Canterra Minerals : Q3-2021 MD&A

CANTERRA MINERALS CORPORATION

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - FORM 51-102F

For the nine months ended September 30, 2021

This Management's Discussion and Analysis ("MD&A") reviews the activities of Canterra Minerals Corporation ("Canterra", or the "Company") and compares the financial results for the three and nine months period ended September 30, 2021 ("third quarter 2021" and "nine months fiscal 2021", respectively) with the comparable period in 2020 ("third quarter 2020" and "nine months fiscal 2020", respectively). This MD&A should be read in conjunction with interim condensed consolidated financial statements for the third quarter 2021 and the audited consolidated financial statements and accompanying notes for the year ended December 31, 2020, copies of which are filed under the Company's profile on the SEDAR website, www.sedar.com.

The Company was incorporated as 580312 B.C. Ltd. in British Columbia on February 18, 1999 and adopted the name "Diamondex Resources Ltd." on March 23, 1999. The Company adopted its present name on December 9, 2009, in connection with the business combination of Diamondex and Triex Minerals Corporation ("Triex"). The Company's head office and principal address is Suite 580 - 625 Howe Street, Vancouver, British Columbia, Canada, V6C 2T6. The Company's registered and records office is Suite 2200 - 885 W Georgia Street, Vancouver, British Columbia, Canada, V6C 3E8. The Company's functional currency is the Canadian dollar.

The information in this MD&A is provided as of the date of this MD&A, November 23rd, 2021 (the "Report Date").

DESCRIPTION AND OVERVIEW OF BUSINESS

The Company is a Canadian resource exploration company with a focus on gold exploration in Newfoundland and holding diamond properties in the Northwest Territories and Alberta.

The Company holds the Marlin property in the Northwest Territories and holds a 33% interest in the Buffalo Hills Diamond Project in Northern Alberta.

As of September 30, 2021, the Company had working capital of approximately $4.2 million. The Company's ability to continue as a going concern is dependent upon its ability to continue to raise adequate financing, monetize it marketable securities holdings and to commence profitable operations in the future and repay its liabilities arising from normal business operations as they become due.

MINERAL PROJECTS

The Company's core assets are the exploration rights to its mineral properties. These rights are held by means of claims located by staking and prospecting permits or leases issued by government departments for prospecting and exploration purposes. In several instances, the mineral rights may be held under Purchase Option Agreements. Such agreements typically require the Company to make cash payments and share issuances and to incur exploration expenditures on multiyear schedules, as set forth in each agreement.

NEWFOUNDLAND

Wilding Lake Property

On December 17, 2020, the Company acquired Teton Opportunities Inc. ("Teton"), a private company incorporated under the laws of British Columbia, Canada who holds an option agreement with Altius Resources Inc. ("Altius") for the Wilding Lake Project ("Wilding Lake") located in the Province of Newfoundland, Canada. The total purchase price of $2,042,533 was effected by way of share exchange whereby Canterra issued 9,677,250 Canterra shares and 4,398,750 Canterra warrants in exchange for all the issued and outstanding securities held by Teton shareholders.

In accordance with the terms of the Wilding Lake option agreement, the Company is required to:

• Issue Altius 12,500,000 Teton shares and warrants to acquire a further 6,250,000 Teton shares (issued on December 16, 2020 by Teton prior to acquisition);
• Complete a minimum financing for gross proceeds of $2,500,000 (completed by Canterra on December 17, 2020);

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CANTERRA MINERALS CORPORATION

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - FORM 51-102F

For the nine months ended September 30, 2021

• Incur cumulative exploration expenditures of at least $1,000,000 on the property before August 27, 2022;
• and complete a transaction with a publicly listed company before December 31, 2020 (completed)

The property is subject to a 2% Net Smelter Return ("NSR") payable to Altius and a 1.5% NSR to the original property owners. The Company may buyback 1% of the NSR held by the original property owners by payment of $1,000,000.

The Wilding Lake Project is comprised of the Wilding Lake, Noel Paul, Crystal Lake, East Alder, Carter Lake and Intersection gold properties, totaling approximately 285 km2, and includes 53 km of the Rogerson Lake structural corridor which runs for 200 kilometres diagonally across Newfoundland. The Rogerson Lake corridor hosts Marathon Gold's Valentine Lake project as well as the Cape Ray gold deposit owned by Matador Mining. New gold discoveries on the Wilding Lake Project and continued success at Marathon Gold's Valentine Lake project, directly southwest of Wilding Lake, indicate that the Rogerson Lake corridor is only recently emerging as a major area of gold endowment.

Gold was first discovered at the Wilding Lake Project through forestry activity in 2016. Five zones of gold mineralization were identified by a previous operator through an initial 30 hole drill campaign in 2017, with highlights including:

• 10.01 g/t Au over 5.3m in hole WL-17-24
• 40.85 g/t Au over 0.5m in hole WL-17-01
• 0.98 g/t Au over 17.0m in hole WL-17-12
• 1.44 g/t Au over 5.1m in hole WL-17-08
• 11.14 g/t Au over 0.5m in hole WL-17-03
• 0.54 g/t Au over 12.7m in hole WL-17-28

The 2017 initial drill hole program successfully demonstrated strong gold endowment at the Wilding Lake Project with gold mineralization in 27 of the 30 holes in a proximal and geologically similar setting to the Valentine Lake project to the southwest. Gold mineralization occurred in shear-related orogenic style quartz veins and quartz stockworks underneath shallow overburden in an area that has not been previously systematically explored for gold.

On April 15, 2021, the Company entered into an option agreement with Sokoman Minerals Corp. ("Sokoman") to acquire 100% of the East Alder gold project ("East Alder") located immediately northeast of the Company's Wilding Gold Project in central Newfoundland. The Company can acquire 100% of East Alder by issuing 750,000 common shares of the Company and work commitments totalling $600,000 over a 4-year period. Sokoman will retain a 1.0% net smelter return royalty on East Alder with Canterra having the right to buy-down 0.5% of the royalty for $1,000,000.

In the first quarter of 2021, the Company completed 2,335m in 16 drill holes in its first winter drill program at Wilding. Drilling targeted the expansion of known gold mineralization in several zones, including seven holes at Elm and testing multiple targets along the 750m long Red Ochre Complex. Initial results from the winter program were announced on April 28, 2021 (the first seven drill holes at the Red Ochre Complex, which is the westernmost zone of gold mineralization identified at Wilding Lake), with the remaining results announced on May 27, 2021 (the Elm Zone and Dogberry targets).

In the third quarter of 2021, the Company increased its land position at Wilding Lake, announcing that the land position had increased with the addition of the Carter Lake property. An additional 112 claims were staked along the Valentine Lake Shear Zone, which now brings the total land position to 1,088 claims in 21 Mineral Exploration Licenses. The Company also announced the identification of drill targets and the completion of till sampling on the property. With the results of the surface sampling, the Company moved forward with a planned 5,000m drill program which commenced in late September.

Following the close of the third quarter 2021, the Company gave notice to Altius that cumulative exploration expenditures on the Wilding property had exceeded $1,000,000 and that all terms of the option agreement have been fulfilled.

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CANTERRA MINERALS CORPORATION

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - FORM 51-102F

For the nine months ended September 30, 2021

On October 4, 2021, the Company announced that it had entered into an asset purchase agreement with NorZinc Ltd. ("NorZinc"") and its affiliate NorZinc-Newfoundland Ltd. to acquire the mineral rights to four projects in Newfoundland, adding 67km2 to the Company's central Newfoundland property position. The agreement provides for the acquisition of the properties for $250,000 in cash and 6,625,000 common shares (the "Consideration Shares") of the Company, representing an approximate 9.1% ownership interest, together representing a total consideration value of approximately $2,237,500 based on a closing price of $0.30 per share. The Consideration Shares may not be transferred until the date that is six months following the closing and the remaining 3,625,000 may not be transferred until the date that is 12 months following the closing. The Consideration Shares will also be subject to a statutory hold period expiring four months and one day from the closing. Completion of the acquisition occurred on November 15, 2021.

On October 25, 2021, the Company released a drilling update on the fall drill program, with 2,400m drilled in 10 drill holes which is almost half the planned meterage of the program. Drilling included the first holes ever drilled into the Valentine Lake Shear Zone ("VLSZ") intersected the Valentine Lake intrusion, mafic dikes and quartz- veins similar to the deposit setting at the neighboring Valentine Lake Gold project. Additional drill targets were also identified along the VLSZ using gold-in-soil anomalies with samples having returned 11 to 167 ppb Au along the trace of the VLSZ as it trends

northeast from Marathon Gold's Valentine Lake Gold Project, and 12 to 49 ppb Au in the previously unsampled western

portion of Wilding Lake. Results from summer and fall work indicate that the same geological setting to that of Marathon Gold's deposits exist on Wilding Lake, as the VLSZ trends for 7.5km across the project.

NORTHWEST TERRITORIES

Marlin Property

In fiscal year 2014, the Company acquired the Marlin Property by staking 23 mineral claims. The Company currently maintains 10 mineral claims covering an area of approximately 13,461 ha. The property is located approximately 20 km northwest of the Gahcho Kue Project, which is being advanced by De Beers Canada and Mountain Province Diamonds Inc. The Marlin Property was staked based on the presence of anomalous indicator minerals including G10 garnets and chromites which appear to have been sourced from within the acquired claim block, as well as seven geophysical anomalies identified from a previous airborne magnetic and electromagnetic survey. Three of the remaining mineral claims expired in July 2019, with the remaining in good standing until March 2024.

ALBERTA

Buffalo Hills Property, Alberta

The Buffalo Hills Property ("Buffalo Hills") is held by the Buffalo Hills Joint Venture ("BHJV"), which has three participants: Ovintiv (formerly EnCana Corporation) (34.14%), Star Diamond Corporation (32.93%) and the Company (32.93%). The Company is the Operator of the BHJV. Buffalo Hills is comprised of 21 mineral leases covering 4,848 ha, located in north central Alberta centered approximately 120 km northeast of Peace River and 400 km northwest of Edmonton. To date, a total of 41 kimberlites have been discovered in the region, of which 28 are diamondiferous. Kimberlite bodies range in size from 1 - 47 ha. In addition, four metallic and industrial mineral permits were staked near the main lease holdings in 2015, these permits expired in 2017. Buffalo Hills is currently on care and maintenance.

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CANTERRA MINERALS CORPORATION

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - FORM 51-102F

For the nine months ended September 30, 2021

RESULTS OF OPERATIONS

For the three months ended September 30, 2021 and 2020

The net loss for the three months ended September 30, 2021 was $806,612 compared to $28,770 for the prior year's comparative period.

Expenses for the three months ended September 30, 2021 amounted to $805,577 (September 30, 2020 - $29,115). Expenditures have increased in 2021 as compared to 2020 due to the extensive exploration programs in Newfoundland. In 2020 the Company was curtailing its expenditures and conserving cash, with no exploration work conducted.

The unrealized loss on marketable securities amounted to $1,035 (September 30, 2020 - gain of $345).

For the nine months ended September 30, 2021 and 2020

The net loss for the nine months ended September 30, 2021 was $2,136,225 compared to $96,840 for the prior year's comparative period.

Expenses for the nine months ended September 30, 2021 amounted to $2,136,225 (September 30, 2020 - $97,367). Expenditures have increased in 2021 as compared to 2020 due to the extensive exploration programs at Wilding, including both surface sampling and multiple drill programs. No exploration work took place in the first three quarters of 2020. In addition to the exploration expenditures, the Company also issued stock options in the first quarter of 2021, with 25% of the options vesting immediately and a further 25% vesting in the third quarter. No stock options were issued in the prior year's comparative period.

The unrealized gain on marketable securities amounted to $nil (September 30, 2020 - gain of $517).

The operating losses reflect the Company's status as non-revenue producing mineral exploration company. As the Company has no main source of income, losses are expected to continue for the foreseeable future.

Summary of Quarterly Results

The following table summarizes information derived from the Company's financial statements for each of the eight most recently completed quarters.

Year:	2021	2021	2021	2020	2020	2020	2020	2019
Quarter Ended:	Sep 30	June 30	Mar 31	Dec 31	Sep 30	June 30	Mar 31	Dec 31
Net sales or total revenue:	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil
Net income (loss):
(i) in total (000s)	$(806)	$(726)	$(603)	$(199)	$(29)	$(42)	$(26)	$(64)
(ii) per share (1)	$(0.02)	$(0.01)	$(0.03)	$(0.00)	$(0.00)	$(0.00)	$(0.00)	$(0.00)

(1) Fully diluted loss per share amounts are not shown as they would be anti-dilutive.

While the information set out in the foregoing table is mandated by National Instrument 51-102, it is management's view that the variations in financial results that occur from quarter to quarter are not particularly helpful in analyzing the Company's performance. It is in the nature of the business of junior exploration companies that unless they sell a mineral interest for a sum greater than the costs incurred in acquiring such interest, they have no significant net sales or total revenue.

Significant variances in the Company's reported loss from quarter to quarter most commonly arise from several factors that are difficult to anticipate in advance or to predict from past results. These factors include: (i) level of exploration and

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CANTERRA MINERALS CORPORATION

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - FORM 51-102F

For the nine months ended September 30, 2021

project evaluation expenses incurred, (ii) decisions to write off acquisition costs when management concludes there has been an impairment in the carrying value of a mineral property, or the property is abandoned, and (iii) the vesting of incentive stock options, which results in the recording of amounts for share-based compensation expense that can be quite large in relation to other general and administrative expenses incurred in any given quarter.

Financing Activities

During the nine months ended September 30, 2021, the Company completed a non-brokered private placement and raised approximately $2.5 million and received $nil (September 30, 2020 - $80,000) from Rand Explorations Ltd.

Investing Activities

During the nine months ended September 30, 2021, the Company issued 250,000 common shares with a fair value of $61,250 to Sokoman Minerals Corp. pursuant to an option agreement to acquire the East Alder gold project in central Newfoundland and staked additional ground for $8,463. There were no investing activities during the nine months ended September 30, 2020.

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Transactions with Related Parties

The Company entered into the following transactions with related parties and key management personnel during the nine months ended September 30, 2021 and 2020:

Paid or accrued the following to Chris Pennimpede, the President and Chief Executive Officer of the Company:

		2021		2020
Wages & Benefits	$	60,000	$	-
Share-based compensation		83,338		-

Paid or accrued the following to Rand Explorations Ltd. ("Rand") a company controlled by Randy Turner, the former President and Chief Executive Officer of the Company, whose term ended December 15, 2020:

		2021	2020
Consulting Fees	$	- $	20,250
Geological consulting fees		-	2,250
Share-based compensation		58,337	-

Paid or accrued the following to Harry Chan, the Chief Financial Officer of the Company:

		2021		2020
Consulting Fees	$	54,000	$	16,375
Share-based compensation		20,834		-

Paid or accrued the following to Independence Gold Corp., a company with common directors and/or officers:

		2021		2020
Rent	$	11,200	$	9,000
Wages, benefits and other		19,750		4,650
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