Arena Minerals : 2020 MD&A

MANAGEMENT'S DISCUSSION AND ANALYSIS

for the year ended December 31, 2020

BACKGROUND

This Management's Discussion and Analysis ("MD&A") has been prepared based on information available to Arena Minerals Inc. ("we", "our", "us", "Arena" or the "Company") containing information through April 30, 2021 unless otherwise noted. The MD&A provides a detailed analysis of the Company's operations and compares its financial results with those of the previous period and should be read in conjunction with the consolidated financial statements for the year ended December 31, 2020 and 2019. The consolidated financial statements and related notes of Arena have been prepared in accordance with International Financial Reporting Standards ("IFRS"). Please refer to the notes of the December 31, 2020 consolidated financial statements for disclosure of the Company's significant accounting policies. The Company's functional and reporting currency is the Canadian dollar. Unless otherwise noted, all references to currency in this MD&A refer to Canadian dollars.

Additional information, including our press releases, have been filed electronically through the System for Electronic Document Analysis and Retrieval ("SEDAR") and is available online under the Company's SEDAR profile at www.sedar.com.

William Randall, P.Geo, Arena's President and CEO, is a "Qualified Person" as such term is defined under National Instrument 43-101 guidelines and has reviewed and approved the scientific and technical information in this MD&A. As an officer of the Company, Mr. Randall is not considered independent.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

Except for statements of historical fact relating to Arena certain information contained herein constitutes forward-looking information under Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the Company's proposed acquisitions and strategy, development potential and timetable of the Company's properties; the Company's ability to raise required funds; future mineral prices; mineralization projections; conclusions of economic evaluation; the timing and amount of estimated future exploration and development; costs of exploration and development; capital expenditures; success of exploration activities; mining or processing issues; currency exchange rates; government regulation of mining operations; and environmental risks. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Estimates regarding the anticipated timing, amount and cost of exploration activities are based on previous industry experience and regional political and economic stability. Capital and operating cost estimates are based on extensive research of the Company, recent estimates of exploration costs and other factors that are set out herein. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward- looking statements, including but not limited to risks related to: unexpected events and delays during exploration and development; acquisition risks; regulatory risks; revocation of government approvals; timing and availability of external financing on acceptable terms; actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of minerals; accidents, labour disputes and other risks of the mining industry.

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Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward- looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.

OVERVIEW OF THE COMPANY

Arena is a Canadian mineral exploration company listed on the TSX Venture Exchange ("TSX-V") trading under the symbol "AN". The Company's primary focus is on lithium and copper exploration and development with its assets in Argentina and Chile. The Company was incorporated under the laws of the Province of Alberta on August 29, 1995 and continued into Ontario on February 12, 2013. Arena's current focus is on the Antofalla North project in Argentina and its Atacama Copper Project in Chile.

The mineral exploration business is risky and most exploration projects will not become mines. The Company may offer an opportunity to a mining company to acquire an interest in a property in return for funding all or part of the exploration and development of the property. For the funding of property acquisitions and exploration that the Company conducts, the Company depends on the issue of shares from treasury to investors. These stock issues depend on numerous factors including a positive mineral exploration environment, positive stock market conditions, a company's track record and the experience of management.

The Company's consolidated financial statements have been prepared in accordance with IFRS applicable to a going concern. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying consolidated financial statements.

RESULTS OF OPERATION - EXPLORATION

ANTOFALLA MINERALS, ARGENTINA

Property Description

On November 15th, 2018 the Company acquired 100% of Antofalla Minerals S.A. ("AMSA"), which owns lithium brine projects located in Argentina. AMSA's flagship project covers 4,000 hectares of Salar de Antofalla immediately south and adjacent to Albemarle Corporation's Antofalla project. AMSA was finally awarded with the concession of another 2,000 hectares in Antofalla South, the Santa Moro mine; and during 2020 AMSA sold the property in Hombre Muerto and desisted of exercising the option on the Pocitos properties. The acquisition of AMSA and its lithium brine projects strategically positioned Arena in the so- called Lithium Triangle, a richly mineralized region covering Chile, Argentina and Bolivia that accounts for more than 40% of the world's lithium production.

The purchase price for all of the outstanding shares of AMSA was US$400,000 in cash and 10,000,000 common shares of Arena. The vendors were not entitled to any other post-closing royalties or other payments.

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AMSA's Antofalla project is one of the only brines within Argentina with a unique chemistry paired with elevated lithium values, allowing for development as either a stand-alone project with a potential low cost of production or as a lithium rich feed for more conventional projects within the country. Recent proprietary process development work demonstrated that the unique chemistry of AMSA's Antofalla project allows for synergies with more typical brines, significantly reducing reagent use and therefore production costs. As such, we expect this particular brine, coupled with the Company's proprietary process, to become increasingly strategic in the region. The projects are located in a mining-friendly part of Argentina where members of Arena's experienced lithium team have previously enjoyed successes and in which they maintain good relationships with relevant stakeholders.

The Company is now in discussion with potential strategic partners in order to establish strategic alliances where Arena would adapt its proprietary process to the partner's operations and supply a brine based reagent, sourced from Antofalla, which could potentially improve the economics of the partnering operation by lowering production costs and allowing the constant production of battery grade lithium carbonate

Arena Minerals has completed initial groundwork, including a comprehensive TEM survey covering a large portion of the Antofalla North claims. The survey confirmed the presence of halite over the salar surface, representing approximately 15% of the claim block, but also discovered low resistivity fields at depth along the eastern margin of the survey area. This low resistivity field is interpreted as a large aquifer saturated with brine, increasing the prospective brine field by 600 percent. Follow-up drilling is planned. Permits have been received for process piloting and drilling activities, among others.

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ATACAMA COPPER PROJECT, CHILE

Property Description

The Atacama property consists of approximately 7,061 hectares in Chile's Antofagasta Region II, home to some of the world's largest copper mining operations and covering a large undrilled portion of the highly prospective Jurassic and Paleocene-Early Miocene copper porphyry belt. The property is located approximately 40 km northeast from the city of Antofagasta, and is adjacent to and in some cases traversed by major highways, railways, desalination pipelines and high-tension power lines, some of which service existing operating copper mines in the region and are subject to easement agreements which will be assumed by the Company. The claim block follows the Antofagasta-Calama Lineament and is surrounded by several major producing copper mines. Operating mines within a 15 km radius of the property boundary include Spence (BHP Billiton), Lomas Bayas (Glencore Xstrata), Mantos Blancos (Audley Capital), Tesoro (Antofagasta Minerals/Marubeni) and Esperanza (Antofagasta Minerals/Marubeni). These mines currently account for over 600,000 tonnes of estimated annual copper production.

Option Agreement

On August 1, 2013, the Company entered into a definitive option agreement (the "Option Agreement") with a Chilean mining company (the "Vendor") to earn an 80% interest in the Atacama copper property, in consideration for:

1. making aggregate cash payments to the Vendor as follows:
2. • US$1 per hectare on signing (paid);
   • US$3 per hectare, or a maximum of US$450,000 on or before July 26, 2014 (paid);
   • US$6 per hectare, or a maximum of US$600,000 on or before July 26, 2015 (paid);
   • US$15 per hectare, or a maximum of US$750,000 on or before July 26, 2016 (paid);
   • US$30 per hectare, for a total of US$211,830 paid on July 3, 2018 (paid).
3. Incurring exploration and development expenditures on the worked claims over the option term as follows:
4. • US$5 per hectare by, or a maximum expenditure of US$750,000 July 26, 2014 (incurred);
   • An additional US$10 per hectare, or a maximum of US$1,000,000 by July 26, 2015 (incurred);
   • An additional US$30 per hectare, or a maximum of US$1,500,000 by July 26, 2016 (incurred);
   • An additional US$60 per hectare, or a maximum of US$3,000,000 by July 26, 2017 (incurred).

On November 1, 2017, the Company decided to exercise the underlying Atacama option agreement on two projects consisting of a total of 7,061 hectares. The two projects were retained by the Company, due to JOGMEC and Teck opting out of their agreements on November 1, 2017. These are the epithermal gold Paciencia project and the copper porphyry Pampa Union project, which is split with SQM on a 80% Arena and 20% SQM basis.

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