Group Eleven Resources : 2022 Third Quarter Management Discussion & Analysis

Group Eleven Resources Corp.

Management Discussion and Analysis

For the Three and Nine Months Ended September 30, 2022

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CONTENTS

General	3
Overview	3
2022 Highlights	3
Report on Operations	4
Summary of Quarterly Results	8
Liquidity and Capital Resources	8
Financial Instruments	9
Contractual Obligations	9
Subsequent Events	10
Off-Balance Sheet Arrangements	10
Related Party Transactions	10
Outlook	10
Critical Accounting Estimates	11
Disclosure Controls and Procedures	11
Outstanding Share Data	12
Risks and Uncertainties	12
Forward Looking Information	12

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General

This Management's Discussion and Analysis ("MD&A" or "Report") of the financial condition of Group Eleven Resources Corp. ("Group Eleven" or "the Company") and results of operations of the Company for the nine months ended September 30, 2022 (the "Period") has been prepared by management in accordance with the requirements under National Instrument 51-102 as at November 21, 2022 (the "Report Date"). The Report should be read in conjunction with the Company's condensed consolidated interim financial statements for the nine months ended September 30, 2022 and the notes thereto, and the audited consolidated financial statements for the year ended December 31, 2021 and the notes thereto (collectively, the "Financial Statements"), which have been prepared using accounting policies consistent with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS") and within which the Company's accounting policies are described in Note 2. All dollar amounts in the Report are in Canadian dollars unless otherwise noted.

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 35 Prospecting Licenses ("PLs") in Ireland, comprising over 1,046 square kilometres on three main properties which are highly prospective for Irish Type zinc-leaddeposits. Ireland ranks as one of the largest zinc producers in Europe and is host to some of the world's largest zinc deposits. The Company's common shares are listed on the TSX Venture Exchange ("TSX-V") under the symbol ZNG and on the OTC under the symbol GRLVF.

2022 Highlights

• On February 2, 2022, the Company announced the start of drilling at the Stonepark project, consisting of a 2,300 metre, 6-hole drill program. On June 16, 2022, the Company announced the results of the first three holes of this program, including the intersection of a major fault structure with at least 150 metres of vertical displacement and local zinc mineralization in both the hangingwall and footwall, at the Carrickittle West prospect.
• On February 23, 2022, the Company closed a non-brokered private placement of 20,831,666 units at a subscription price of $0.12 per unit, for total proceeds of $2,499,800.
• On April 5, 2022, the Company announced drilling at the Carrickittle prospect extended Zone 1 by 30 metres and intersected zinc mineralization 750 metres northwest of Zone 1.
• On May 5, 2022, the Company announced that drilling at the Tullacondra copper-silver prospect, designed to test the historic estimate, intersected the best hole drilled to date at the prospect: 130.1m of 0.50% Cu and 20.8 g/t Ag (from 5.0m downhole depth; true width 60-90% of intercepted width), including 65.1m of 0.64% Cu and 29.5 g/t Ag. On August 9, 2022, the Company announced that it was awarded an additional PL on the west side of the Tullacondra prospect.
• On May 15, 2022, Shaun Heinrichs resigned as Chief Financial Officer of the Company, and on May 16, 2022, Jeannine Webb was appointed as Chief Financial Officer of the Company.
• On July 19, 2022, at the Company's Annual General Meeting, all resolutions placed before the shareholders were passed.
• On September 6, 2022, the Company announced a discovery hole (G11-468-03) at the Ballywire prospect which intersected a 66.0-metre zone of mineralization hosting 5.00 metres of 8.3% Zn+Pb (6.2% Zn and 2.1% Pb) and 107 g/t Ag; and 6.85 metres of 15.4% Zn+Pb (11.1%

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Zn and 4.3% Pb) and 160 g/t Ag; and 1.71 metres of 12.2% Zn+Pb (10.3% Zn and 1.9% Pb) and 38 g/t Ag; and 0.96 metres of 5.1% Zn+Pb (4.4% Zn and 0.8% Pb) and 15 g/t Ag. This hole was drilled 410 metres away from any previous drilling

• On September 13, 2022, incentive stock options were granted, allowing for the purchase of up to, in the aggregate, 1,585,000 common shares of the Company at $0.10 per share for a period of 5 years, and a total of 600,000 deferred share units were granted to three independent Directors as an annual award for services provided.
• On September 27, 2022, the Company announced plans to conduct follow-up drilling at the Ballywire and Carrickittle West prospects, starting in 4-6 weeks and later in 2022, respectively.

Report on Operations

During the nine months ended September 30, 2022, the Company completed drilling on the northwestern extension of Zones 1-4 of the Carrickittle prospect (PG West project), tested the historic estimate at the Tullacondra prospect (near the PG West project), completed the first three holes at the Stonepark project and completed four holes at the Ballywire prospect (PG West project).

PG West (Limerick Region, Ireland)

The PG West project, including the Gortrdrum and Denison prospects, as well as the nearby Tullacondra prospect, comprises 22 PLs covering 650 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,

1. 25-kilometre-longtrend hosting Glencore's Pallas Green deposit in the north and the Company's Carrickittle, Ballywire and Denison prospects to the south. The recently acquired Tullacondra prospect (3 PLs; 84 square kilometres) is located approximately 20 kilometres south of the PG West project.

On April 5th, 2022, the Company announced the completion of a first-pass reconnaissance drill program at the 1km northwest extension at the Carrickittle prospect, extending from the Zone 1-4 target area. Hole G11-2840-26 extended mineralization from Zone 1 by 30 metres to the northwest, intersecting 9.33m of 0.48% Zn+Pb and 8.1 g/t Ag (true width 81% of intercepted width), including: (a)

1. narrow high-grade zone (0.10m of 20.0% Zn+Pb and 6.6 g/t Ag) and (b) a separate Cu-Ag bearing zone (2.77m of 0.10% Cu, 20.4 g/t Ag and 0.40% Zn+Pb, including 0.91m of 0.17% Cu, 37.6 g/t Ag and 0.41% Zn+Pb). Three other holes drilled over 750m to the northwest from Zone 1 returned encouraging results (local zinc mineralization in bedrock, suspected highly-weathered residuals of Zn-Pb mineralization and black-matrix breccia) despite not being able to directly test the target horizon due to significant karst cavities and faulting (with one hole lost mid-way due to excessive cavities).

On May 5, 2022, the Company announced that drilling at the Tullacondra copper-silver prospect, designed to test the historic estimate, intersected the best hole drilled to date at the prospect. Hole G11-3535-01 intersected 130.1 metres of 0.50% Cu and 20.8 g/t Ag (from 5.0 metres downhole depth; true width 60-90% of intercepted width), including 65.1 metres of 0.64% Cu and 29.5 g/t Ag (versus

1. metres of 0.56% Cu and 24.2 g/t Ag, historically). A silver-rich portion of the interval measured

1. metres of 143.7 g/t Ag and 1.24% Cu (from 97.6 metres; true width 80% of intercepted width), including 0.20 metres of 639.0 g/t Ag and 4.54% Cu, representing the highest silver grade attained to date at the prospect (versus 426.1 g/t Ag, historically). A newly identified zone of 13.2 metres grading 0.37% Cu and 16.3 g/t Ag (true width 80% of intercepted width) was intersected from 121.9 metres downhole, including a silver and copper-rich horizon of 0.40 metres of 303.0 g/t Ag and 5.37% Cu (highest copper grade to date at the prospect, versus 1.78% Cu, historically). Mineralization in G11- 3535-01: (a) is significantly wider than in the two closest historic holes collared 50m to the north and south (64.1 metres of 0.71% Cu and 25.6 g/t Ag; and 10.1 metres of 0.38% Cu and 10.1 g/t Ag, respectively); and (b) confirms the continuity of robust Cu-Ag mineralization intersected in historic

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holes drilled over 50 metres to the east and west, respectively.

Overall, the historic estimate at Tullacondra remains open in most directions and potential exists to find look-alike bodies elsewhere on the property (e.g. two historic holes drilled 470 metres apart and over 300 metres to the south interested 42.7 metres of 0.14% Cu and 9.2 metres of 0.17% Cu, respectively). Zinc potential exists at Tullacondra within the Waulsortian Limestone which is preserved on the property and underlain by stratigraphically-lower,copper-bearing horizons. The expanded ground position (additional PL acquired in the Period) covers the western extension of Waulsortian Limestone, adding further compelling zinc exploration upside to what is already an exciting copper- silver prospect.

At Ballywire, the Company completed four holes totaling 1,400 metres. Individual holes stepped-out between 323-546m from G11-468-01, which intersected 3.30m of 12.5% Zn+Pb (10.1% Zn and 2.4% Pb) and 48 g/t Ag. One of these four holes, G11-468-03, intersected a broad zone of zinc-lead-silver mineralization over a width of 66.0 metres, including four higher-grade zones (true width estimated to be 80-100% of intercepted width) as follows: 5.00 metres of 8.3% Zn+Pb (6.2% Zn and 2.1% Pb) and 107 g/t Ag (starting at 228.2 metres downhole), including 2.03 metres of 18.8% Zn+Pb (13.9% Zn and 4.9% Pb) and 227 g/t Ag; 6.85 metres of 15.4% Zn+Pb (11.1% Zn and 4.3% Pb) and 160 g/t Ag (starting at

251.6 metres), including 2.05 metres of 40.8% Zn+Pb (30.5% Zn and 10.3% Pb) and 385 g/t Ag; 1.71m of

12.2% Zn+Pb (10.3% Zn and 1.9% Pb) and 38 g/t Ag (starting at 268.9m); and 0.96 metres of 5.1% Zn+Pb (4.4% Zn and 0.8% Pb) and 15 g/t Ag (starting at 274.7 metres). The intercepts contain several massive sulphide zones up to 2.95 metres thick. This discovery hole represents a 410-metrestep-out NE of G11- 468-01. The discovery area around G11-468-03 remains open and untested along strike for approximately 3km to the ENE and 1.5km to the W, as well as up-dip to the NNW for at least 500m.

On September 27, 2022, the Company announced plans to conduct follow-up drilling at the Ballywire, starting in 4-6 weeks (pending permitting approvals). The drill plan consists of five holes (totaling 1,500 metres) drilled at step-out distances ranging from 100 metres to 250 metes from discovery hole G11-468-03.

The Company incurred $660,997 in exploration expenditures at PG West (which amount includes $56,740 at Tullacondra) during the nine months ended September 30, 2022, primarily on drilling at Carrickittle and Tullacondra, as well as on data compilation and project supervision.

Stonepark Project (Limerick Region, Ireland)

The Stonepark project comprises 6 PLs covering an area of 183.6 square kilometres. The Company holds a 76.56% interest in TILZ Minerals Ltd. ("TILZ"), the legal entity that holds the licences encompassing the Stonepark project. 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 Statements of Loss and Comprehensive Loss in the Company's Financial Statements. The carrying value ascribed to Arkle's 23.44% interest in TILZ is captured as non-controlling interest in the Financial Statements.

Stonepark hosts three main zones of known mineralization: Stonepark North, Stonepark and Stonepark West, located several kilometres west of Glencore's Pallas Green deposit. These zones of mineralization host 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 on www.sedar.com and 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.

On February 2, 2022, the Company announced the start of drilling at the Stonepark project,

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