Inflection Resources : MD&A December 31 2021

INFLECTION RESOURCES LTD.

An exploration stage company

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2021

The Management's Discussion of Financial Condition and Results of Operations (the "MD&A"), dated March 1 2022, provides an analysis of, and should be read in conjunction with the accompanying condensed interim consolidated financial statements and related notes thereto for the three month periods ended December 31, 2021 and 2020 (the "Interim Financial Statements"), and other corporate filings available under the Company's profile on SEDAR at www.sedar.com,including the consolidated financial statements for the year ended September 30, 2021 (the "AFS").

Financial statement information presented herein was prepared using accounting policies in compliance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board. Inflection's reporting currency is the Canadian dollar ("$"), and all amounts in this MD&A are expressed in Canadian dollars, unless otherwise stated. Amounts in Australian dollars are expressed as "AUD". As at December 31, 2021, the indicative rate of exchange, per $1.00 as published by the Bank of Canada, was AUD 1.0864 (AUD 1.0915 at December 31, 2020). Amounts in United States dollars are expressed as "USD".

NOTES REGARDING FORWARD LOOKING STATEMENTS

Certain information contained or incorporated by reference in this MD&A, including any information as to our future financial or operating performance, constitutes "forward-looking statements". These statements are intended to provide investors with a reasonable basis for assessing the financial performance of the Company as well an indication of the Company's potential future performance. All statements, other than statements of historical fact, are forward-looking statements. The words "believe", "expect", "anticipate", "contemplate", "target", "plan", "intends", "continue", "budget", "estimate", "may", "will", "schedule" and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us, are inherently subject to significant business, economic and competitive risks, uncertainties, and contingencies. Such factors include, but are not limited to: fluctuations in the currency markets; fluctuations in the spot and forward price of gold or other commodities; changes in national and local government legislation, taxation, controls, regulations and political or economic developments in Australia, Canada and in other countries; business opportunities that may be presented to, or pursued by, us; operating or technical difficulties in connection with mining or development activities; employee relations; litigation; the speculative nature of exploration and development, including the risks of obtaining necessary licenses and permits; and contests over title to properties, particularly title to undeveloped properties. In addition, there are risks and hazards associated with the business of exploration, development and mining, including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and the risk of inadequate insurance, or inability to obtain insurance, to cover these risks. Many of these uncertainties and contingencies can affect our actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, us. Readers are cautioned that forward-looking statements are not guarantees of future performance, and they should not place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. These statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by the forward-looking statements; accordingly, readers are advised to consider such forward-looking statements in light of the risks as set forth below.

All of the forward-looking statements made in this MD&A are qualified by these cautionary statements, and we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by applicable laws.

Furthermore, the Company continually seeks to minimize its exposure to business risks, but by the nature of its business, activities, and size, will always have some risk. These risks are not always quantifiable due to their uncertain nature. Should one or more of these risks and uncertainties, or those described in this MD&A under the heading "Risks and Uncertainties" materialize, or should underlying assumptions prove incorrect, then actual results may vary materially from those described in forward-looking statements.

USE OF TERMS

Except as otherwise indicated by the context and for the purposes of this report only, references in this MD&A to "we," "us," "our" or "the Company", refer to Inflection Resources Ltd. (the "Company", or "Inflection"), a British Columbia corporation.

OVERVIEW

Inflection is a junior resource company engaged in the exploration and evaluation of mineral properties for gold and copper in New South Wales and Queensland, Australia.

The Company was incorporated under the Business Corporations Act (British Columbia) on May 9, 2017 and is currently a reporting issuer in British Columbia, Alberta, and Ontario. The Company's common shares (the "Common Shares") trade on the Canadian Securities Exchange (the "CSE") under the symbol "AUCU", and on the OTCQB under symbol "AUCUF".

The Interim Financial Statements include the accounts of the Company and its 100% wholly owned subsidiaries in Australia: Australian Consolidated Gold Holdings Pty Ltd ACN 619 975 405 ("ACGH"), ACGH

1. Pty Ltd ACN 623 704 898 ("ACGHII"), and Romardo Copper (NSW) Pty Ltd ACN 605 976 565 ("Romardo Copper"). Inter-company balances and transactions are eliminated on consolidation.

Mineral Properties

The Company's mineral property interests encompass a large portfolio of exploration licenses and applications in New South Wales, and Queensland Australia.

Expenditures directly attributable to the acquisition of mineral property interests have been capitalized; staking costs, related land claims fees paid, and ongoing exploration expenditures, have also been capitalized. Exploration grants awarded are applied against the carrying value of the particular mineral property. Details of exploration and evaluation expenditures incurred by the Company at its mineral property interests are summarized in this MD&A under heading "Selected Financial Information - Financial position - Assets".

The Company holds interests in, and has been actively working on, the following mineral resource projects:

a) Northern New South Wales Project

The Northern New South Wales ("NNSW") project is the Company's principal property, and as of the date of this MD&A consists of twenty-four 100% owned non-surveyednon-contiguous exploration licenses ("EL") and EL applications located in the Lachlan Fold Belt region of New South Wales, Australia (the "LFB"). Eleven of the ELs were acquired in 2018 (the "Acquired NNSW licenses"); a further two ELs (the "Romardo Licenses") were acquired pursuant to the acquisition of Romardo Copper which closed on February 11, 2020 (the "Romardo Acquisition"). All other ELs and EL applications were staked by the Company directly.

Inflection is the largest landholder in the Macquarie Arc holding ELs and EL applications covering more than 700,000 hectares. The Company is targeting gold and copper-gold deposits in the interpreted northern extension of the Macquarie Arc, part of the LFB in New South Wales. The Macquarie Arc is considered Australia's premier porphyry gold-copper province, host to Newcrest Mining's Cadia Valley deposits, the CMOC-Northparkes deposits and Evolution Mining's Cowal deposits, and numerous active exploration prospects. This interpreted extension of the Macquarie Arc is covered by post-mineral sediments masking the underlying favorable Paleozoic volcanic rocks.

The initial drill program on the NNSW Project began in July 2020; drilling and fieldwork continued through 2021, most recently announcing results from nine holes into the Trangie, Nine Mile, Fairholme and Myallmundi targets. As of the date of this MD&A, the Company has completed 61 holes totalling 13,206 metres since the commencement of Inflection's drill program at the property. The strong alteration and zones of disseminated sulphides encountered in multiple targets drilled to-date gives the Company further confidence in our ongoing exploration strategy.

Drilling at the NNSW Project is currently paused to reduce production delays relating to a challenging period of extended wet weather which has generally impacted eastern Australia, and has impeded drill rig access onto several priority drill sites. First-pass drill holes are planned for the remaining untested targets as well as completing follow-up holes at Trangie, Myallmundi, Melmiland, Fairholme, Marra, Maringo, and Macquarie, as which initial drilling intercepted favourable alteration and geochemistry.

A MIMDAS geophysical survey (chargeability, resistivity and conductivity) is underway at the Trangie target intended to aid with the vectoring of additional and potentially deeper drill holes.

There is a 2% net smelter return royalty ("NSR") on the Acquired NNSW licenses from any future production on the NNSW project, of which the Company may purchase 1% for AUD 3,000,000 at any time. The Romardo Licenses are subject to a 2% NSR of which the Company may purchase 1% for AUD 2,000,000 at any time, and the Company has the right of first refusal to purchase any royalty interest offered for sale by consideration payable in cash.

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In addition, the Company has the following contingent payments payable at its discretion upon attainment of certain milestones relating to the Romardo Licenses:

1. AUD 500,000 payable in cash or Common Shares upon completion of a pre-feasibility study.
2. AUD 2,000,000 payable in cash or Common Shares upon completion of a feasibility study.
3. AUD 6,000,000 payable upon the Company's decision to commence construction of a commercial mine.

With effect beginning September 2020, Inflection was awarded three grants from the Government of NSW's New Frontiers Cooperative Drilling Program (the "NFCDP Grants"). As at December 31, 2021, the aggregate value of available funding under the NFCDP Grants was AUD 90,024. Receipt of NFCDP grant funds is through reimbursement of eligible expenditures; specifically, 50% of the first-pass direct drilling costs on specified NNSW project licenses: Blackwater, and Brewarrina. This program is managed by the Geological Survey of NSW and is part of the NSW Mineral Strategy commitment to promote investment in mining and exploration. The New Frontiers Cooperative Drilling program provides grants to successful applicants for exploration drilling programs that demonstrate strong prospectivity, sound financial planning and a proven technical base. The Company had recovered AUD 40,309 ($38,312) pursuant to the NFCDP Grants during the year ended September 30, 2021; reducing the carrying value of the NNSW Project. There was no additional amount recovered in the three-months ended December 31, 2021. The amount received reduced the carrying value of the Northern New South Wales Project. The Company's Australian subsidiary, was awarded two additional drilling grants (in aggregate, up to AUD 141,120 NFCDP Grants), subsequent to period end.

The Company expects confirmation of additional grant funding eligibility in the near term.

b) Carron Project

Located approximately 400 kilometres west of Cairns in Northern Queensland, the Carron gold project ("Carron") comprises approximately 30 kilometres of untested northwest trending structures with a large number of high-priority drill targets along strike from the historic Croydon Goldfields.

The Company's interest in Carron is held through a farm-in agreement (the "Farm-in Agreement") with Oakland Gold Pty Ltd. (the "Optionor"). The Farm-in Agreement, as amended, provides the Company with an option to earn up to a 100% interest in the property.

The Company earned an initial 50% interest (the "Initial Earn-in") in the Carron Project further to an amending agreement, dated November 22, 2019 (the "Initial Earn-in Date"), whereby the Company and the Optionor agreed to recognize i) expenditures incurred as of September 30, 2019 of AUD 297,172 (plus GST of AUD 16,293), including the completion of an airborne magnetics survey, and (ii) the reimbursement to the Optionor of an amount of AUD 50,000 for costs incurred by the Optionor, as satisfying the Initial Earn-in.

The Farm-In Agreement also provides for incremental farm-in levels by incurring additional expenditures at the discretion of the Company, as follows:

1. The Company may earn a further 20% interest to bring its participation interest to 70% if it elects within three years of the Initial Earn-in Date to incur a further AUD 1,000,000 in mineral exploration expenditures, with a substantial portion being the cost of drilling (the "Stage 2 Earn-in").
   Through December 31, 2021, the Company continued to incur expenditures toward the Stage 2 Earn- in All expenses recognized are those incurred by the Company.
2. Following the Stage 2 Earn-in, the Company may elect at its sole discretion to complete a further earn- in (the "Stage 3 Earn-in"), as either:
3. 1. Acquire a further 30% interest to bring its interest to 100% by issuing a number of Common Shares to the Optionor based on a formula determined by an independent valuator; or
   2. Acquire a further 20% interest to bring its participation interest to 90% by completing a feasibility study. Where the Company achieves a Stage 3 Earn-in to a 90% interest, the Company shall enter into a royalty agreement with the Optionor.

Within 60 days of the Stage 3 Earn-in Date, the Optionor may elect to contribute to expenditures in proportion to its 10% participating interest in a bankable feasibility study, and if the Optionor does not make such election, then its 10% interest shall be converted into a 2% NSR.

At Carron, Inflection has identified a series untested orogenic vein and intrusion related targets northwest of and on trend from the Croydon Goldfields, one of Queensland's significant historical gold mining districts.

On September 4, 2020, the Company received approval for a drilling grant in the value of up to AUD 72,000 from the State of Queensland to be applied towards the drill program (the "QLD Grant"). Shortly thereafter,

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the Company initiated a first-pass drill program at Carron designed to test one orogenic lode gold, and one intrusion related copper-gold target developed along trend from the historic Croydon Gold camp. These targets are covered by post-mineral sedimentary cover, masking the potentially prospective geology. None of the Carron targets developed by the Company had previously been drill tested. The Company recovered the full AUD 72,000 ($68,432) in grant funding in the year ended September 30, 2021.

The Company resumed drilling at Carron in November 2021, completing 2 drill holes before having to pause in light of inclement weather. The exploration program contemplates targeting high-grade, orogenic, gold- bearing quartz veins geologically analogous to the adjacent Croydon Goldfields in Northern Queensland. Twenty-five drill targets have been defined, with drilling planned to initially test the highest priority targets. Drilling is expected to continue when weather and ground conditions improve.

c) Artificial Intelligence Project

The "AI Project" is in the southern part of the Macquarie Arc in New South Wales. The Company assumed an interest in the AI Project pursuant to the Lachlan Fold Belt Exploration Alliance Agreement (the "Alliance Agreement"), as amended, for which the Company paid USD 60,000 in cash and agreed to incur at least USD 250,000 in exploration expenditures within the area covered by the proprietary data (incurred).

During the year ended September 30, 2020, the Company relinquished rights to four of the five exploration licenses further to a decision not to continue with exploration thereon, resulting in a write-down in that year of $69,044. During the year ended September 30, 2021, the Company determined to abandon the one remaining exploration license; resulting in the write-off of the remaining carrying value of the AI Project.

Although there were no further expenditures on the AI Project through the three-month period ended December 31, 2021, certain provisions of the Alliance Agreement remain in good standing, including particularly the Company's right, through until May 1, 2023, to acquire an interest in a mineral property within the area covered by the proprietary data by paying a 5% fee on all quarterly exploration expenditures incurred on the specified property; payable at the Company's election in either cash or Common Shares. After May 1, 2023, the Company may acquire an interest in a mineral property within the area covered by the proprietary data with no further compensation to the Licensor.

SELECTED FINANCIAL INFORMATION

Management is responsible for, and the Board approved, the Interim Financial Statements. Except as noted, the Company followed the significant accounting policies presented in Note 3 - Significant Accounting Policies, contained in the AFS consistently throughout all periods summarized in this MD&A.

The Company operates in one segment - the exploration of mineral property interests. The Company has two geographic segments - the exploration activities occur in Australia, while head office, finance, marketing and administration activities occur in Canada. Management has determined that the parent entity and each of the Australian subsidiaries have a Canadian dollar functional currency.

The following table and discussion provide selected financial information from, and should be read in conjunction with, the Interim Financial Statements.

		Three months ended December 31,
		2021		2020		2019
Total revenue	$	-	$	-	$	-
Loss before income taxes	$	293,013	$	365,170	$	101,010
Tax	$	-	$	-	$	-
Net loss and comprehensive loss for the period	$	293,013	$	365,170	$	101,010
Loss per share, basic & diluted	$	0.00	$	0.01	$	0.00
Total assets	$	9,641,204	$	7,251,384	$	7,580,731
Total non-current liabilities	$	-	$	-	$	-
Cash dividend declared per common share	$	-	$	-	$	-

Because the Company is in the exploration stage, it did not earn any significant revenue, and will not for the foreseeable future. Following the Company's initial public offering (the "IPO") in July 2020, strategic efforts and expenditures became focused on exploration activities resulting in an increase in cash outflows. The loss and comprehensive loss in each year illustrates the ramp of activity before and, more significantly, after the IPO.

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