Canada Carbon : 2022 Q1 MDA

CANADA CARBON INC.

Interim Management Discussion and Analysis

For The Three Months Ended March 31, 2022

The following Interim Management's Discussion and Analysis ("MD&A") dated as of May 30, 2022, supplements the unaudited condensed interim financial statements of Canada Carbon Inc. (the "Company") and the notes thereto for the three months ended March 31, 2022 and 2021. The MD&A has been prepared in compliance with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations. This discussion should be read in conjunction with the financial statements of the Company for the years ended December 31, 2021 and 2020 together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The Company's financial statements and the financial information contained in this MD&A are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee ("IFRIC"). Information contained herein is presented as of May 30 2022, unless otherwise indicated.

For the purposes of preparing this MD&A, Management, in conjunction with the Board of Directors, 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 the Company'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 of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity. Additional regulatory filings for the Company can be found on the SEDAR website at www.sedar.com. The Company's website can be found at www.canadacarbon.com.

Forward-Looking Statements

Certain statements contained in this document constitute "forward-looking statements". When used in this document, the words "may", "would", "could", "will", "intend", "plan", "propose", "anticipate", "believe", "forecast", "estimate", "expect" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the Company's current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company does not intend, and does not assume any obligation, to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments.

Overview

Canada Carbon Inc. (the "Company" or "Canada Carbon" or "CCB") was a junior natural resource company focused on the acquisition and exploration of natural resource properties. The Company was incorporated under the British Columbia Company Act on August 13, 1985, and was continued under the laws of the Province of Ontario on September 19, 2007. The Company is a reporting issuer in British Columbia, Alberta and Ontario and was listed on the TSX Venture Exchange under the symbol "BRU." The Company is also listed on the Pink Sheets as BRUZF and the Frankfurt Exchange under the symbol "U7N".

During fiscal 2012, with the acquisition of graphite claims, the Company created a new business model and redesigned website. The Company began the process of positioning itself as a company focused on the exploration and sale of graphite.

On September 17, 2012, the Company's shareholders approved a name change to Canada Carbon Inc. to better reflect the Company's new focus. The name change became effective on October 5, 2012. The Company is currently traded on the TSX Venture Exchange under the symbol "CCB".

- 2 -

Overall Performance

The Company incurred a net loss of $179,163 for the three months ended March 31, 2022 compared with a net loss of $165,811 for the same period in the prior year.

In February 2022, a tri-partyout-of-court settlement ("Settlement Agreement") between Canada Carbon, GSLR and Commission de protection du territoire agricole ("CPTAQ") was reached. Under the terms of the settlement, all current outstanding legal proceedings were abandoned.

For its part, GSLR recognizes that the "marble quarry" component of the Miller Project complied with its zoning by-law, when CCB's request was filed with CPTAQ on December 14th, 2016, and that Canada Carbon's rights regarding the "marble quarry" component crystallized at that time. It also recognizes that any subsequent zoning by-law changes are not enforceable against the "marble quarry" component of the Miller Project.

GLSR recognizes that CCB has the right to proceed with the Miller project because GSLR does not have jurisdiction over the "graphite component" of the Miller Project. It also acknowledges that the notice of compliance, signed March 16, 2017, was admissible.

Canada Carbon and GSLR agree to present all the factual information relating to the Miller project, as well as its various impacts on the environment and the community, in the framework of forums made available to the public. Both parties agree to act reasonably, in good faith and in the public interest. The parties have also agreed to initiate dialogue on the Miller project and put forward a process applicable to this end, with the assistance of the Ministry of Energy and Natural Resources (MERN), insofar as the latter agrees to act in this capacity. As part of the process to initiate dialogue and put forth a process for dialogue, Canada Carbon will collaborate with GSLR in carrying out any necessary studies that will aid GSLR with understanding, analyzing or participating in improving the Miller Project for the purpose of social acceptability.

Canada Carbon will hold public consultations in GSLR on all aspects of the Project. Canada Carbon will ensure that it adheres to the noise and dust limitations set out by Regulation.

Canada Carbon has agreed to enter into cost sharing agreements with various stakeholders to pay its proportionate share of the cost of the modification of municipal roads in GSLR which are directly affected by our planned trucking activity. The Company has also agreed to limit its blasting and crushing activities within certain hours on weekdays.

Subsequent to the signing of the Settlement Agreement, CPTAQ reopened and commenced its review of the CCB Miller file. On July 20, 2020, the CPTAQ delivered a conditional positive preliminary orientation for the Miller Project. The document which includes the list of conditions is accessible on the CPTAQ website and on the Company's website. In February 2021, the CPTAQ set March 31, and April 1, 2021 as the dates for the public hearings. GSLR filed an injunction application to stop the CPTAQ hearings and suspend the review process until its experts conducted additional work, including drilling, on the Miller site. The hearing was held in Superior Court on March 30, 2021 and the injunction was denied. The CPTAQ public meeting was held on March 31 and April 1, 2021. Parties were required to submit certain documents to the CPTAQ by April 14, 2021.

On July 21, 2021, the CPTAQ notified parties of a change in preliminary orientation. The decision allowed for a further 30 day period for any interested parties to make written submissions. While CCB submitted a comprehensive file to the CPTAQ, the application was based on preliminary pit designs and infrastructure layout. CPTAQ appears to want to base their ultimate decision on CCB's final pit design and hydrogeology tests. In its decision the CPTAQ indicated that it is prepared to authorize the exploration on 57.88 hectares of the Miller Project for a period of two years. The two year exploration period is intended to allow CCB the opportunity to gather additional information and resubmit its application. This preliminary orientation explicitly approves the reactivation of exploration work on the Miller Property. On September 16, 2021, the CPTAQ rendered its final decision which was the same as its change in preliminary orientation. Accordingly, Canada Carbon is preparing a work program for the additional drilling required to finalize the pit design.

In addition to satisfying CPTAQ requirements, the additional information to be obtained from the exploration program will enable Canada Carbon to gather the detailed data required by Ministry of Mines and Ministry of Environment as part of their review processes, and will form part of the Miller Project Feasibility Study.

- 3 -

Overall Performance (Continued)

The Company has always been convinced that the process for a dialogue between itself and GSLR , which is required under Section 18 of the Settlement Agreement, should be based on equal contributions from both parties to ensure an outcome with which each party feels comfortable. Accordingly, the Company proposed a co-facilitation process which would be a non-confrontational process, conducted by neutral and mutually accepted parties as a way to initiate the dialogue that was required in the Settlement Agreement. During 2021, Canada Carbon sent several communications to the Municipality of GSLR to begin the dialogue with co-facilitators. In the Company's communications with GSLR, it was made clear that CCB would be prepared to pay for some portion of the co-facilitator utilized by GSLR and would also be prepared to fund some portion of the reports that would be determined by both parties to be necessary.

GSLR chose not to begin the co-facilitation process at this time and decided to proceed with the counter-expertise studies on their own. In good faith, Canada Carbon provided GSLR's consultants with the source data from our independent consultants so that they could conduct their analysis.

On March 30, 2021, Canada Carbon was informed that GSLR filed another legal proceeding against the Company and the CPTAQ with the Superior Court. GSLR is asking the Court to rule on the interpretation of Sections 16, 18 and 19 of the Settlement Agreement, as the Municipality believes, based on their interpretation of these sections, that Canada Carbon is in breach of the Settlement Agreement based on its refusal to allow drilling on the Miller Property.

The Settlement Agreement that was signed in February 2020 had two key paragraphs at issue in this proceeding.

• Section 18 states that, "GSLR and CCB agree to enter into a dialogueon the Miller Project and to put forward a process for that purpose with the assistance of the MERN, to the extent that the MERN agrees to act in that capacity."
• Section 19 states that, "As part of this process, CCB agrees to collaborate with GSLR in the conduct of any study that GSLR may require, if necessary, on the recommendation of a professional under the Professional Code, in order to enable it to understand, analyze or participate in improving the Miller Project in terms of its social acceptability."

The Company feels GSLR is interpreting Section 19 in isolation despite the fact that it is clear from the language and intent of Article 18, that dialogue and protocols are required beforehand. The purpose of these two sections was to ensure that, through dialogue, both parties would jointly determine what additional analysis would be required and that the collection of this additional information would be done jointly by both parties on a scientific, efficient and transparent basis. At the time GSLR filed their lawsuit, management of Canada Carbon and the Mayor and councilors of GSLR had not met nor had there been any constructive dialogue regarding the Miller Project since the new council took office in November 2017, despite repeated requests by the Company to do so. The exchanges between the parties can be found on the Miller Project website in the document library under the Agreement with GSLR tab.

In the absence of co-facilitation, both parties developed their own draft protocols for dialogue. The protocols developed by Canada Carbon were based on what the Company considers to be best practices. Both parties have had a chance to review each other's protocols. The first meeting between Canada Carbon's management and representatives from GSLR was held on July 27, 2021 in GSLR to discuss the protocols. To the extent that GSLR is interested in the same information that will be submitted to CPTAQ, Canada Carbon has agreed to invite GSLR's experts to observe the field work required for its future CPTAQ submission. In addition, input from GSLR's experts will be requested. As with all previous studies, the data will be made public and shared with the municipality. Both parties agreed to continue dialogue. In November 2021, GSLR notified the Company that it would not allow its experts to work with, or provide input to, Canada Carbon.

In November 2021, Canada Carbon was informed that GSLR would be deferring their legal proceedings with respect to compliance with the Settlement Agreement.

- 4 -

Overall Performance (Continued)

In October 2020, the Company announced that it had delivered on the initial order from Analytical Reference Materials International ("ARMI"), a subsidiary of LGC Standards Company ("LGC"), a global leader in the life sciences sector for the development of a Certified Reference Material ("CRM"). Once material is received by LGC it must go through a lengthy certification process which includes testing of the material at 10 to 12 different labs. The results from the various labs are then statistically analyzed and the batch is then certified at which point it will become available for sale. While the initial order was intended to meet the requirements of the nuclear sector, discussion are underway with LGC to produce high purity graphite CRMs for other advanced technical applications.

In July 2021, the Company announced that it had acquired 20 additional mining claims, surrounding its two existing claims on the former Asbury Mine site. The total 22 claims ("Asbury claims") cover 1,205.9 hectares. All the claims are located in zones where exploration and extraction activities are permitted. The Asbury claims are located about 8 kilometers northeast of the municipality of Notre-Dame-Du-Laus in the Laurentides Region of southern Quebec. The Company's original two claims, totaling 119 hectares, are the location of the former Asbury Graphite Mine, a past producing property. Historical exploration by various companies and subsequent resource evaluations lead to historical production from 1974 to 1988. Open pit mining allowed the historical production of 875,000 metric tons of graphite ore at a cut-off grade of 6% Cg.

Field work, which included prospecting, mapping and sampling, on the Asbury claims was carried out in July 2021. The exploration team used Bm4+ "Beep Mat" electromagnetic detectors to follow multiple conductors found in an historical Heliborne Magnetic and TDEM survey. Grab samples and till samples were taken during the field work and the Company is awaiting the assay results. Based on the field work and analysis of historical data, the Company acquired an additional 3 claims contiguous to its existing claims.

The Company will be proceeding with a PhiSpy survey, followed by a second prospecting survey to assay the near- surface conductor anomalies.

In July 2021, the Company closed a non-brokeredflow-through private placement for approximately $500,000. In addition, the Company entered into a definitive agreement (the "Investment Agreement") for a drawdown equity financing facility (the "Facility") of up to CDN$5 million with Alumina Partners (Ontario) Ltd. ("Alumina"), an affiliate of New York-based private equity firm Alumina Partners, LLC. The Investment Agreement provides the Company with a financing facility over a period of 24 months during which time the Company can draw down, subject to certain conditions, through private placement tranches of up to $500,000. Each tranche shall be a private placement of units, to be comprised of one common share and one common share purchase warrant. The units will be issued at a discount of 15% to 25% from the closing market price at the time of each tranche, and the exercise price of the warrants will be at a 25% premium over the closing market price at the time of issuance. There are no finder's fees or standby charges associated with these investments. Each tranche of units issued will be subject to the acceptance of the TSX Venture Exchange, and the securities issued will be subject to the customary 4-month and one day hold period.

In October 2021, the Company closed another non-brokeredflow-through private placement for approximately $400,000.

On December 22, 2021, the Company approved the granting of 2,759,000 options, which 2,259,000 options were issued to a senior officer and 500,000 options to a consultant. Each options carries a 5-year term and exercise price of $0.085, immediately fully vested.

On April 12, 2022, the Company announced a non-brokered private placement of up to 16,000,000 units (the "Unit") at a price of $0.075 per unit for aggregate gross proceeds of up $1,200,000 (the "Offering"). Each Unit shall comprised of one common share (the "Common Share" and one common share purchase warrant (the "Warrant"). Each Warrant shall entitle to acquire one Common Share at a price of $0.9375 for a period of 60 months from the date of issuance. In connection with the offering the Company may pay finder's fees. The finder's fees may consist of a cash fee equal to 6% of the gross proceeds raised under the Offering and compensation options (the "Compensation Option"). Each Compensation Option may be acquired at the issue price and will consist of one Common Share and one common share purchase warrant (the "Compensation Unit Warrant"). Each Compensation Unit Warrant shall entitle to acquire one Common Share at a price of $0.9375 for a period of 36 months form the date of issuance.

- 5 -

Operating Activities- Exploration Properties

Asbury Graphite Property, Quebec, Canada

In August 2012, the Company entered into an agreement with Uragold Bay Resources Inc. ("Uragold" or "UBR") for the purchase of UBR's Asbury mining claims. The past producing Asbury Graphite Mine property consists of two claims and is located approximately 8 km northeast of Notre-Dame-du-Laus and about 120 km north of the Ottawa-Gatineau area.

The Asbury Graphite Mine property is accessible by a good road and a power transmission line runs to the property. Some of the old mill structure still exists.

In December 2012, the Company announced the completion of a NI 43-101 report on the Asbury Graphite Mine. This report describes the exploration potential related to the Asbury Graphite Mine. The data in the report was mostly obtained from historical assessment exploration reports. The report can be found on the Company's website.

The NI 43-101 report noted that historical exploration by various companies and subsequent resource evaluations lead to an historical production by Asbury Graphex from 1974 to 1988. Open pit mining allowed the extraction of 875,000 metric tons of graphite ore at a cut-off grade of 6% on the current property. Historical geophysics (EM) over the property reveals three conductive zones, named A to C, striking north-south and thus conforming to the local bedding. Anomaly A is 825 m long and 30 m wide and is located west of the open pit. Anomaly B is 530 m long and 35 m wide and is located southwest of the open pit. This anomaly was drilled by one diamond drill hole and 40.5m of graphitic rock grading 2.30% C total was encountered, including 4.07% C total over 11.7 m. Anomaly C is 230 m long and 10 m wide and is in the open pit, going toward south. Four less important conductor axes are also present, along with a small part of another EM anomaly.

The presence of distinct graphitic rock units is compatible with the skarn deposit model, which may imply several mineralized lenses of comparable quality. In addition, significant graphite mineralization can also be present along the extensions to the south and at depth from the open pit.

The NI 43-101 report recommended follow up activities including: (1) an exhaustive map compilation of historic drilling and geophysical survey on the property (2) a detailed Max-Min geophysical ground survey to confirm and complete historical data, and, finally (3) a drilling program testing the best targets revealed by the geophysical compilation and the geophysical survey. The report recommended that particular attention should also be applied to the immediate area of the mine pit to test its southern and downward extensions.

In early 2015, the Company began the process of re-permitting the graphite processing mill on the Asbury property. The permits under which the historic mining and milling were conducted on the Asbury Project expired in the year 2000. The Municipality of Notre-Dame-Du-Laus, which is also the owner of the land upon which the mill and its associated tailings ponds are located, had officially approved Canada Carbon's intention to proceed with the redevelopment of the mill complex on the Asbury site.

The Company has completed humid area delimitation on the Asbury property and has also completed the summer season study of flora and fauna. The flora and fauna study was completed during the Autumn season of 2016. Baseline hydrogeological data was also acquired. Work at Asbury was put on hold as the Company focused its attention on the Miller Project.

In July 2021, the Company announced that it had acquired 20 additional mining claims, surrounding its two existing claims on the former Asbury Mine site. The total 22 claims ("Asbury claims") cover 1,205.9 hectares. All the claims are located in zones where exploration and extraction activities are permitted, and are not subject to CPTAQ regulations.

The preliminary field prospecting campaign was carried out from July 26, 2021 to July 30, 2021. A nine person team prospected, mapped and sampled the property equipped with two Bm4+ 'Beep Mat' electromagnetic detectors used to follow multiple conductors found in a 2013 Heliborne Magnetic and TDEM survey by Focus Graphite (DUBE,2013). Three geological fold patterns in the conductor anomalies were defined from the 2013 survey. Folding is very significant for graphite exploration since it can allow a thickening and enrichment of the graphitic horizon along the fold hinge. One of these folds is located at the historical Asbury mine, whereas two others had yet to be investigated in detail.

The Property is overlain by one to two metres of glacial till, as is commonly encountered in this part of Quebec. A team using a Beep Mat EM detector attempted to locate the aerial conductors by crossing the surface perpendicular to their strike. When a conductive target was identified, trenching was conducted in an attempt to sample any subcropping mineralization. Other team members scouted the area seeking potential outcrop or mineralized boulders at surface. As the Beep Mat could only detect conductors within one metre of surface, a number of the aerial conductors were not confirmed during this preliminary survey.