Group Eleven Resources : 2021 Fourth Quarter Management Discussion & Analysis

Group Eleven Resources Corp.

Management Discussion and Analysis

For the Year Ended December 31, 2021

The following Management's Discussion and Analysis ("MD&A") of the financial condition and results of operations of Group Eleven Resources Corp. ("Group Eleven" or "the Company") constitutes management's review of the factors that affected the Company's financial and operating performance for the year ended December 31, 2021. The MD&A was prepared as of April 28, 2022 and should be read in conjunction with the Company's audited annual consolidated financial statements ("Financial Statements") and related notes for the years ended December 31, 2021 and 2020. All figures are in Canadian dollars unless otherwise stated. The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS").

Overview

Group Eleven is an emerging zinc exploration and development company, focused on resource expansion and drill target testing to discover Ireland's next major zinc deposit. The Company holds 41 licences in Ireland, comprising over 1,193 square kilometres on three main properties which are highly prospective for Irish Type zinc-lead deposits. Ireland ranks as one of the largest zinc producers in Europe and is host to some of the world's largest zinc deposits.

2021 Highlights

• • The Company completed drilling at Zone 3 and 4 of the Carrickittle prospect in Q4 2021, drilling 4 holes, 518 metres in total. One hole, G11-2840-22 at Zone 4, intersected a thick (9.0m) zone, hosting seven narrower massive and semi-massive intervals, including 28.7% Zn, 2.2% Pb and 37.0 g/t Ag (over 37cm downhole thickness), 26.4% Zn, 5.8% Pb and 32.1 g/t Ag (20cm) and 22.3% Zn, 5.0% Pb and 28.6 g/t Ag (8cm). The remaining hole at Zone 4, G11-2840-25, intersected a wide interval (52.43m) of low-grade (0.26% Zn, 0.11% Pb, 1.0 g/t Ag), including 1.30m of 2.0% Zn, 1.5% Pb and 14.0 g/t Ag. The remaining holes at Zone returned anomalous zinc and lead, confirming that the primary focus for mineralization is northwest of Zone 1.

• • Group Eleven completed a drill hole at the Ballywire prospect located in the PG West project in the Limerick region, intersecting 3.3 metres of 10.1% zinc, 2.4% lead (12.5% combined) and 48.3 g/t silver in a 220-metre step-out hole. Significant zinc mineralization is now intersected in four consecutive holes defining a 900-metre long down-dip extent along the base of the Waulsortian limestone, along an NNW direction, and remains open in all directions.

• • The Company completed its first drill program at the Denison copper-silver prospect, staked by the Company in August 2019 and located at the PG West project, along the Pallas Green corridor. A total of three holes were drilled, two shallower (49 metres and 41 metres), geology holes 10 kilometers from the historic estimate, and a third hole, G11-4474-01, on the eastern side of the historic estimate. G11-4474-01 intersected 116.7m of 0.38% Cu and 21 g/t Ag (0.54% CuEq), including 44.7m of 0.82% Cu and 47 g/t Ag (1.16% CuEq). The hole succeeded in confirming historically known mineralization and expanded the outer-boundary of the assayed lower-grade (0.16% CuEq) envelope now interpreted at this locality by 30-50m.

• • Group Eleven completed 8 holes totaling 920 metres of drilling as part of the Company's drill campaign at Zone 2 of the Carrickittle prospect at PG West, Limerick. All but one hole intersected meaningful zinc-lead mineralization, defining two NW-oriented linear trends with a strike-length of 50 and 100 metres, respectively (open-ended). Highlights include 1.40 metres of 14.8% ZnEq (10.4% lead, 1.9% zinc, and 110.0 g/t silver), including 0.85 metres of 21.7% ZnEq (15.5% lead, 2.8% zinc, and 158.6 g/t silver), in G11-2840-13 starting at 27.8 metres downhole (true width estimated at 33%) and 6.65 metres of 1.2% ZnEq (0.9% zinc, 0.2% lead, and 4.5 g/t silver), including 0.30 metres of 13.0% ZnEq (10.1% zinc, 1.9% lead, and 45.3 g/t silver) in G11-2840-20, starting at 16.5 metres downhole (true width estimated at 90%).

• • The Company's first drill campaign at Gortdrum was completed in March, with two holes drilled (380.9 metres total) along the main mineralizing structure, the "Gortdrum Fault Zone", from the old Gortdrum copper mine. G11-4498-01 intersected 14.4 metres of 0.221% Cu and

2.1 g/t Ag (0.240% CuEq), including 0.80 metres of 0.620% Cu and 4.4 g/t Ag (0.660% CuEq) and including 0.90 metres of 0.387% copper and 3.1 g/t silver (0.416% CuEq). The second hole, G11-350-01, intersected a broad zone of highly anomalous copper (31.7 metres of 0.080% Cu and 1.6 g/t Ag), including 1.6 meters of 0.532% Cu and 22.3 g/t Ag (0.735% CuEq) and 2.9 metres of 0.151% Cu and 0.5 g/t Ag (0.156% CuEq).

• • On January 8, 2021, the Company issued 11,492,384 common shares at a subscription price of $0.065 per common share, for total proceeds of $747,005.

Report on Operations

During the year ended December 31, 2021, the Company completed drill programs on a number of target areas within the PG West project, including Gortdrum, Denison, Ballywire and also Zone 2, 3, and 4 of the Carrickittle prospect, the latter designed primarily to test key fault structures and strong chargeability anomalies identified from the induced polarization ("IP") survey completed early in 2021. Group Eleven surrendered the remaining PL's for the Tralee project during the third quarter of 2021 as the Company continues to focus on the PG West and Stonepark project areas.

PG West (Limerick Region, Ireland)

The PG West project, including the Gortrdrum, Tullacondra, and Aherlow prospects, comprises 25 PLs covering 706.9 square kilometres and is contiguous with the Company's Stonepark project, covering additional prospective stratigraphy in the Limerick region. The project hosts the Carrickittle area, an advanced zinc prospect within the Pallas Green Corridor, a 25-kilometre-long trend of mineralization defined by the Pallas Green deposit in the north and the Company's Carrickittle, Ballywire and Denison prospects to the south. The recently acquired Tullacondra prospect (two PLs; 44 square kilometres) is located approximately 20 kilometres south of the PG West project.

Early in 2021, the Company completed its first-ever drill program at Gortdrum, a project area that had not been drilled since 1975. The two diamond drill holes (totaling 380.9 metres) were drilled 1.0 km and 2.2 km, respectively, from the old Gortdrum copper mine, along the main mineralizing structure. Both holes intersected significant mineralization starting at relatively shallow depths. G11-4498-01 intersected 14.4 metres of 0.221% Cu and 2.1 g/t Ag (0.240% CuEq), including 0.80 metres of 0.620% Cu and 4.4 g/t Ag (0.660% CuEq) and including 0.90 metres of 0.387% copper and 3.1 g/t silver (0.416% CuEq) at 46.2 metres downhole (true width estimated at 60%). G11-350-01 intersected a broad zone of highly anomalous copper (31.7 metres of 0.080% Cu and 1.6 g/t Ag), including 1.6 meters of 0.532% Cu and 22.3 g/t Ag (0.735% CuEq) and 2.9 metres of 0.151% Cu and 0.5 g/t Ag (0.156% CuEq) starting at 32.4 metres downhole (true width estimated at 60%). The results suggest that mineralization is associated with a series of steeply-dipping and sub-parallel faults within the Gortdrum Fault Zone.

During the second quarter of 2021, the Company completed 920 metres of drilling over eight holes at Zone 2 of the Carrickittle prospect, primarily to test chargeability-high anomalies along IP lines completed early in 2021. The above included two holes were also drilled in the opposite direction to the initial holes to intersect the newly interpreted mineralized veins perpendicular to dip and to conduct a definitive test for massive sulphide bodies which may have been sub-parallel to the initial holes. All but one of the eight holes drilled intersected meaningful zinc-lead mineralization, defining two NW-oriented linear trends with a strike-length of 50 and 100 metres, respectively, further corroborating the NW-oriented controls on mineralization thus far observed at Carrickittle, providing an important vector for future exploration towards the NW. The Company also completed a ground magnetics survey over a 1.4 square kilometre area at Carrickittle, identifying prominent magnetic lineaments extending towards the NW, parallel to massive sulphide bodies identified via drilling over the last year. These lineaments are interpreted to represent highly-prospective fault zones which will be followed up in future drill programs.

In the third quarter, the Company focused on drilling at the Ballywire prospect, completing drillhole G11-468-1, intersecting 3.30 metres of 10.1% zinc, 2.4% lead (12.5% combined) and 48.3 g/t silver (13.6% ZnEq). This step-out hole was located 220 metres north/northwest from the historic drill hole 00-468-5, which intersected up to 430 g/t silver and 1.89% copper over narrow widths within a wider, lower grade interval. Together with FM-2654-1 and the Company's prior hole G11-2654-01, the above holes define a 900-metre down-dip extent of significant mineralization, open in all directions. The next nearest hole testing the target area is located over one kilometre to the west/northwest of G11-468-1 and hosts the second-best intercept at Ballywire (2.50 metres of 6.2% ZnEq, including 0.50 metres of 20.3% ZnEq), identifying the intervening area as highly prospective.

Late in the third quarter of 2021, the Company commenced drilling at the Denison prospect, completing three holes in total with one drill hole, G11-4474-01, intersecting 116.7m of 0.38% Cu and 21 g/t Ag (0.54% CuEq), including 44.7m of 0.82% Cu and 47 g/t Ag (1.16% CuEq). The hole confirmed historically known mineralization (part of the Denison historic estimate) and also expanded by 30-50m the outer-boundary of the assayed lower-grade (0.16% CuEq) envelope now interpreted at this locality. Drill hole G11-4474-01 also provided physical core from the prospect (given almost no historic core exists intact) and identified the extent and characteristics of mineralization (including structural information from oriented core).

During the fourth quarter of 2021, the Company continued exploration at Carrickittle, completing additional drilling at Zones 3 and 4, encountering multiple intervals of high-grade massive and semi-massive sulphide at Zone 4. Hole G11-2840-22, drilled at Zone 4, intersected a thick (9.0m) zone, hosting seven narrower massive and semi-massive intervals, including 28.7% Zn, 2.2% Pb and 37.0 g/t Ag (over 37cm downhole thickness), 26.4% Zn, 5.8% Pb and 32.1 g/t Ag (20cm) and 22.3% Zn, 5.0% Pb and 28.6 g/t Ag (8cm). The best part of this zone included 2.52 metres of 6.9% Zn, 0.9% Pb and 8.9 g/t Ag.

The Company incurred $818,865 in exploration expenditures at PG West during the year ended December 31, 2021, primarily on drilling at Ballywire and Zone 2, 3 and 4 at Carrickittle ($370,223, including assays) and at Gortdrum ($50,913, including assays), as well as, for data compilation and technical supervision ($217,658).

Stonepark Project (Limerick Region, Ireland)

The Stonepark project ("Stonepark") holds six prospecting licences ("PLs") covering an area of 183.6 square kilometres and hosting three main zones of known mineralization, Stonepark North, Stonepark and Stonepark West, located west of Glencore's Pallas Green deposit. The Company holds a 76.56% interest in TILZ Minerals Ltd. ("TILZ"), the legal entity that holds the licences comprising Stonepark. The remaining 23.44% equity interest in TILZ is held by Arkle Resources PLC ("Arkle"), an Ireland-based company focused on zinc and gold exploration. The interest in TILZ is consolidated, with the acquisition value of the project reflected in exploration and evaluation assets and ongoing exploration costs reflected as expenses on the income statement. The carrying value ascribed to Arkle's 23.44% interest in TILZ is captured as non-controlling interest in the Financial Statements.

Stonepark has a Mineral Resource Estimate ("MRE") of 5.1 million tonnes grading 11.3% zinc and lead combined (8.7% zinc and 2.6% lead) in the Inferred Mineral Resource category. The details and supporting information for the MRE are filed onwww.sedar.comand in the NI 43-101 Independent Report on the Zinc-Lead Exploration Project at Stonepark, County Limerick, Ireland, with an effective date of April 26, 2018.

The Company received the results from the two step-out drill holes (864 metres in total) completed at Stonepark early in 2021. Drill hole G11-2638-04 was drilled within a 135-metre gap between the northern-most and central wireframes of the Stonepark North portion of the MRE and intersected a thick package of brecciation and low-grade mineralization yielding 17.95 metres of 1.02% zinc and 0.23% lead from 213.05 metres. The second hole drilled at Stonepark was G11-2638-05, located near the Stonepark West portion of the MRE. This hole intersected moderate mineralization (2.0 metres of 1.21% zinc and trace lead or 1.21% combined from 451.00 metres; and a number of lower grade intercepts elsewhere in the hole).

The Company spent $120,306 during the year ended December 31, 2021, on the Stonepark project,primarily on consulting ($22,675), rental ($37,070) and data compilation and technical supervision as planning for the 2022 exploration program commenced ($30,580).

Ballinalack Project (Ireland)

The Ballinalack project ("Ballinalack") consists of five PLs covering 169.0 square kilometres and is located approximately 50 kilometres west of the currently producing Tara Zinc-Lead Mine (Boliden AB), near Navan. The Company holds a 60% interest in Ballinalack Resources Limited ("BRL"), the legal entity that owns the licences comprising Ballinalack. The remaining 40% of BRL is owned by Shenzhen Zhongjin Lingnan Nonfemet Company Limited ("Nonfemet"), one of the largest zinc producers in China. The interest in BRL is consolidated, with the acquisition value of the project reflected in exploration and evaluation assets and ongoing exploration expenditures reflected on the income statement. The carrying value ascribed to the 40% interest in BRL held by Nonfemet is captured as non-controlling interest in the Financial Statements.

Ballinalack has a Mineral Resource Estimate ("MRE") of 5.4 million tonnes grading 8.7% zinc and lead combined (7.6% zinc and 1.1% lead) in the Inferred Mineral Resource category. The details and supporting information of the MRE are filed onwww.sedar.comand in the NI 43-101 Independent Report on Base Metal Exploration Project at Ballinalack, County Westmeath, Ireland, with an effective date of January 11, 2019.

The Company incurred $43,698 in exploration expenditures at Ballinalack during the year ended December 31, 2021, primarily for license renewals ($37,070) as the Company recently received confirmation of the license renewals originally expected earlier in the year. The new license block now expires in February 20, 2025. The expenditure requirements, totaling €462,500, will be due by the expiry date rather than on two-year intervals due to the renewal delay experienced by the Company.

Silvermines (Ireland)

Silvermines is comprised of 5 PLs covering a total of 133.0 square kilometres (reduced from 18 PLs in 2021, noted below). The Silvermines project is considered highly prospective for Irish Type zinc-lead deposits. The Cooleen prospect (e.g. 7.3 metres grading 16.0% zinc and lead in hole NX-11) has seen limited exploration activity over the past 20 years (the PLs were released from long-term moratorium in May 2015). The project is located adjacent to the historic Silvermines Zinc Mine which produced approximately 10.8 million tonnes grading 7.4% zinc and 2.7% lead between 1968 and 1982 (Boland et al, 1992). The Silvermines region is unique from a global perspective given that four past producing zinc mines (Galmoy, Lisheen, Tynagh and Silvermines) and three known zinc prospects (Rapla, Dearykearn and Cooleen) exist within a relatively short (30 kilometre) radius.

Group Eleven has reduced its licence block to focus on the core Silvermines licences totalling 5 PLs (133.7 square kilometres) located in the lower southwestern section of the project. The other 13 PL's (465 square kilometres) were not renewed in early 2021. These surrendered northern PL's were viewed as greenfield exploration and early stage compared to Group Eleven's other project areas, with significant minimum expenditures (€135,000) required to maintain in good standing.

For the year ended December 31, 2021, the Company incurred minimal expenditures at the Silvermines project while focusing on the key project areas in Limerick, with a total of $7,138 incurred primarily for personnel costs.

Tralee (Ireland)

The two remaining PLs comprising the Tralee project were not renewed in 2021 as part of the Company's continuing focus on the core properties of Limerick, Ballinalack, and Silvermines.

Exploration Property Expenditures

Exploration and evaluation expenditures incurred by the Company, excluding acquisition costs, have been expensed in the audited annual consolidated statements of loss and comprehensive loss, the