INFINITUM COPPER CORP.

(FORMERLY BAYSHORE PETROLEUM CORP.)

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

This Management's Discussion and Analysis ("MD&A") of Infinitum Copper Corp. (formerly Bayshore Petroleum Corp.) ("we", "our", "us", "INFI" or the "Company") has been prepared by management based on available information up to August 18, 2022, and should be read in conjunction with the condensed interim consolidated financial statements and related notes thereto prepared by management for the three and six months ended June 30, 2022. The Company's condensed interim consolidated financial statements have been prepared in accordance with ISA 34 - Interim Financial Reporting of International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards ("IAS") Board. Certain information and notes usually provided in the annual financial statements have been omitted or condensed. Therefore, this MD&A should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2021.

Except as noted, all financial amounts are expressed in Canadian dollars. All references to "$" and "dollars" are to Canadian dollars. Some dollar amounts are rounded to thousands ('000) for discussion purposes.

Additional information of the Company, including our continuous disclosure materials, the audited consolidated financial statements and the MD&A, is available under the Company's profile on SEDAR at www.sedar.comand the Company's website at https://infinitumcopper.com.

The Company's audit committee reviews the condensed interim consolidated financial statements and the MD&A, and recommends approval to the Company's board of directors. This MD&A was approved by the board of directors on August 18, 2022.

The Company was incorporated in Alberta, Canada under the Business Corporations Act on October 16, 2003 under the name of Bayshore Petroleum Corp. ("Bayshore" or "BSH"). Bayshore changed its name to Infinitum Copper Corp. on February 18, 2022 and continued into British Columbia on February 25, 2022. The Company's registered office is located at Suite 1700, Guinness Tower, 1055 West Hastings Street, Vancouver, British Columbia, Canada V6E 2E9.

Infinitum Copper Mining Corp. (formerly Infinitum Copper Corp.) ("Infinitum Copper" or "ICC") was incorporated on April 21, 2020 under the name of Arabian Shield Resources Inc. and changed its name to Infinitum Copper Corp. on March 18, 2021. The Company is domiciled in Canada under the Business Corporations Act (British Columbia). Its registered office is located at Suite

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1700, Guinness Tower, 1055 West Hastings Street, Vancouver, British Columbia, Canada V6E 2E9.

On February 25, 2022, the Company completed the acquisition of ICC pursuant to an amalgamation agreement dated June 25, 2021 (and amended on August 27, 2021, October 25, 2021 and February 2, 2022) (the "Transaction"). Concurrent with the closing of the RTO, ICC became a wholly-owned legal subsidiary of the Company and the Company effected a change in directors, management and business. A complete description of the Transaction is set out in the Company's Filing Statement dated February 11, 2022 as filed on SEDAR.

For accounting purposes, the Transaction constitutes a reverse takeover ("RTO") as the shareholders of ICC acquired control of the consolidated entity upon the completion of the Transaction. ICC is considered the acquiror and continuing entity for accounting purposes, and BSH is the acquired entity. More details of RTO Transactions can be read in Note 3 to the Company's condensed interim consolidated financial statements as at and for the six months ended June 30, 2022.

In connection with the completion of the RTO, the Company's common shares were re-listed on the TSX Venture Exchange ("TSXV") under the new symbol "INFI", effective March 16, 2022.

The Company commenced trading on the OTCQB market on May 31, 2022 under the ticker symbol "INUMF".

The Company holds an option to acquire an 80% interest in the La Adelita project, Sonora State, Mexico from Minaurum Gold Inc. ("MGG") and also holds an option to acquire a 100% interest in the Hot Breccia project in Arizona, USA from Walnut Mines LLC. ("Walnut").

As at the date of this MD&A, the Company had 47,691,703 common shares outstanding, of which 2,051,991 common shares are subject to be cancelled pursuant to an agreement related to the RTO Transaction. The Company also had 9,169,959 warrants, 2,075,000 stock options, 975,000 deferred share units ("DSUs") and 600,000 restricted share units ("RSUs") outstanding for a fully diluted share count of 58,459,671 (excluding 2,051,991 common shares subject to be cancelled).

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Table of Contents

1.

Highlights for the Quarter .......................................................................................................

4

1.1.

Subsequent Events ........................................................................................................

5

2.

Business Overview ..................................................................................................................

5

3.

Mineral Projects and Exploration Updates..............................................................................

6

3.1

La Adelita Project .........................................................................................................

6

3.2

Hot Breccia Project .....................................................................................................

12

3.3

Saudi Arabia Mining Investment License...................................................................

13

3.4

Qualified Person..........................................................................................................

13

4.

Summary of Quarterly Results ..............................................................................................

13

5.

Results of Operation ..............................................................................................................

14

5.1

Operating Result Comparison for the Quarters Ended June 30, 2022 and 2021............

14

5.2

Operating Result Comparison for the Six Months ended June 30, 2022 and 2021........

15

6.

Liquidity and Capital Resources ...........................................................................................

16

6.1

Cash Flows ..................................................................................................................

16

6.2

Capital Resources and Liquidity Risk ..........................................................................

16

7.

Related Party Transactions ....................................................................................................

17

8.

Off -Balance Sheet Arrangements.........................................................................................

18

9.

Significant Accounting Policies ............................................................................................

18

10.

Financial Instruments and Risk Management .......................................................................

18

11.

Internal Controls over Financial Reporting...........................................................................

19

11.1

Changes in Internal Controls over Financial Reporting ................................................

20

12.

Forward Looking Statements ................................................................................................

20

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1. Highlights for the Quarter

La Adelita project

In April 2022, the Company released results from trenching completed at the newly discovered showing at Las Trancas zone at La Adelita project in Sonora and Sinaloa states in Mexico. Trench 2 at Las Trancas zone returned a true thickness of 9.15 metres (m) averaging 16.45 grams per tonne (g/t) gold, 1.90% copper and 3.50 g/t silver. A total of 12 trenches were excavated in the area and revealed many sub-parallel structures within a large fault zone, surrounded by an alteration halo that is at least 200 metres wide extending in a north-south direction.

On-going exploration work including geophysics, trenching and drilling was planned and underway at all three discoveries investigating the size and grade of the new showings.

Diamond drilling with a diamond drill rig was initiated on March 30 and a two-phase,9,000-metre diamond drilling campaign is ongoing. The planned 9,000 metres of drilling will more than double the amount of work completed on the property to date.

Hot Breccia project

On April 19, 2022, the Company entered into an Assignment and Amending Agreement whereby they assumed the rights and obligations of an option agreement to acquire a 100% interest in the Hot Breccia project in exchange for a cash payment of $256,544 (US $203,153) (paid).

To exercise the option agreement, and acquire a 100% interest in the Hot Breccia project, the Company is required to make cash payments in the aggregate of $598,000, issue common shares in the aggregate of 3,125,000 (of which 625,000 of common shares were issued on May 9, 2022), and incur exploration expenditures in the aggregate of $5,500,000, in staged amounts, over a period of five years.

Trading on OTCQB

The Company commenced trading on the OTCQB market on May 31, 2022 under the ticker symbol "INUMF" while the Company continues trading on the TSX Venture Exchange under its existing symbol "INFI". OTCQB listing has expanded the Company's exposure to institutional and retail investors in the United States and enhanced the Company's liquidity and visibility in global capital markets.

Appointment of New CFO

On May 11, 2022, the Company announced an appointment of Melinda Hsu as CFO and Corporate Secretary. Michael Wood, the prior CFO and Corporate Secretary has stepped down to pursue other business opportunities, but will continue to serve as a Director on the Company's board.

Coronavirus ("COVID-19")

Since February 2020, COVID-19 has caused a slowdown in the global economy and volatility in the global financial markets. Field activities at La Adelita were affected by COVID-19 but the Company's strict COVID protocols allowed the Company to limit negative effects and protect the Company from significant interruptions. Continuing rapid spread of COVID-19 may adversely affect the Company's financial position, results of operations and cash flows in future periods.

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1.1. Subsequent Events

Private Placement

On June 27, 2022, the Company announced its intention to raise up to $1,000,000 by way of a non- brokered private placement financing consisting of up to 5,000,000 units (the "Units") at a price of $0.20 per Unit, for gross proceeds of up to $1,000,000 (the "Offering"). Each Unit will consist of one common share of the Company (each, a "Common Share") and one transferable Common Share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder to purchase one additional Common Share for a period of two (2) years from closing at a price of $0.45.

Such private placement was closed on August 5, 2022 with a total of 5,698,953 Units issued for gross proceeds of $1,139,791. In connection with this private placement, the Company paid finders' fee consists of cash fee in the aggregate of $37,100 and an aggregate of 185,500 non- transferable share purchase warrants ("Compensation Warrants"). Each Compensation Warrant entitles the holder to purchase of one Common Share for a period of two (2) years from closing at a price of $0.20.

Shares for Debt Settlement

In August 2022, the Company entered into a share for debt settlement agreement with an arm's length contractor, pursuant to which the Company issued 1,156,770 common shares at a deemed value of $0.20 per share in full satisfaction of drilling expenses of $231,354 (US $180,000).

2. Business Overview

After successfully completing the RTO, the Company has become a mineral exploration company, focused on value creation through the exploration and discovery of properties containing copper mineralization. The Company was founded by, and continues to rely on a core group of experts to guide both property acquisition and exploration. To date, the Company has optioned two projects, La Adelita in Sonora Mexico and Hot Breccia in Arizona USA, that provide the Company with an opportunity for value creation through exploration. A field program is currently underway at the La Adelita project.

Additional mineral projects information and exploration activities can be found in Section 3, below and the Company's website at https://infinitumcopper.com.

For the 2022 fiscal year, the Company continues to monitor its cash very closely and focuses on key objectives to improve shareholder value.

Management's overall expectations for the Company are positive, due in part to the following factors:

  • The Company focusing on its objective to advance exploration at its projects with potential for commercially exploitable deposits of base and precious metals;
  • The Company's exploration team has an exceptional track record of discoveries; and
  • The Company closed its non-brokered private placement financing on August 5, 2022 with gross proceeds of $1,139,791.

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Bayshore Petroleum Corp. published this content on 18 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 August 2022 17:33:08 UTC.