Alta Copper : Year End Report at Dec 31, 2023 MDA

Alta Copper Corp. (formerly "Candente Copper Corp".) Management's Discussion and Analysis

For the year ended December 31, 2023 Expressed in United States Dollars

Alta Copper Corp. (formerly "Candente Copper Corp".)

Management's Discussion and Analysis

For the year ended December 31, 2023

TABLE OF CONTENTS
	Page
BUSINESS OVERVIEW	4
PROJECT SUMMARIES	5
FORTESCUE LTD.	5
COMMUNITY RELATIONS	14
CONSOLIDATED OPERATING HIGHLIGHTS	17
CONSOLIDATED FINANCIAL HIGHLIGHTS	18
LIQUIDITY AND CAPITAL RESOURCES	19
OUTSTANDING SHARE DATA	19
COMMITMENTS	20
OFF BALANCE SHEET ARRANGEMENTS	20
PROPOSED TRANSACTIONS	20
RELATED PARTY TRANSACTIONS	20
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS	21
FINANCIAL RISK, FINANCIAL INSTRUMENTS AND CAPITAL MANAGEMENT	22
INTERNAL CONTROLS OVER FINANCIAL REPORTING ("ICFR")	25
RISK FACTORS	25

2

Alta Copper Corp. (formerly "Candente Copper Corp".)

Management's Discussion and Analysis

For the year ended December 31, 2023

INTRODUCTION

The following management's discussion and analysis ("MD&A") of the financial condition and results of the operations of Alta Copper Corp. (formerly "Candente Copper Corp"), ("Alta Copper" or the "Company") constitute management's review of the factors that affected the Company's financial and operating performance for the year ended December 31, 2023. This MD&A was written to comply with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations. This discussion should be read in conjunction with the audited annual consolidated financial statements of the Company for the year ended December 31, 2023, together with the notes thereto. Results are reported in United States dollars, unless otherwise noted. In the opinion of management, all adjustments (which consist only of normal recurring adjustments) considered necessary for a fair presentation have been included. Information contained herein is presented as of March 11, 2024, unless otherwise indicated.

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, (the "Board") considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Alta Copper's common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Further information about the Company and its operations is available on Alta Copper's website at www.altacopper.comor on the System for Electronic Documents Analysis and Retrieval (SEDAR+) at www.sedarplus.ca.

FORWARD-LOOKING STATEMENTS

This MD&A contains certain "forward-looking information" which may include, but is not limited to, statements with respect to future events or future performance, management's expectations regarding the Company's growth, results of operations, estimated future revenues, requirements for additional capital, production costs and revenue, future demand for and prices of copper and precious metals, business prospects and opportunities. In addition, statements relating to mineral estimates or mineralized material of recoverable copper and precious metals are forward-looking information, as they involve implied assessment, based on certain estimates and assumptions, that the copper and precious metals can be profitably produced in the future. Such forward-looking information reflects management's current beliefs and is based on information currently available to management. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "predicts", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative or grammatical variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. A number of known and unknown risks, uncertainties and other factors may cause the actual results or performance to materially differ from any future results or performance expressed or implied by the forward-looking information. Such factors include, among others, general business, economic, competitive, political and social uncertainties; development and/or exploration activities and the accuracy of probability simulations prepared to predict prospective mineral resources; changes in project

3

Alta Copper Corp. (formerly "Candente Copper Corp".)

Management's Discussion and Analysis

For the year ended December 31, 2023

parameters as plans continue to be refined; political instability or insurrection or war; labor force availability and turnover; delays in obtaining governmental approvals and permits or in the completion of development or construction activities or in the commencement of operations; as well as those factors discussed in the section entitled "Risks Factors" in this MD&A. These factors should be carefully considered, and readers of this MD&A should not place undue reliance on forward-looking information.

Although the forward-looking information contained in this MD&A is based upon what management believes to be reasonable assumptions, there can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Such forward-looking information is made as of the date of this MD&A and, other than as required by applicable securities laws, Alta Copper assumes no obligation to update or revise such forward-looking information to reflect new events or circumstances.

USE OF NON-GAAP MEASURES

In this document, we refer to terms that do not have any standardized meaning prescribed by International Financial Reporting Standards ("IFRS"). Our usage of these terms may vary from the usage adapted by other companies, and they cannot be reconciled to comparable terms in the audited annual consolidated financial statements for the year ended December 31, 2023.

In this document and in the Company's consolidated financial statements, unless otherwise noted, all financial data is prepared in accordance with IFRS.

BUSINESS OVERVIEW

Alta Copper is a Vancouver, Canada based mineral exploration company engaged in the acquisition, exploration and development of mineral rights interests. The Company is currently focused predominantly on the exploration and development of its Cañariaco porphyry copper project (the "Cañariaco Project"), which comprises the Cañariaco Norte and Cañariaco Sur deposits, as well as the Quebrada Verde prospect (collectively, the "Cañariaco Copper Project") located in Northern Peru. The Company also holds other earlier stage base metal properties located in Peru and Canada.

Cañariaco Norte has a well defined resource and several engineering studies have been completed on it. At Cañariaco Sur, a deposit has been identified but further drilling is required to delineate the full size and grade of the deposit. The Quebrada Verde prospect has geochemical and geophysical anomalies as well as mineralization and alteration in favourable rock types typical of a porphyry copper-gold system which are currently untested by drilling.

4

Alta Copper Corp. (formerly "Candente Copper Corp".)

Management's Discussion and Analysis

For the year ended December 31, 2023

PROJECT SUMMARIES

The forward-looking information contained in this section is subject to the risk factors and assumptions contained in the section "Forward-Looking Statements" included with this MD&A. These factors are described under the heading "Risk Factors" and are Non-GAAP measures.

Cañariaco Copper Project

The Cañariaco Copper Project is an advanced stage porphyry copper exploration and development project located in Northern Peru.

The Company has a 100% interest in the mineral rights of the Cañariaco Copper Project subject to a 0.5% NSR held by Anglo Pacific.

On September 24, 2015, the Company sold a 0.5% net smelter return ("NSR") on the Cañariaco Copper Project in Peru for the aggregate sum of $500,000. The NSR was granted to Exploraciones Apolo Resources S.A.C. ("Apolo"), an affiliate of Entrée Gold Inc. On June 8th, 2018, the Company was advised that Ecora Resources PLC (formerly Anglo Pacific Group PLC) had acquired the existing 0.5% Net Smelter Return Royalty ("NSR") over the Cañariaco Copper Project from Entrée Resources Ltd.

On November 29, 2017, the Company sold one of its' Peruvian subsidiaries, Compañia Minera Candente S.A. for approximately $757,000. Compañia Minera Candente S.A. had been formed to act as a service company to provide geological and other consulting services to Alta Copper's various subsidiary entities in Peru and as such did not hold any mineral properties.

Fortescue Ltd.

Fortescue Ltd. ("Fortescue") is an integrated green technology, energy and metals company with a market capitalization of approximately US$56 billion, recognised for its culture, innovation and industry-leading development of infrastructure, mining assets and green energy initiatives.

Founded in 2003, Fortescue has grown to become one of the world's largest iron ore producers, delivering more than two billion tonnes of hematite to its customers since start-up and adding magnetite to the product mix in 2023.

Fortescue is unique within heavy industry: and are committed to reducing our (scope 1 and 2) emissions to Real Zero by 2030 across Australian terrestrial mining operations - eliminating fossil fuels by developing local renewable power and replacing existing equipment with battery electric and green hydrogen models.

Through the Energy business, they are focused on meeting urgent global demand for green energy, developing green technology solutions for hard-to decarbonise industries, while building a global portfolio of renewable green hydrogen and green ammonia projects.

Fortescue's recent Australian exploration activity has focused on early-stage target generation for copper- gold in addition to its extensive iron ore deposits in Western Australia, while it simultaneously builds on its world-class exploration expertise, operational reputation and capability through exploration in highly prospective areas such as South America, including Peru, to deliver shareholder value.

5

Alta Copper Corp. (formerly "Candente Copper Corp".)

Management's Discussion and Analysis

For the year ended December 31, 2023

On January 21, 2020, Nascent Exploration Pty Ltd, a wholly owned subsidiary of Fortescue made a strategic investment of Cdn$1,050,000 by purchasing 5,250,000 common shares at a price of Cdn$0.20 in a non-brokered Private Placement. This investment gave Fortescue 9.72% interest in the Company and the right to appoint one person as a director of Alta Copper as well as certain pre-emptive rights. These rights include anti-dilution rights as well as a Right of First Refusal on any debt financing or royalty or stream agreements on any of Alta Copper's assets (but does not include earn-in joint venture proposals). Details of such are given below.

On May 22, 2020, Fortescue increased their investment to 19.9% of the Company by subscribing for an additional 6,875,000 shares for gross proceeds of Cdn$1,375,000. At the time of this investment Fortescue's cumulative investment was Cdn$2,425,000 for 12,125,000 shares.

On September 22, 2022 Fortescue provided a loan of Cdn$1,000,000 for a 12 month term at 10 per cent interest to be repaid on maturity.

Details on Rights Granted to Fortescue

In connection with the Private Placement and provided that Fortescue beneficially owns or has the right to acquire not less than 5.0% of the issued and outstanding Common Shares of Alta Copper (on a diluted basis), Fortescue was granted the following:

1. the right (but not the obligation) to appoint one person as a director of Alta Copper;
2. the right (but not the obligation) to participate, on a pro rata basis, in any future equity financing of equity securities undertaken by Alta Copper to the extent required to allow Fortescue to maintain the same equity ownership interest (on a diluted basis) in Alta Copper that it possessed immediately prior to closing of the equity financing such that Fortescue does not suffer any equity dilution; and
3. if within two (2) years from the Closing Date of the Private Placement (May 21, 2020), Alta Copper receives a bona fide offer (a "Non-Equity Financing Offer") from a third party to provide Alta Copper with any non-equity financing proposal including, but not limited to, debt financing or a royalty or stream for the purpose of funding the future exploration or development of any of Alta Copper's assets (but for greater certainty does not include an earn-in joint venture proposal) and Alta Copper wishes to accept such Non-Equity Financing Offer, then Fortescue shall have the option to provide such Non-Equity Financing.

This expired on May 21, 2022.

Due to the exercise of warrants and stock options during early 2021 Fortescue's holdings reduced to 18.9% of the Company.

In August 2021, the Company completed a private placement with Fortescue and Lind Global Fund II, LP, for gross proceeds of Cdn$1,100,000. The two parties subscribed equally for 1,100,000 of the 2,200,000 total shares. Lind Global Fund II, LP is an institutional investment fund managed by The Lind Partners, LLC, an institutional fund manager and leading provider of growth capital to small and mid-cap companies publicly traded in the US, Canada, Australia and the UK. Fortescue increased its interest in the Company from 18.9% to 19.9% with the August 2021 Private Placement.

On February 2, 2023, the Company closed a private placement with Fortescue to raise Cdn$4,000,000 through the issuance of an aggregate of 5,555,556 common shares of the Company at a price of Cdn$0.72

6

Alta Copper Corp. (formerly "Candente Copper Corp".)

Management's Discussion and Analysis

For the year ended December 31, 2023

per share. Part of the proceeds were used to repay the short term loan outstanding to Fortescue of Cdn$1,000,000 and Fortescue agreed to waive any interest outstanding on the loan upon repayment.

On May 18, 2023, as a result of a private placement, Fortescue exercised their pre-emptive right to subscribe for a further 496,000 common shares at a purchase price of Cdn$0.72 per common share for a total purchase price of Cdn$357,120.

On November 1, 2023, as a result of a private placement, Fortescue exercised their pre-emptive right to subscribe for a further 535,000 common shares at a purchase price of Cdn$0.50 per common share for a total purchase price of Cdn$267,500.

On December 20, 2023, as a result of a private placement, Fortescue acquired a further 6,255,942 common shares at a purchase price of Cdn$0.50 per common share for a total purchase price of Cdn$3,127,971, this increased Fortescue's holding to 30.96%.

Summary of Exploration Activities

Yaku Consultores was engaged to conduct baseline studies at the Cañariaco Project, starting in September 2021. Their work is part of the environmental and social impact studies and habitat protection for permitting of all exploration phases including drilling and also for the community and regional stakeholders.

Yaku's work has included new monitoring of Water Quality, Air Quality, Noise Levels and Biology, Wild Flora and Fauna, Hydrobiology and Archeological studies which will add significantly to the studies that Alta Copper has been conducting such since 2004.

16 Certificates of Non-Existence of Archaeological Remains ("CIRA") were received for the Cañariaco Sur and Quebrada Verde areas, such that together with the previous CIRA certificate received in 2007 for the Cañariaco Norte area, all copper resources known in Cañariaco have now been determined not to contain archeological remains.

In December 2023 the Company applied for a new drilling permit called a Declaración de Impacto Ambiental ("DIA"). As part of the permit application a citizen participation workshop was held in the community on October 28, 2023 to explain the environmental studies as well as legal and environmental aspects of exploration and development activities and our drill permit application. The workshop was conducted by the executive of the Energy Management and Mines of the Regional Government of Lambayeque and Yaku presented their findings.

The workshop was extremely well attended given that approximately 120 authorities and citizens from our community were invited yet 185 persons registered at the meeting and closer to 300 people actually attended the workshop.

Field activities also included site visits related to investors, technical reviews and additional activities related to reclamation of drill sites.

In late February 2021, Ausenco Engineering ("Ausenco") was engaged to conduct an internal Desk Top study to identify a new development strategy for Cañariaco Norte. The results of the study were very positive and recommended advancing to an updated Preliminary Economic Assessment Study ("PEA").In

7

Alta Copper Corp. (formerly "Candente Copper Corp".)

Management's Discussion and Analysis

For the year ended December 31, 2023

September 2021, Ausenco commenced the updated PEA to evaluate a new development strategy for the Cañariaco Norte Project.

On January 28, 2022, an Initial Inferred Mineral Resource for the portion of the Cañariaco Sur deposit drilled to date was announced. Additionally the mineral resource for Cañariaco Norte was updated for purposes of the 2022 PEA (see Tables below and also the Company's news release NR 144 dated January 28, 2022) by David Thomas, P.Geo., of DKT Geosolutions Inc. and Jay Melnyk, P.Eng. Principal Mining Engineer at AGP Mining Consultants Inc.

*Cañariaco Sur Initial Inferred Resource (0.15% Copper Cut-off Grade)

Cut-off								Contained Metal
Grade	Tonnes	Cu	Cu	Au	Ag	Mo	Copper	Gold	Silver	Molybdenum
Cu (%)	(M)	Eq (10)	(%)	(g/t)	(g/t)	(ppm)	(B lbs)	(M Oz's)	(M Oz's)	(M lbs)
0.10	433.2	0.30	0.25	0.09	1.20	22	2.36	1.26	16.39	20.80
0.15	384.5	0.32	0.26	0.10	1.20	22	2.22	1.18	15.02	18.91
0.20	290.0	0.35	0.29	0.11	1.30	22	1.85	0.98	11.88	14.25

Notes to accompany Cañariaco Sur Initial Inferred Resource table:

1. The Mineral Resources have an effective date of January 27, 2022. The Qualified Person for the estimate is David Thomas of DKT Geosolutions Inc.
2. The Mineral Resources were estimated in accordance with the Canadian Institute of Mining and Metallurgy ("CIM") Definition Standards (2014) and the CIM "Estimation of Mineral Resources and Mineral Reserves Best Practice" (2019) guidelines;
3. A single 0.1% Cu grade shell domain was constructed using implicit modelling.
4. Raw drill hole assays were composited to 15 m lengths broken at domain boundaries.
5. Capping of high grades was considered necessary and was completed on assays prior to compositing. Copper assays were capped to a 0.8% threshold and gold assays were capped at a threshold of 1 g/t.
6. Block grades for gold were estimated from the composites using ordinary kriging interpolation into 20 x 20 x 15 m blocks coded by the 0.1% Cu grade shell.
7. The mineral resource is reported above a 0.15% Cu cut-off grade. Additional cut-off grades are shown for sensitivity purposes only.
8. A dry bulk density of 2.5 g/cm3 was used for all material.
9. The Mineral Resources are reported within a constraining Lerchs Grossmann pit shell developed using Hexagon's MinePlan 3D™ software using:
10. 1. A copper price of US$3.50/lb
    2. Mining cost of US$1.60/t;
    3. A combined processing, tailings management and G&A cost of US$6.52/t;
    4. 45 degree Pit slope angles;
    5. A copper process recovery of 88%.
    6. Copper concentrate smelter terms: US$75/DMT TC, US$0.075/lb RC and 96.2% payable
    7. Estimated concentrate shipping costs of US$133.00/WMT of concentrate.

8

Alta Copper Corp. (formerly "Candente Copper Corp".)

Management's Discussion and Analysis

For the year ended December 31, 2023

1. Copper equivalent grades including contributions from gold, silver and molybdenum, were estimated using metal prices (copper US$3.50 /lb, gold US$1, 650 /oz, US$21.5 /oz and US$11.00/lb Mo), metal recoveries (copper 88%, gold 65%; silver 57% and molybdenum 60%) and smelter payables (copper 96.5%: gold 93%; silver 90% and molybdenum 100%). Copper grade equivalent calculation: Cu Eq% = Cu % + ((Au grade x Au price x Au recovery x Au smelter payable%) + (Ag grade x Ag price x Ag recovery x Ag smelter payable%)+ (Mo grade x Mo price x Mo recovery x Mo smelter payable%))/(22.0462 x Cu price x 31.1035 g/t x Cu recovery x Cu smelter payable%).
2. There is no metallurgical testwork on Cañariaco Sur at this time - Cañariaco Norte average recoveries have been applied for LG shell generation and Copper equivalent estimations.
3. All figures are rounded to reflect the relative accuracy of the estimate. Totals may not sum due to rounding as required by reporting guidelines.
4. The contained metal figures shown are in situ. No assurance can be given that the estimated quantities will be produced.
5. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

This Cañariaco Sur estimate is based on 15 drill holes as well as geology, geochemistry and a review of the deposit lithology, alteration and specific gravities.

Cañariaco Norte Mineral Resource Estimate (0.15% Copper Cut-off Grade)

						Contained Metal
Resource	Tonnes	Cu	Cu	Au	Ag	Copper	Gold	Silver
Classification	(M)	Eq(5)	(%)	(g/t)	(g/t)	(B lbs)	(M Oz's)	(M Oz's)
Measured	423.5	0.48	0.43	0.07	1.90	4.04	0.98	25.71
Indicated	670.7	0.39	0.36	0.05	1.60	5.25	1.16	33.72
Measured + Indicated	1,094.2	0.42	0.39	0.06	1.70	9.29	2.14	59.43
Inferred	410.6	0.32	0.29	0.04	1.40	2.66	0.54	18.09

Notes to accompany Cañariaco Norte Resource table:

1. The Mineral Resources have an effective date of January 27, 2022. The Qualified Person for the estimate is David Thomas of DKT Geosolutions Inc.
2. The Mineral Resources were estimated in accordance with the Canadian Institute of Mining and Metallurgy ("CIM") Definition Standards (2014) and the CIM "Estimation of Mineral Resources and Mineral Reserves Best Practice" (2019) guidelines;
3. Domaining and grade estimation have not changed since the 2010 mineral resource estimate. The technical report supporting the 2010 mineral resource estimate was filed on December 16th, 2010 and is available under the company's public filings on www.sedarplus.ca.
4. The Mineral Resources are reported within a constraining Lerchs Grossmann pit shell developed using Hexagon's Mine Plan 3D™ software using:
5. • A copper price of US$3.50/lb
   • Mining cost of US$1.60/t;
   • A combined processing, tailings management and G&A cost of US$6.52/t;
   • Variable pit slope angles ranging from 36 to 39 degrees;
   • A copper process recovery of 88%.
   • Copper concentrate smelter terms: US$75/DMT TC, US$0.075/lb RC and 96.2% payable
   • Estimated concentrate shipping costs of US$133.00/WMT of concentrate.
6. Copper equivalent grades including contributions from gold and silver, were estimated using metal prices (copper US$3.50 /lb, gold US$1,650 /oz, and silver US$21.5 /oz), metal recoveries (copper 88%, gold 65%;

9

Alta Copper Corp. (formerly "Candente Copper Corp".)

Management's Discussion and Analysis

For the year ended December 31, 2023

silver 57%) and smelter payables (copper 96.5%: gold 93%; silver 90%). Copper grade equivalent

calculation: Cu Eq% = Cu % + ((Au grade x Au price x Au recovery x Au smelter payable%) + (Ag grade x Ag price x Ag recovery x Ag smelter payable))/(22.0462 x Cu price x 31.1035 g/t x Cu recovery x Cu smelter payable%).

1. All figures are rounded to reflect the relative accuracy of the estimate. Totals may not sum due to rounding as required by reporting guidelines.
2. The contained metal figures shown are in situ. No assurance can be given that the estimated quantities will be produced.
3. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

The current mineral resource estimate for Cañariaco Norte is based on 230 drill holes, as well as a review of the deposit lithology, alteration and specific gravities.

A 0.15% Cu applied cut-off was used for both deposits as it represents an approximate breakeven cut-off, based on parameters developed during the 2022 Cañariaco Norte PEA study. The updated resources at Cañariaco Norte are estimated to contain 9.29 billion ("B") pound ("lb") Cu, 2.14 million ("M") ounce ("oz") Au and 59.43 Moz Ag in the Measured and Indicated categories as well as 2.66 Blb Cu, 0.55 Moz Au and 18 Moz Ag in the Inferred categories.

Results of the 2022 PEA were announced on February 8, 2022 and the NI43-101 Technical report was filed on March 14, 2022. The 2022 PEA mine plan only includes resources from Cañariaco Norte.

AFTER - TAX (Stated in US Dollars (Thousands)
Cu Price (US$/lb)		$3.00	$3.25	$3.50	$4.00	$4.50	$5.00
Undiscounted Net Cash		3,990	4,680	5,368	6,734	8,092	9,444
Net Present Value	6%	1,014	1,286	1,556	2,092	2,624	3,153
	8%	591	802	1,010	1,423	1,833	2,241
	10%	299	465	630	955	1,278	1,599
IRR (%)		13.2	14.8	16.3	19.2	21.9	24.4
Average Annual Cash Flow		180	204	229	278	326	375
Payback (Years)		8.6	7.9	7.1	6.3	4.5	3.8
PRE - TAX (Stated in US Dollars (Thousands)
Undiscounted Net Cash		6,762	7,968	9,174	11,586	13,998	16,410
Net Present Value	6%	1,969	2,443	2,917	3,866	4,814	5,762
	8%	1,291	1,657	2,023	2,754	3,485	4,216
	10%	821	1,109	1,397	1,974	2,550	3,126
IRR (%)		17.2	19.4	21.6	25.7	29.5	33.3
Average Annual Cash Flow		279	322	365	451	537	623
Payback (Years)		7.4	6.6	6.1	3.9	3.3	2.8

• Initial CapEx of $1.04 B - 40,000 tonnes per day ("tpd") mine and plant;
• Mine and plant expansion to 80,000 tpd in year 7 with additional capex of $305 M from cash flow;
• Cash operating cost of US$1.28/lb of copper including all on-site and off-site costs, treatment and refining charges ("TC/RC"), net of by-product credits;
• Advanced Environmental, Social and Corporate Governance ("ESG") development strategies result in improved Infrastructure Design including a single waste management facility (WMF) with

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