Braveheart Resources : MD&A Q2 2022

BRAVEHEART RESOURCES INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 2021

The following management's discussion and analysis ("MD&A") is management's assessment of the results and financial condition of Braveheart Resources Inc. ("Braveheart" or the "Company") and should be read in conjunction with the unaudited interim condensed consolidated financial statements for the three and six months ended November 30, 2021 and the audited consolidated financial statements for the year ended May 31, 2021 ("2021"), which have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All dollar amounts are in Canadian dollars, unless otherwise noted. The date of this MD&A is January 28, 2022. Braveheart's most recent filings are available on the System for Electronic Document Analysis and Retrieval ("SEDAR") and can be accessed through the Internet at www.sedar.com, or on the Company website www.braveheartresources.com.

1. DESCRIPTION OF BUSINESS

Braveheart is a Canadian-based exploration company focused on acquiring, exploring and developing mineral properties throughout Canada, principally in British Columbia and Ontario.

On November 27, 2012, the Company filed Articles of Amalgamation under the Business Corporations Act (Ontario), whereby the Company was amalgamated with Braveheart to form an amalgamated corporation operating under the name of "Braveheart Resources Inc." (the "Company"). All amounts herein reflect the financial effects of the amalgamation.

The Company is listed on the TSX Venture Exchange, having the symbol BHT as well as the OTCQB Venture Market in the United States, having the symbol RIINF and the Frankfurt Stock Exchange (FSE) having the symbol 2ZR.

The consolidated financial results include Braveheart Resources Inc. and its wholly-owned subsidiaries, Pickle Lake Minerals Inc. (subsequent to December 23, 2020 acquisition) and Purcell Basin Minerals Inc., and its wholly-owned subsidiaries Bul River Mineral Corporation, Gallowai Metal Mining Corporation, Grand Mineral Corporation, and Stanfield Mining Group of Canada Ltd.

2. HIGHLIGHTS OF THE SIX MONTHS ENDED NOVEMBER 30, 2021 AND SUBSEQUENT PERIOD

• Bull River New Technical Report

The Company recently published on its SEDAR profile a new Technical Report and announced a 57% increase in copper metal in the new Mineral Resource for the Bull River Mine. The Mineral Resource estimate was independently prepared by Moose Mountain Technical Services (MMTS) under the supervision of Sue Bird, P.Eng.

The current Mineral Resource is based on a 0.9% copper equivalent ("CuEq") cut-off grade ("COG") whereas the 2018 Mineral Resource was based on a 0.6% CuEq COG. The 2018 Mineral Resource, dated November 22, 2018, was filed on SEDAR on January 23, 2019 and was also prepared by Sue Bird, P.Eng. The increases are due to the inclusion of new drilling from 2020 and 2021, reinterpretation of the mineralized shapes and additional certificates and QAQC being applied.

Management is extremely pleased with the results of the updated Mineral Resource. This represents increases in copper metal of 23% in the Indicated Mineral Resource and 230% in the Inferred Mineral Resource from the 2018 Mineral Resource estimate.

Additionally, both gold and silver metals increased by 63% and 71% respectively compared with the 2018 Mineral Resource estimate. The results are encouraging because we have significant overall increases in copper, gold and silver

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notwithstanding the use of a higher COG of 0.9% CuEq in the new Mineral Resource versus 0.6% CuEq in the previous Mineral Resource.

• Annual General and Special Meeting
  Shareholders of Braveheart Resources Inc. approved all matters of business put forth at its annual and special meeting, including the re-election of directors David W. Johnston, Ian Berzins, Philip Keele, Aaron Matlock, Gestur Kristjansson, John Morgan, Heather Kennedy and Peter A. Lacey and a special resolution authorizing a change in the name of the Corporation to any such name that is acceptable to the board of directors, and which may better reflect the Company's current focus on advancement of its copper assets in the battery metal space.
  Peter A. Lacey was appointed as Non-Executive Chairman and Director of the Company. Mr. Lacey is an international businessman and the founder and former Chairman of Cervus Equipment Corporation (TSX: CERV) ("Cervus"), a Canadian public company headquartered in Calgary, Alberta. Mr. Lacey received his ICD.D designation from the Rotman School of Business in Toronto, Ontario and the Institute of Corporate Directors in 2015.
• Renegotiated Payment Terms of Ocean Partners Stockpile Financing Facility
  On December 7, 2021 the Company amended the Ocean loan agreement by extending the maturity date under the facility to September 30, 2023 or such earlier date if the Company is in default of the conditions under the agreement.
  In connection with the amendment, the Company granted to Ocean Partners 10,000,000 warrants of the Company with each warrant exercisable into a common share of the Company at an exercise price of $0.10 per share until September 30, 2023 or such earlier date if the maturity date under the facility is accelerated due to an event of default under the agreement.
• Copper Market Prices
  Management is encouraged by the recent price levels of copper with spot market prices in the $US 4.50/pound range while in March 2020, copper spot prices were as low as $US 2.10/pound. These trends support our development and acquisition efforts.
  ACQUISITION
• Property Acquisition - Thierry
  On December 23, 2020 the Company purchased the shares of Cadillac Ventures Holdings Inc. which owns the Thierry Mine Project ("Thierry") near Pickle Lake , Ontario from Cadillac Ventures Inc. (TSXV:CDC).
  -Purchaseof Thierry NSR - On July 29, 2021, the Company amended the agreement to purchase the 2% Net Smelter Royalty ("NSR") on the Thierry Mine Project. Braveheart issued 250,000 common shares and made a cash payment of $225,000 to repurchase the NSR.
• Thierry Project Preliminary Economic Assessment (PEA) Highlights
  The Thierry Mine project is a past-producing copper and nickel mine located approximately 15 kilometres west of Pickle Lake, Ontario, and accessible on a year-round basis by paved and all-weather roads. The property is approximately 4,700 hectares in size. There is a municipal airport, nearby rail system and provincial power grid within eight kilometres of the mine. The underground infrastructure includes a three-compartment shaft, production decline to 520 metres below surface and lateral developments on three levels. The underground workings are currently flooded. On February 22, 2021 the Company released its PEA focused solely on mining of the Mineral Resources at the Thierry underground mine.
  Life of Mine ("LOM") revenues from net smelter returns are estimated at $2,579 million. LOM cash flow in terms of EBITDA is $1,516 million. Net cash flow of $1,516 million less taxes of $256 million and LOM capital expenditures of $710 million results in an after-tax cash flow of $549 million. The after-tax NPV using a 6% discount rate is estimated at $240 million with an IRR of 19%. LOM operating costs are $1,063 million.

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• Options agreement to acquire Alpine Gold Mine Property
  On March 3, 2021, the Company entered into a new option agreement to acquire a 100% interest in the past-producing Alpine Mine Property near Nelson, British Columbia. The Company previously held an option on the property until December 2019.
  FINANCING ACTIVITIES
• Private Placements - Equity Fundraising
  On July 7, 2021 the Company issued 7,233,130 units at $0.10 per unit for $723,313. Each unit is comprised of one common share and one warrant. Each warrant is exercisable into a common share at a price of $0.14 per share for a period of 24 months from offering.
  MINING PROPERTY DEVELOPMENT Bull River Mine Development
  Exploration Drilling
  All six holes that have been drilled as part of the H1 2021 drilling program have intersected mineralized structures between 425 metres and 525 metres below the surface portal and between 75 metres and 175 metres below the lowest workings of the mine on 9 level. The intersections do not represent true width of the vein structures. (Please also see press releases issued on June 7, 2021 and July 8, 2021.)
  Mine Permitting
  The Company continues to work closely with the British Columbia Ministry of Environment and Climate Change Strategy ("ENV") and the Ministry of Energy, Mines and Low Carbon Innovation ("EMLI") on its application to restart the Bull River Project. The Company is pursuing a Joint Mines Act and Environmental Permit Amendment process wherein the Company is requesting an amendment to the current effluent discharge permit and permission to dispose of filtered tailings in a new tailings storage facility on surface. The primary change to the effluent discharge permit will be the inclusion of additional element testing but the current discharge location will not change nor will the anticipated volume of discharge to the environment.
  To-date, the Company has submitted an updated project description and an information reporting table ("IRT") and responded to screening responses from regulators. The Company has recently been notified of EMLI's plans to establish a Mine Review Committee and prepare for engagement with the Ktunaxa Nation Council ("KNC").
  VAST Resources Solutions Inc. ("VAST") is the environmental consulting firm that is assisting the Company with the application process. Braveheart recently engaged Tetra Tech Canada Inc. ("Tetra Tech") to assist with geochemical components of Phase 1 of the mining permit submission. Phase 1 of the restart will include the initial processing of a 184,000-tonne stockpile of mineralized material currently on surface. Tetra Tech assisted previous owners of the Project with assessment and characterization of geologic materials since 2006. Tetra Tech will assist the Company initially with Acid Rock Drainage and Metal Leaching ("ARD ML") related components of the application.
  Hydroelectric Reconnection Project
  The Company is continuing to complete engineering studies and construction activities associated with a restart of the Project. A 10 MVA transformer and related switchgear that was originally purchased in August 2019 was decommissioned in Manitoba on September 20, 2021 and transported to the mine site in British Columbia on September 24, 2021. A commissioning and re-energization date will be confirmed with BC Hydro soon.
  On December 7, 2020, the Company, received a positive System Impact Study ("SIS") from British Columbia Hydro and Power Authority ("BCH") for upgrading the hydroelectric capacity at the Bull River Mine project ("BRM"). Braveheart is proposing to reconnect to an existing 66kV power line that is immediately adjacent to the property. This power line is the same line that supplied hydroelectric power to the site during previous operations up until 2013. The SIS determined that

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it is technically feasible to interconnect the proposed BRM load of 7.5 MVA to the BCH transmission system. BCH's estimate for system reinforcements and revenue metering associated with the reconnection is $300,000. The cost estimate has an accuracy range of +100/-35%.

Dry Stack Tailings

In support of its permit applications for a new permit to store tailings on surface, management has engaged Stantec Consulting Ltd. ("Stantec") to design a new Tailings Storage Facility ("TSF") at its 100% owned Bull River Mine property near Cranbrook, British Columbia. The TSF design will be used as part of the re-start plan, the mine requires the construction of a new TSF to manage tailings waste from the processing of an existing stockpile of mineralized material on surface and future underground mining at the site. Braveheart has identified a possible location for the TSF within the existing mine permit boundary and adjacent to the process plant. Filtered tailings (also referred to as dry stack tailings) has been identified as the preferred tailings deposition technology for the new TSF. Permitting of the new TSF will require completion of a Best Available Technology ("BAT") options assessment as per EMLI (Ministry of Energy, Mines and Low Carbon Innovation) regulations. Should the BAT assessment identify other technologies as better options for the project, Stantec and Braveheart will review the impacts on the regulatory application process. Stantec possesses global mining and extensive experience in the design and development of tailings storage facilities, waste rock storage facilities, and associated water management structures. Their expertise extends from feasibility level to detailed design, site construction, and supporting mines from operations through closure. They have successfully completed designs and obtained mine permits in British Columbia for tailings facilities, mine rock dumps and water management dams.

Floatation Tank Cells

On December 3, 2020, the Company, entered into an agreement with Nelson Machinery & Equipment Ltd. ("Nelson") for the procurement of six (6) refurbished Outotec flotation tank cells from Nelson's branch facility located near Kamloops, BC, Canada. The cells are an integral part of the flotation circuit which will include rougher, scavenger and cleaner capacity to support the current plant design of 700 tonnes per day milling operation.

To-date the Company has advanced funds to complete the refurbishment of three cells with planned completion and delivery of all cells by fall of 2022. The Company has identified several solutions for a new filtration circuit but has not yet committed funds.

Refurbishment of the tank cells commenced in late 2021 with expected completion, delivery to and installation at the mine site near Cranbrook, British Columbia. The flotation circuit will be used to produce a copper concentrate including gold and silver by-products which will be sold as a final product to a third-party smelter outside of British Columbia. The circuit will be designed and operated to produce a 25% copper concentrate of similar quality to the previous operations of Placid Oil between 1970 and 1974. The new flotation circuit will replace the conventional mechanical cells that were operated by Placid Oil and subsequently removed from the mill due to wear and corrosion.

Ore Sorting

On April 19, 2021, the Company, reported results of its ore sorting study for its 100% owned Bull River copper, gold and silver mine project. Braveheart engaged ABH Engineering ("ABH"), a world leader in ore sorting technology assessment and installation, to complete this study. Ore sorting or pre-concentration of mineralized material has the potential benefit of increasing the mill feed grade which can result in an improved net present value ("NPV") of a mining project. Potential benefits include a lowering of operating costs on a unit basis, a reduction in the volume of fine tailings created through the milling process and the overall volume of material transported to the tailings storage facility, a reduction in power consumption particularly in the grinding circuit and a lower overall environmental impact. Braveheart plans to advance the Bull River mine project in a phased approach wherein a surface stockpile of mineralized material will provide the initial feedstock to an up-graded 700 tonne per day mill. Ore sorting capability could be introduced ahead of the grinding circuit.

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3. ACQUISITION OF THIERRY MINE PROJECT

On December 22, 2020, the Company purchased a 100% interest in the Thierry Mine Project ("Thierry") near Pickle Lake, Ontario. The Thierry copper-nickel platinum group elements ("PGE") deposit was discovered by Union Miniere Exploration and Mining ('UMEX") of Belgium in 1969 and mined through open pit and underground workings between 1976 and 1982. The mine was shut down due to low commodity prices. Based on historical records UMEX milled 5,800,000 short tons of copper and nickel ore from the deposit with an average grade of 1.13% Cu and 0.14% Ni. In addition, precious metals payables included 47,000 ounces of palladium, 17,000 ounces of gold, 17,500 ounces of platinum and 900,000 ounces of silver.

3.1 Summary of Acquisition of Thierry

On December 22, 2020 the Company completed a definitive agreement to acquire the shares of Cadillac Ventures Holdings Inc. which owns the Thierry Mine Project (Thierry) near Pickle Lake, Ontario from Cadillac Ventures Inc. (Cadillac)(TSXV:CDC). This was an arm's length transaction. On January 26, 2021 Cadillac Ventures Holdings Inc. changed its name to Pickle Lake Minerals Inc.

The terms of the arrangement were as follows:

1. $300,000 in cash;
2. 11,000,000 common shares of the Company; and,
3. up to an additional 2,500,000 common shares following delivery of the pending Updated Rehabilitation Plan to the Ministry of Northern Development, Mines, Natural Resources and Forestry of Ontario for Thierry.
4. Purchase of Thierry NSR - On July 29, 2021, the Company amended the agreement to purchase of a 2% Net Smelter Royalty ("NSR") on the Thierry Mine Project. Braveheart issued 250,000 common shares and made a cash payment of $225,000 to repurchase the 2% NSR.
   4. MINERAL PROPERTY EXPLORATION ACTIVITIES

4.1 Bull River Mine Property

All six holes that have been drilled as part of the H1 2021 drilling program have intersected mineralized structures between 425 metres and 525 metres below the surface portal and between 75 metres and 175 metres below the lowest workings of the mine on 9 level. The intersections do not represent true width of the vein structures.

The purpose of the H1 2021 drilling program is to test the down dip extension of the vein systems under the current workings to demonstrate the potential that the current Resource can be extended on strike and to depth. All six holes in the 2021 program were drilled from underground workings on 9 Level and collared in 9E4XC Ext Re-muck. 22,000 metres of underground workings are currently being maintained in a dewatered condition.

4.2 Option agreement to acquire Alpine Gold Mine Property

The property is located in the West Kootenay region approximately 20 kilometres northeast of Nelson. During the 2016 fiscal year the Company entered into an agreement to acquire 100% of the property. On December 15, 2019, the Company did not satisfy its commitments in its previous option agreement (issue $200,000 in cash and 400,000 common shares). In the year ended May 31, 2020, the Company recorded an impairment of $365,000, its recorded historical costs.

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