the development and operation of mining projects. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements. The Company does not intend to update forwardlooking statements or information, except as may be required by applicable law.

25

Northern Superior Resources Inc. Management’s Discussion and Analysis For the three months ended March 31, 2023

QUALIFIED PERSON

The Company’s disclosure of a technical or scientific nature in this Report has been reviewed and approved by Rodney Barber P.Geo a Qualified Person (“QP”) (as defined in National Instrument 43-101, “Standards of Disclosure for Mineral Projects”).

APPROVAL

The Board of Directors oversees management’s responsibility for financial reporting and internal control systems through an Audit Committee. This Committee meets periodically with management and annually with the independent auditors to review the scope and results of the annual audit and to review the financial statements and related financial reporting and internal control matters before the financial statements are approved by the Board of Directors and submitted to the shareholders of the Company. The Board of Directors of the Company has approved the Financial Statements and the disclosure contained in this MD&A. A copy of this MD&A will be provided to anyone who requests it.

ADDITIONAL INFORMATION

Additional information is available on the Company’s website at www.nsuperior.com or on SEDAR at www.sedar.com.

26