Mega Uranium : Second Quarter Reports – March 31, 2024 Management’s Discussion & Analysis

MEGA URANIUM LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024

MEGA URANIUM LTD.

Management's Discussion and Analysis Three and Six Months Ended March 31, 2024 Discussion Dated: May 13, 2024

(All amounts in thousands of Canadian dollars, except for securities and per share amounts)

Introduction

This management's discussion and analysis of the financial condition and results of operation ("MD&A") of Mega Uranium Ltd. ("Mega" or the "Company") should be read in conjunction with Mega's unaudited condensed interim consolidated financial statements ("interim consolidated statements") and notes thereto as at and for the three and six months ended March 31, 2024. The same accounting policies and methods of computation were followed in the preparation of the interim consolidated statements as were followed in the preparation and described in note 3 of the annual consolidated financial statements as at and for the year ended September 30, 2023.

Except as otherwise indicated, all financial data in this MD&A have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

All dollar amounts in this MD&A are reported in thousands of Canadian dollars, except for securities and per share amounts.

Caution Regarding Forward-Looking Information

Certain information contained in this MD&A constitutes forward-looking information, which is information relating to future events or the Company's future performance and which is inherently uncertain. All information other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar words or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook. Forward-looking information contained in this MD&A includes, but is not limited to the Company's expectations regarding its portfolio investment strategy, including the time horizon for holding positions and milestones for dispositions, the Company's exploration and development activities, including expectations regarding drilling and other activities conducted to advance properties and associated expenditures, receipt of regulatory and governmental approvals, the Company's future operating costs and working capital requirements, including its ability to satisfy such requirements through dispositions of securities or other means and the anticipated timing of dispositions of securities, the exposure of its financial instruments to various risks and its ability to manage those risks, the Company's ability to use tax resource pools and loss carry-forwards, fees to be incurred by foreign subsidiaries and changes in accounting policies.

Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The Company believes the expectations reflected in the forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and readers are cautioned not to place undue reliance on forward-looking information contained in this MD&A. Some of the risks and other factors which could cause results to differ materially from those expressed in the forward-looking information contained in this MD&A include, but are not limited to: risks relating to uranium exploration activities generally, including the availability and cost of geophysical, drilling and other equipment; uncertainties associated with the uranium industry, including supply and demand fundamentals, our ability to complete our capital programs; geological, technical, drilling and processing problems, including the availability of equipment and access to properties; our ability to secure adequate transportation for our products; potential losses which would stem from any disruptions in production, including work stoppages or other labour difficulties, or disruptions in the transportation network on which we are reliant; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; our ability and the ability of our partners to attract and retain the necessary labour required to explore and

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MEGA URANIUM LTD.

Management's Discussion and Analysis Three and Six Months Ended March 31, 2024 Discussion Dated: May 13, 2024

(All amounts in thousands of Canadian dollars, except for securities and per share amounts)

develop our projects; potential conflicting interests with our joint venture partners; our failure or the failure of the holder(s) of licenses or leases to meet specific requirements of such licenses or leases; the failure by counterparties to make payments or perform their operational or other obligations in compliance with the terms of contractual arrangements between us and such counterparties; adverse claims made in respect of our properties or assets; operating hazards and other difficulties inherent in the exploration for and production and sale of uranium; political and economic conditions in the countries in which our property interests are located; obtaining the necessary financing for operations, and unanticipated costs or increased costs incurred to run the operations, our ability to generate taxable income from operations, fluctuations in the value of our portfolio investments due to market conditions and/or company-specific factors, fluctuations in prices of commodities underlying our interests and portfolio investments, unexpected working capital requirements (whether as to timing or quantum) which could require untimely investment dispositions, and other risks included elsewhere in this MD&A under the heading "Risks" and in the Company's public disclosure documents filed with certain Canadian securities regulatory authorities and available under the Company's profile at www.sedarplus.ca.

Readers are cautioned that the foregoing lists of factors are not exhaustive. Although the Company has attempted to identify important factors that could cause actual events and results to differ materially from those described in the forward-looking information, there may be other factors that cause events or results to differ from those intended, anticipated or estimated. The forward-looking information contained in this MD&A are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as otherwise required by law. All of the forward-looking information contained in this MD&A is expressly qualified by this cautionary statement.

Nature of the Business

Mega was incorporated in 1990 under the laws of the Province of Ontario and its shares are publicly traded on the Toronto Stock Exchange (the "TSX") under the symbol "MGA". The Company is domiciled in the Province of Ontario, Canada and its registered office address is located at 217 Queen Street West, Suite 401, Toronto, Ontario, Canada, M5V 0R2.

Mega has a uranium resource project and interests in exploration properties in Australia and equity investments in uranium-focused public companies.

Mega has not yet determined whether its resource property contains reserves that are economically recoverable. The recoverability of the amounts shown for mineral properties and related expenditures is dependent upon various factors, including: the future selling price of uranium; the existence of economically recoverable reserves; the ability of the Company to obtain the necessary financing to complete exploration and development; government permitting policies and regulations; and future profitable production or proceeds from property disposition.

In addition to the Company's own exploration activities, Mega participates indirectly in the uranium sector through its securities holdings in other companies, including its significant long-term investment in NexGen Energy Ltd. ("NexGen") (TSX:NXE), its equity investment in Toro Energy Limited ("Toro") (ASX:TOE), and marketable securities of other uranium-focused issuers, including Uranium Royalty Corporation (TSXV:URC) and IsoEnergy Ltd. ("ISO")(TSXV:ISO). The Company classifies its investments in each of the foregoing three categories in accordance with IFRS based on various factors, including Mega's percentage interest in and ability to otherwise influence the entity and the Company's trading intentions. The classifications are discussed in the notes to the Company's audited September 30, 2023 consolidated financial statements. Additional information about our investment portfolio is provided elsewhere in this MD&A, including in the section entitled "Investment Portfolio".

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MEGA URANIUM LTD.

Management's Discussion and Analysis Three and Six Months Ended March 31, 2024 Discussion Dated: May 13, 2024

(All amounts in thousands of Canadian dollars, except for securities and per share amounts)

Investment Strategies and Oversight

We generally acquire and hold investments with a medium to long term view, on the basis of perceived value and growth opportunities and the ability of management teams to effectively execute business plans. We manage our investment portfolio in-house, relying upon the broad industry knowledge and expertise of management to identify and evaluate investment opportunities and monitor the investee companies on an on-going basis. Investment performance is monitored via available market data (including continuous disclosure made by the investees that are public companies) and contact with investee management. Monitoring may also include involvement on the board of directors of an investee, where the size of the investment or other factors so warrant. For example, we currently have representation on the boards of NexGen, our principal holding by fair value and Toro, one of our longest-held investments.

Our exit strategies include mergers or the achievement of other significant milestones for our investee companies, but may also involve otherwise timely dispositions of the securities in the secondary market, if and when warranted, and receipt of third-party bids for the securities which are beneficial to us, in the circumstances.

Notwithstanding the foregoing, we may pursue a particular investment or series of investments that may diverge from these strategies from time to time, where suitable opportunities present themselves.

Operational Highlights

• During the six months ended March 31, 2024, the Company issued 3,750,000 common shares for gross proceeds of $417 upon the exercise of stock options by participants under Mega's stock option plan.
• In December 2023, Mega received an aggregate of 400,000 common shares of Consolidated Uranium Inc. ("CUR") in satisfaction of an $800 contingent payment that CUR became obligated to pay in accordance with the terms of its purchase of Mega's Ben Lomond uranium property. The payment was contingent on the monthly average spot price of uranium reaching US$75.
• On January 2, 2024, the Company granted 1,675,000 stock options to employees, directors and officers of the Company at an exercise price of $0.41 per share. These stock options vest in three- month intervals over an 18-month period from the date of grant. 1,375,000 of these stock options expire on January 1, 2029 and the remaining 300,000 stock options expire on March 26, 2026.
• On March 1, 2024, the Company granted 1,375,000 stock options to employees, directors, officers and consultants of the Company at an exercise price of $0.38 per share. These stock options vest in three- month intervals over an 18- month period from the date of grant and have a term of five years.

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MEGA URANIUM LTD.

Management's Discussion and Analysis Three and Six Months Ended March 31, 2024 Discussion Dated: May 13, 2024

(All amounts in thousands of Canadian dollars, except for securities and per share amounts)

Overall Performance

As at March 31, 2024, the Company had a working capital surplus of $13,959 as compared to a working capital surplus of $15,851 as at September 30, 2023. The decrease in working capital surplus is attributable to the increase in due to broker offset by the increase in marketable securities during the period ended March 31, 2024.

The value of Mega's investment portfolio fluctuated over the period, driven primarily by changes in the price of uranium and industry sentiment, with an approximately 29% increase in our NexGen holdings to $204,696 at period-end.

Mineral Properties

Details of the exploration and evaluation expenditures on the Company's mineral properties for the six months ended March 31, 2024 are provided below:

	Redport Properties	Georgetown
	Properties	Total
Six Months Ended March 31, 2024	(Western Australia)
Consulting - geology and environmental	$119	$134	$253
Land licenses	33	nil	33
Miscellaneous	nil	2	2
Stock-based compensation	59	nil	59
	$211	$136	$347

• None of Mega's properties are in production.

The proposed plans for Mega's properties for its current fiscal year are provided below:

Plans

Planned

Expenditures

Project/Property

Brief

for

Expenditure for

Incurred for

Name

Description

Project

Fiscal 2024

Fiscal 2024

Geological interpretation

Georgetown

Uranium rights in the

studies, conductors and

(including the

basement studies.

$300

$136

Georgetown area of

Maureen uranium

Testing of geophysical

Queensland, Australia.

resource)

targets and expand on

Getty studies

Redport

Gold properties in

Geological studies

$150

$152

Western Australia

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MEGA URANIUM LTD.

Management's Discussion and Analysis Three and Six Months Ended March 31, 2024 Discussion Dated: May 13, 2024

(All amounts in thousands of Canadian dollars, except for securities and per share amounts)

Quarterly information

A summary of selected financial information of Mega for the eight most recently completed quarters is provided below:

		Total			Working			Net Income or (Loss)
		Revenue			capital surplus			Total
						Per Share
Three Months Ended		($)			($)			($)	($)
March 31, 2024		nil	13,959		306	0.00
December 31, 2023		nil	13,198		(3,004)	(0.01)
September 30, 2023		nil	15,851		8,784	0.02
June 30, 2023		nil	11,208		1,163	0.00
March 31, 2023		nil	12,185		(4,473)	(0.01)
December 31, 2022		nil	14,376		(1,053)	(0.00)
September 30, 2022		nil	16,866		2,840	0.01
June 30, 2022		nil	13,806		(14,160)	(0.04)

The Company is an exploration and development stage mineral resources company, with an investment portfolio comprised of uranium-focused companies. Issues of seasonality have not had an impact on our results or operations, however, commodity market fluctuations, and fluctuations in the price of uranium, in particular, have impacted the value of our investments, our exploration activities and our ability to grow through acquisition, and may continue to do so in the future. Over the past eight quarters, variations in the quarterly net income (loss) were caused by fluctuations in gains/losses on disposal of marketable securities and long- term investment, income/(loss) from equity investment, exploration and evaluation expenditures and general and administrative expense. Financial income (loss) varies from quarter-to-quarter due primarily to changes in the fair value of the Company's investments in marketable securities, which give rise to unrealized gains/losses. Stock-based compensation expense varies from quarter-to-quarter depending on the number of stock options granted in a quarter, their vesting periods, and the inputs, including assumptions used in the Black-Scholes Option Pricing Model, which is used to calculate the fair value of the stock options.

Results of operations

For the three months ended March 31, 2024, compared with the three months ended March 31, 2023

For the three months ended March 31, 2024, the Company's net income was $306 compared to net loss of $4,473 for the three months ended March 31, 2023. The increase in net income of $4,779 is primarily attributable to the following:

• An increase of $2,162 in unrealized gain on marketable securities resulting from the higher aggregate fair value of the securities during the three months ended March 31, 2024 compared to the three months ended March 31, 2023.
• Deferred tax recovery for the three months ended March 31, 2024 was $254 compared to a deferred tax expense of $2,039 for the three months ended March 31, 2023. The prior year's deferred tax expense was higher due to the recognition of previously unrecognized deferred tax assets in the 2023 period. In the 2024 period the Company did not have any unrecognized deferred tax assets to offset the gain on the NexGen shares.

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MEGA URANIUM LTD.

Management's Discussion and Analysis Three and Six Months Ended March 31, 2024 Discussion Dated: May 13, 2024

(All amounts in thousands of Canadian dollars, except for securities and per share amounts)

A breakdown of general and administrative expenses for the three months ended March 31, 2024 and 2023 is provided below.

	2024	2023	Variance
Three Months Ended March 31,	($)	($)	($)
Professional fees	24	17	7
Consulting and directors' fees	236	239	(3)
Shareholder relations and communications	5	2	3
Transfer agent and filing fees (a)	98	77	21
Travel and promotion (b)	68	38	30
Salaries and office administration (c)	119	197	(78)
Stock-based compensation	260	259	1
Amortization	26	23	3
	836	852	(16)

1. Transfer agent and filing fees increased by $21 during the three months ended March 31, 2024 compared to the three months ended March 31, 2023, the difference being attributable to the timing of expenses.
2. Salaries and office administration decreased by $78 during the three months ended March 31, 2024 compared to the three months ended March 31, 2023, the decrease being attributable to the timing of expenses.
3. Travel and promotion increased by $30 during the three months ended March 31, 2024 compared to the three months ended March 31, 2023, the difference being attributable to the timing of expenses.

For the six months ended March 31, 2024, compared with the six months ended March 31, 2023

For the six months ended March 31, 2024, the Company's net loss was $2,698 compared to net loss of $5,526 for the six months ended March 31, 2023. The decrease in net loss of $2,828 is primarily attributable to the following:

• A decrease of $1,423 in unrealized loss on marketable securities resulting from the higher aggregate fair value of the securities during the six months ended March 31, 2024 compared to the six months ended March 31, 2023.
• During the six months ended March 31, 2024, other income increased by $1,287 compared to the 2023 comparable period. This increase was primarily from the contingent payment of $800 received from CUR in connection with the prior sale of its interest in the Ben Lomond uranium property and dividend income of $354 received from CUR.
• Deferred tax recovery for the six months ended March 31, 2024 was $406 compared to a deferred tax recovery of $387 for the six months ended March 31, 2023. The prior year's deferred tax recovery is due to the recognition of previously unrecognized deferred tax assets in the 2023 period. In the 2024 period the Company did not have any unrecognized deferred tax assets to offset the gain on the NexGen shares.

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MEGA URANIUM LTD.

Management's Discussion and Analysis Three and Six Months Ended March 31, 2024 Discussion Dated: May 13, 2024

(All amounts in thousands of Canadian dollars, except for securities and per share amounts)

A breakdown of general and administrative expenses for the six months ended March 31, 2024 and 2023 is provided below.

	2024	2023	Variance
Six Months Ended March 31,	($)	($)	($)
Professional fees	49	37	12
Consulting and directors' fees (a)	846	696	150
Shareholder relations and communications	10	26	(16)
Transfer agent and filing fees	125	110	15
Travel and promotion	115	76	39
Salaries and office administration (b)	235	397	(162)
Stock-based compensation (c)	428	561	(133)
Amortization	53	40	13
	1,861	1,943	(82)

1. Consulting and directors' fees increased by $150 during the six months ended March 31, 2024 compared to the six months ended December 31, 2022, the difference being attributable to an increase in the aggregate annual bonuses for senior management.
2. Salaries and office administration decreased by $162 during the six months ended March 31, 2024 compared to the six months ended March 31, 2023, the decrease being attributable to the timing of expenses.
3. Stock-basedcompensation expense decreased by $133 for the six months ended March 31, 2024 over the 2023 period. Stock-based compensation expense will vary from period to period depending upon the number of options granted and vested during a period and the fair value of the options calculated as at the grant date.

Liquidity and Capital Resources

The Company does not generate operating revenues from its mining operations. It finances its mining and discretionary investment activities through proceeds from private placements of its securities, margin borrowings, the exercise of its stock options by holders and dispositions of investments.

There is no assurance that future equity capital will be available to the Company in the amounts or at the times desired by the Company or on terms that are acceptable to it, if at all. Furthermore, as of March 31, 2024, the Company had 34,765,003 options outstanding, which would raise $7,933, if exercised in full by the holders, however such exercises are outside of Mega's control and dependent upon various factors, including the future trading prices of the underlying common shares, which cannot be predicted. Accordingly, Mega cannot rely on the availability of these sources of funds with any degree of certainty.

Absent the foregoing funding sources, the Company utilizes its existing cash reserves or proceeds from investment dispositions to maintain its capacity to meet ongoing operating activities. As at March 31, 2024, the Company had cash and cash equivalents of $616 and amounts payable and other liabilities of $1,987. As of March 31, 2024, the Company does not have sufficient cash and cash equivalents to settle its liabilities. Approximately $1,596 of the amounts payable and other liabilities is due to related parties, the majority of which is owed to a payee who has agreed to defer payment.

As at March 31, 2024, the Company had amounts due to brokers of $17,213 as compared to $8,624 as at September 30, 2023. Due to brokers consists of margin borrowings collateralized by the Company's

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MEGA URANIUM LTD.

Management's Discussion and Analysis Three and Six Months Ended March 31, 2024 Discussion Dated: May 13, 2024

(All amounts in thousands of Canadian dollars, except for securities and per share amounts)

investments held at the broker, plus accrued interest. In the normal course of business, the Company utilizes the margin borrowings primarily to finance its investment activities. Interest is calculated on the daily outstanding balance, compounded monthly, at the broker's applicable designated rate in effect from time to time, depending on the amount of margin borrowing outstanding at that time. An interest rate of 8.2% was applied to the Company's margin borrowing during the reporting period. As at March 31, 2024, under Mega's current arrangement with its broker, the Company had a maximum amount of available margin of $18 million.

During the six months ended March 31, 2024, the Company used $383 of cash on its operations. During the six months ended March 31, 2024, receivables and prepaid expenses decreased by $30, amounts payable and other liabilities increased by $606 and due to broker increased by $8,589.

For the six months ended March 31, 2024, the Company received proceeds of $416 from the exercise of stock options previously issued by Mega offset by net lease payments of $60.

As at March 31, 2024, the Company's marketable securities and long-term investment in NexGen shares were valued at $32,349 and $204,696, respectively. The Company can choose to sell investments to generate funds required to settle its obligations as they arise. Management intends to hold the Company's marketable securities and long-term investments until it becomes advantageous to sell the investments or as working capital needs warrant disposition.

The Company's use of cash is currently and is expected to continue to be focused on two principal areas - the funding of its general and administrative expenditures and its investment activities. Investing activities include the cash components of the cost of acquiring and exploring the Company's mineral properties. For the twelve-month period ending September 30, 2024, corporate head office costs are estimated to average $450 per quarter for salaries, office administration, consulting fees, travel and promotion, professional fees and reporting issuer costs.

The Company has material commitments and obligations for cash resources set out below (which exclude discretionary acquisition and exploration expenses pursuant to various agreements). Failure to meet exploration obligations could lead to termination/dilution of the Company's underlying interests.

		Up to 1	1 - 3	4 - 5	After 5
Contractual Obligations	Total	year	years	years	years
	($)	($)	($)	($)	($)
Amounts payable and other liabilities	1,987	1,987	nil	nil	nil
Due to broker	17,213	17,213	nil	nil	nil
Lease liabilities	460	120	240	100	nil
Obligations on mineral properties (a)	1,985	397	794	794	nil
	21,645	19,717	1,034	894	nil

1. Obligations on mineral properties pertain to minimum expenditures required to be incurred to maintain those claims/tenements in Australia.
2. The Company is subject to management contracts with certain executive officers that provide for payments under circumstances involving a change of control of Mega or termination of the officer's services. As at March 31, 2024, these contracts require that additional payments of approximately $2,312 be made upon the occurrence of a change of control. The minimum commitment upon termination of these contracts is approximately $1,124. A bonus would also become payable to the

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MEGA URANIUM LTD.

Management's Discussion and Analysis Three and Six Months Ended March 31, 2024 Discussion Dated: May 13, 2024

(All amounts in thousands of Canadian dollars, except for securities and per share amounts)

Chief Executive Officer in these circumstances (see (c) below). As a triggering event has not taken place, the contingent payments have not been reflected in the consolidated statements.

1. The Company's Chief Executive Officer's compensation package includes a discretionary bonus that is dependent upon the excess of cash proceeds on disposition of the original NexGen investment net of acquisition and disposition costs and taxes. The entitlement is payable at the discretion of the board of directors up to a maximum amount equal to 5% of the net cash proceeds, provided that if a change of control of the Company or termination of the Chief Executive Officer's services occurs, a 5% bonus will be payable based upon the deemed net proceeds of the investment applicable at the time. Fifty percent of the bonus may be settled in common shares of the Company (also at the discretion of the board and subject to regulatory approval).

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of Mega.

Outstanding Share Data

The number of common shares of the Company outstanding and the number of common shares issuable pursuant to other outstanding securities of Mega as at May 13, 2024 are as follows:

Securities	As at May 13, 2024
Common shares outstanding	367,855,636
Issuable under options	33,645,003
Total securities	401,500,639

Contractual Obligations

Refer to the commitment table under the section "Liquidity and Capital Resources" above for details regarding the Company's contractual obligations as at March 31, 2024.

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