QUEENSLAND GOLD HILLS CORP.

(FORMERLY MINFOCUS EXPLORATION CORP.)

MANAGEMENT DISCUSSION AND ANALYSIS

For the Nine Months Ended November 30, 2021

Report date: January 25, 2022

This Management Discussion and Analysis ("MD&A") of financial position and results of operation is prepared as at January 25, 2022 and should be read in conjunction with the condensed interim consolidated financial statements for the nine months ended November 30, 2021 for Queensland Gold Hills Corp. (formerly, Minfocus Exploration Corp.) (the "Company").

The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"). Except as otherwise disclosed, all dollar figures included therein and in the following MD&A are quoted in Canadian dollars. Additional information is provided in the Company's financial statements and other documents. These documents are available from SEDAR at www.sedar.com.

The Company's disclosure of a technical or scientific nature have been reviewed by D. Blair Way, FAusIMM, the CEO and a director of the Company and a Qualified Person under the definition of National Instrument 43-101.

The Company is a mineral exploration company focused on gold exploration in the historic goldfields of Queensland, Australia. The Company is a reporting issuer in British Columbia, Alberta and Ontario and trades on the TSX Venture Exchange ("TSX-V") under the symbol OZAU and on the Frankfurt Exchange under the symbol MB3. The head office and principal business address of the Company is Suite 440 - 755 Burrard Street, Vancouver, BC V6Z1X6.

Highlights for the Nine Months Ended November 30, 2021

Acquisition of Majority Interest in Big Hill Gold Mining Company Pty Ltd.

On September 3, 2021, the Company signed a definitive Share Sale Agreement (the "Agreement") with Mining Projects Accelerator Pty Ltd. ACN 629 011 196 ("MPX"), a private Australian company, pursuant to which the Company would acquire MPX's ownership of 80% of the outstanding common shares (each, a "Big Hill Share") of Big Hill Gold Mining Company Pty Ltd. ACN 081 474 179 ("Big Hill"), subject to the approval of the TSX Venture Exchange (the "Transaction").

Big Hill holds a 100% interest in an exploration permit and two mining licenses comprising the Big Hill Gold Property located in Queensland, Australia (the "Big Hill Gold Property").

Pursuant to the terms of the Agreement, the Company acquired all of the shares that MPX owns of Big Hill, which is equal to 80% of the outstanding Big Hill Shares (the "Sale Shares") and assume all of the rights and obligations of MPX as a shareholder of Big Hill. In consideration for the purchase of the Sale Shares, the Company was required to issue 17,500,000 common shares of the Company (the "Payment Shares") to MPX and pro rata to its shareholders at a deemed price of $0.125 per Payment Share. The Payment Shares will be subject to a statutory hold period for four months and one day from the date of issuance. In addition, MPX and its shareholders agreed that the Payment Shares would be subject to a contractual escrow over the period of one year from the date of issuance.

Following the completion of the Transaction, the Company would have the right to acquire an additional 15% of the outstanding Big Hill Shares and increase its shareholdings to 95% of the total outstanding Big Hill Shares by paying the minority shareholder AU$300,000. The remaining 5% of the Big Hill Shares could be acquired from the minority shareholder for AU$700,000.

Private Placement

In connection with the Transaction, the Company arranged a non-brokered private placement of 17,160,000 units (each, a "Unit") at a price of $0.125 per Unit for gross proceeds of $2,145,000. Each Unit consisted of one common share of the Company (each, a "Share") and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant would be exercisable into one additional Share at a price of $0.25 for two years after the date of issuance (the "Offering"). The proceeds of the financing will be used to acquire the additional 15% of the Big Hill Shares from the minority shareholder, for exploration and development of the Big Hill Gold Property and for general working capital purposes.

Appointment of New Director

On September 10, 2021, D. Blair Way was appointed to the Board of Directors. Mr. Way is an experienced international executive with over 35 years' experience within the resources and construction industry throughout Australasia, Canada, the United States, South America and Europe. A highly respected project developer in the most challenging of environs, Mr. Way's experience spans the complete mineral development cycle from early-stage exploration to project definition and studies culminating in implementation, commissioning and operations of mining projects.

Highlights subsequent to the nine months ended November 30, 2021:

On December 1, 2021, the Company completed Transaction and the Offering. The Company changed its name to "Queensland Gold Hills Corp." and Blair Way, a director of the Company, was appointed as Chief Executive Officer.

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On December 7, 2021, the Company granted 3,500,000 stock options to directors, officers, and consultants of the Company to purchase an aggregate of 3,500,000 common shares in the capital of the Company at an exercise price of $0.20 per share until December 7, 2026.

On December 9, 2021, the Company announced the following marketing and market-making initiatives:

  • Venture Liquidity Providers Inc. ("VLP") to provide market-making services. The market making service will be undertaken by VLP through a registered broker, W.D. Latimer Co. Ltd. in compliance with TSXV policies. VLP will buy and sell shares of the Company on the TSXV for the purpose of maintaining an orderly trading market or providing liquidity in the Company's shares. The term of the agreement is one year and may be terminated by either party immediately upon receiving written notice. In consideration of the services to be provided Queensland Gold Hills will pay VLP $60,000 plus GST. Following the initial term, the agreement will automatically renew for successive additional 12- month terms. The Company and VLP are unrelated and unaffiliated entities.
  • Stockhouse Publishing Ltd. ("Stockhouse") to assist the company in enhancing its on-line profile with the global investment community. With more than one million unique visitors per month, Stockhouse is Canada's largest financial portal and one of North America's largest small cap investor communities. Stockhouse is a global hub for investors to find relevant financial news, access expert analysis and opinion, and share knowledge and information with each other. Pursuant to the terms of the Stockhouse agreement, Stockhouse will be paid an aggregate cash amount of $150,000 plus GST for its services over a 12-month period. Neither Stockhouse nor its affiliates currently own any securities of the company Stockhouse and the company are unrelated and unaffiliated entities.
  • Market One Media Group ("Market One") to provide marketing and social media expertise to its marketing initiatives for the next 9 months. Pursuant to the terms of the Market One agreement, Market One will be paid $130,000 in cash plus GST. The scope of the marketing initiatives includes coverage and commercial spots on BNN, Canada's only TV station devoted to business and finance news as online articles on business investing networks such as the National Post. Market One is arm's length to the company and does not currently own any securities of the company.
  • GOLDINVEST Consulting GmbH to enhance its current marketing efforts by providing access to their extensive investor network in Europe. GOLDINVEST will provide commentary on news releases in German to its financial community. The term of the agreement is 6 months and GOLDINVEST will be paid 9,000 EURO. The Company and GOLDINVEST are unrelated and unaffiliated entities.

On December 17, 2021, the Company acquired an additional 15% of the outstanding Big Hill Shares and increased its shareholdings to 95% of the total outstanding Big Hill Shares by paying AU$300,000 to the minority shareholder of Big Hill.

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Mineral Properties

Big Hill Gold Property

The Big Hill Gold Property consists of a single Exploration Permit ("EPM") EPM 18255 covering 24 sq km and includes two discrete granted mining leases owned by Big Hill ("ML") on the EPM. The EPM covers the historic mines of Big Hill (ML50287), Queenslander, Monte Cristo and Sultan & Taylor (ML50286) of the Talgai Goldfield within the EPM and is an excluded small ML held by an unrelated third party.

The Talgai Goldfield is one of eight historical Goldfields in the broader Warwick-Texas District active in the late 19th century, which include Canal Creek, Thanes Creek, Leyburn, Palgrave, Pikedale, Lucky Valley and MacDonald Goldfields. The bulk of production in the historical mines of EPM18255 and the broader Warwick-Texas District occurred from initial discovery in 1864 until the early 1900s. Small-scale activity continued during intermittent periods in the 20th century with many of the larger historic mines remaining under mining leases and which have had limited modern exploration over the main lode deposits to date.

Parts of EPM18255 have been covered by exploration permits almost continuously since 1980 as part of gold exploration programs within the broader Texas-Warwick district. The work programs involved varying amounts of mapping, stream sediment, soil and rock chip sampling.

Recent exploration over the EPM completed by MPX in 2020 comprised surface geochemical sampling including rock chips and soils, a ground magnetic survey and 2 diamond drillholes. Data compilation, including surface mapping, is in progress with the aim of generating a 3D geological model for the gold mineralisation. The outcomes will be used to generate further drill targets and the knowledge gained from exploration programs conducted in the initial focus areas of the two mining leases will be applied to targeting within the broader EPM.

The Big Hill Gold Property is located near the town of Pratten, approximately 35km northwest of Warwick and 160km southwest of Brisbane, the capital of the state of Queensland, Australia.

Coral Zinc Project, British Columbia

In January 2015, the Company entered into an agreement pursuant to which it had an option to earn up to a 60% interest in the Coral Zinc Project, a zinc project located in Northern British Columbia, 100 kilometres north of the town of Mackenzie. In September 2018, the Company acquired an additional 36% beneficial ownership interest in the Project by issuing 7,180,000 shares and 7,180,000 share purchase warrants, exercisable at $0.07 for 2 years on September 19, 2018 with a fair value of $287,200.

The Company earned a 20% interest in the Coral Zinc Project under the original option agreement and together with the additional ownership acquisition, the Company holds a combined 56% interest. No work has been undertaken on the Coral Zinc Project since 2017.

The Coral Zinc Project claims remain in good standing with the BC Ministry of Energy & Mines

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until September 2024. The Company has pledged a $10,000 GIC as security under a safekeeping agreement with the BC Ministry of Finance, to cover reclamation expenses for work undertaken under pre-existing permits for exploration on the project. This amount is included in cash on the statement of financial position.

Peregrine Zinc Project, British Columbia

The Peregrine Zinc Project, located in southeastern British Columbia, comprised optioned claims supplemented by claims staked by the Company. In January 2017, the Company entered into an option earn-in agreement on the Peregrine Zinc Project, to earn a 100% interest over a period of two years by making optional staged payments totaling $10,000 cash (paid) and issuing 142,857 shares (78,571 issued during the year ended February 28, 2018 and 50,000 issued during the year ended February 28, 2019) plus the grant of a 2% net smelter returns royalty ("NSR"). No work has been done on the Peregrine claims since 2017 and the claims lapsed on December 31, 2021.

Round Pond Zinc Project, Newfoundland and Labrador

The Round Pond Zinc Project is located west of Hare Bay, on the Great Northern Peninsula of northwest Newfoundland. The principal target is Mississippi Valley-type (MVT) Zn-(Pb-Ag) mineralization, as found at the former Newfoundland Zinc mine at Daniel's Harbour, circa 140 km to the south. The Round Pond Zinc Project was originally part of a larger project which had seen extensive exploration.

In March 2018, the Company entered into an agreement to acquire a 100% interest in the Round Pond Zinc Project, comprising 30 claims (750 hectares) for total consideration of 750,000 shares (321,432 shares issued during the year ended February 28, 2019 with a fair value of $24,107 and 428,574 shares issued during the year ended February 28, 2021 with a fair value of $12,857). A 2.0% NSR royalty was granted in which $1.5 million can be paid to reduce the royalty to a 0.75% NSR interest.

In 2018, the Company extended the original property border for roughly 2 km in a northeasterly direction to follow the key limestone-dolostone contact which dips very gently northeast by staking 33 additional claims (new total, 63 claims covering 1,500 ha). In August 2020, the Company staked a further 6 claims to the north of this expanded border to cover a linear trend of small ponds aligned with known regional trends of mineralization at Newfoundland Zinc.

The Round Pond claims remain in good standing until January 17, 2023.

Nevada Rose Precious Metals Property, Nevada, USA

The Nevada Rose Project is located about 145 kilometres (km) SSE of Carlin, NV and roughly 370 km NNE of Las Vegas, NV, towards the southerly intersection of the Battle Mountain-Eureka and Independence-Eureka Trends, approximately 12 km SW of the Ruby Hill mining district near Eureka City.

On February 28, 2020, the Company entered into an agreement with GeoCorp to acquire the

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Queensland Gold Hills Corp. published this content on 25 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 January 2022 08:38:03 UTC.