Valterra Resource : MD&A, Q1 - 2022

1100 - 1199 West Hastings Street,

Vancouver, BC, V6E 3T5

Tel: [phone]

Management's Discussion and Analysis

For the Three Months Ended March 31, 2022

Dated: May 27, 2022

A	Introduction	2
B	Qualified Persons	2
C	Conversion Tables	2
D	Summary of Mineral Properties	2
E	Results of Operations	6
F	Summary of Quarterly Results	6
G	Financial Condition, Liquidity and Capital Resources	7
H	Related Party Transactions	7
I	Outstanding Equity and Convertible Securities	8
J	Financial Instruments	10
K	Events After the Reporting Period and Outlook	10
L	Off-balance Sheet Arrangements	10
M	Disclosure Controls and Procedures	11
N	Risks and Uncertainties	11
O	Proposed Transactions	14
P	Forward-Looking Statements	14

Valterra Resource Corporation

(An Exploration Stage Company)

Management's Discussion and Analysis

For the Three Months Ended March 31, 2022

1. Introduction
   The following Management's Discussion and Analysis ("MD&A") of the consolidated operating results and financial condition of Valterra Resource Corporation (the "Company") is for the three months ended March 31, 2022, and is dated May 27, 2022. This MD&A was prepared to conform to National Instrument 52-102F1 and was approved by the Board of Directors prior to its release.
   This analysis should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements for the three months ended March 31, 2022, and the Company's audited financial statements for the year ended December 31, 2021, and the accompanying notes, which have been prepared in accordance with International Financial Reporting Standards ("IFRS"). The
   Company's functional and presentation currency is the Canadian dollar and all amounts included herein are in Canadian dollars, unless otherwise indicated.
   The Company's shares are listed on the TSX Venture Exchange ("VQA.V"), the Frankfurt Stock Exchange ("3VA.F") and the OTCQB Marketplace ("VRSCF").
   Additional information relating to the Company is available at valterraresource.comand at sedar.com.
2. Qualified Persons
   Robert Macdonald, MSc. P. Geo., is the qualified person as defined by National Instrument 43-101 responsible for the technical information included in this MD&A and the supervision of work done in association with the exploration and development programs. Mr. Macdonald graduated with a B.Sc. degree from Memorial University of Newfoundland and a M.Sc. from the University of British Columbia. His work has focused on vein and intrusive-related gold systems and massive sulfide deposits.
3. Conversion Tables

Precious metal units and conversion factors

ppb	- Part per billion	1	ppb	=	0.0010	ppm	=	0.000030	oz/t
ppm	- Part per million	100	ppb	=	0.1000	ppm	=	0.002920	oz/t
oz	- Ounce (troy)	10,000	ppb	=	10.0000	ppm	=	0.291670	oz/t
oz/t	- Ounce per ton (avdp.)	1	ppm	=	1.0000	ug/g	=	1.000000	g/tonne
g	- Gram
g/t	- Gram per metric ton	1	oz/t	=	34.2857	ppm
mg	- Milligram	1	Carat	=	41.6660	mg/g
kg	- Kilogram	1	ton (avdp.)	=	907.1848	kg
ug	- Microgram	1	oz (troy)	=	31.1035	g

1. Summary of Mineral Properties
   The Company's principal business activities include the acquisition, exploration, and development of natural resource properties for enhancement of value and disposition pursuant to sales agreements or development by way of third-party option and/or joint venture agreements.

Page 2 of 14

Valterra Resource Corporation

(An Exploration Stage Company)

Management's Discussion and Analysis

For the Three Months Ended March 31, 2022

1. Summary of Mineral Properties, continued
   Swift Katie
   The property consists of 19 contiguous MTO mineral claims, covering over 83 square kilometres, and is located near Salmo, British Columbia. The area has hosted several important mining districts and is underlain by rocks considered very favourable for the discovery of gold-quartz veins and porphyry- style mineralization.
   Historic drilling tested three areas along an approximate 1,000 metre strike length of the target structure which had been previously traced by a combination of surface rock and soil sampling, historical trenching, and shallow drilling from the 1980's and by the Company in 2016. Only part of the full strike-length of the structural target has been drill tested; several additional target areas have been prioritized for testing in future programs.

The previous drilling also successfully confirmed high-grade gold mineralization in two locations along the tested strike-length of the target structure and returned a significant cumulative thickness of +1g/t Au mineralization in hole SK17-015. Both gold-enriched areas are open along strike and down dip and require additional drill testing.

Drill highlights at Swift include:

• 30.9g/t Au and 17.8g/t Ag over 0.8m within a broader 2.5m zone averaging 11.5g/t Au and 6.7 g/t Ag from hole SK17-015;
• an additional 22.6m interval averaging 1.1g/t Au and 0.5g/t Ag from hole SK17-015;
• 9.7g/t Au and 7.6g/t Ag over 1.4m within a broader 8.6m interval averaging 3.1g/t Au and 2.0g/t Ag from hole SK17-019;
• 0.96 g/t Au over 6.6m in hole SK16-011;
• 13.3 g/t Au, 201 g/t Ag & 0.33% Cu over 3.5m from hole SK14-002; and
• 1.83 g/t Au over 10m from hole 87-6, including 5.15g/t Au over 2.0m*
• • Historical assay results have not been verified and should not be relied upon as such.

Higher grade gold values were returned from quartz veins and silicified intervals within a strongly foliated and quartz-carbonate-altered volcanic rock, which can form zones several tens of metres thick in any given drill hole. Alteration appears largely structurally controlled and forms an anastomosing network of northeast-striking shear zones that dip moderately to the southeast.

Gold mineralization has been intersected in relatively shallow drilling (<200 metre depth) with the thickness of some intercepts, particularly in hole SK17-015 comparable to mineralized intervals at Prize Mining's Kena Gold Project, located 30 kilometres to the northeast, which is currently modelled as a bulk-tonnage porphyry gold target.

Exploration results to date support the Company's belief that a widespread gold-enriched, vein system exists at the Swift target and a large alkali porphyry system exists at the Katie target. Further work will be designed to continue to expand the known mineral systems and to evaluate several other targets that remain to be tested on the property.

Page 3 of 14

Valterra Resource Corporation

(An Exploration Stage Company)

Management's Discussion and Analysis

For the Three Months Ended March 31, 2022

1. Summary of Mineral Properties, continued
   Los Reyes
   The property consists of two claims totalling 45 hectares located 12 kilometres south of the city of Jimenez, Mexico and which cover a highly prospective Cu-Au Skarn target within La Faja de Plata, one of the world's most productive regions for polymetallic Skarn and Carbonate Replacement
   Deposits. The property is two kilometres from highway, power and rail. It is strategically located along a prominent northwest-trending regional structure formed along the western margin of the Sierra Madre Oriental that hosts numerous high-grade current and past operating mines including Naica (26Mt @ 213g/t Ag, 5.9% Pb, 5.6% Zn and 0.4% Cu) and the Velardena district (+15Mt @ 175g/t Ag, 0.5g/t Au, 4.0% Pb, 5.0% Zn, and 2.5% Cu).
   The initial target is a +800-metre-longCu-Au-rich skarn zone located at the eastern contact between a coarse-grainedTertiary-age granodiorite intrusion and Cretaceous-age limestones and shales. The exploration target is locally over 100 metres wide and contains multiple zones of strongly copper- enriched mineralization. The near-surface mineralization is strongly oxidized with copper-oxide minerals such as malachite occurring at surface and in mineral dumps at the edges of the historic workings. Several prospect pits and shallow shafts occur along the target skarn zone.
   Historic reports indicate workings were developed to no more than 60 metres depth, which is likely the approximate base of the oxide zone. Individual ore bodies were irregular with some reported to be 60 metres wide and up to 125 metres thick. Records of historical data on the property are limited but indicate: surface high-grade copper values up to 8.0% Cu; a strong IP chargeability anomaly, only 100 metres to 200 metres depth below surface, which correlates with the target skarn zone; and indications of strong gold enrichment in the copper zones from limited drilling on the property.
   (Data is historical in nature and has not been independently verified by the Company and should not be relied on as such).
   In October 2019, crews mobilized for a surface exploration program comprising an approximate 4.8- line kilometre DCIP geophysical survey, detailed surface mapping and sampling along the Cu-Au skarn target which is locally over 100 metres wide and contains multiple zones of strongly copper- enriched mineralization. Near surface mineralization, exposed in shallow artisanal workings and adjacent dump material, is strongly oxidized.
   Surface sampling of waste dumps related to the artisanal workings and limited outcrop chip samples returned 22 of 28 samples with Cu values >1% Cu at an average grade of 3.1% Cu and up to 5.9% Cu. The anomalous samples contain elevated precious and base metal values up to 0.57g/t Au, 25.3g/t Ag, 0.47% Mo and 1.7% Zn (see Table 1). Anomalous samples were collected along the full 800m strike- length of the exploration target on the property with most of the samples collected in 5 clusters adjacent to open cuts and pits related to the historically mined portions of the trend.
   The DCIP data was acquired on five survey lines with variable line spacing between 125 metres and 250 metres. Two lines were acquired simultaneously, with the off-line current injection data providing some 3D information between the survey lines. Both the 2D and the 3D data were inverted using UBC-GIF inversion codes.

Page 4 of 14

Valterra Resource Corporation

(An Exploration Stage Company)

Management's Discussion and Analysis

For the Three Months Ended March 31, 2022

1. Summary of Mineral Properties, continued
   Los Reyes, continued
   A strong conductive response, identified along the intrusive contact, projects for 400m through four of the five main areas of historic workings and defines the primary target area for future drill targeting. Conductivity and chargeability anomalies in the 2D inversions are identified on each of the five survey lines and are spatially associated or immediately adjacent to areas of known historical surface mineralization which helps further refine drill targeting.
   The Company is initially targeting a five to ten million tonne, shallow high-gradeCu-Au potential resource localized along the length of the exposed skarn zone. Further work will examine the deeper potential of the mineralizing system, including the potential for a porphyry Cu-Au deposit being the source for the shallow high-grade mineralization.
   Acquisition Costs
   Mineral property acquisition costs as at March 31, 2022 were:

	Swift Katie	Los Reyes	Total
	$	$	$
Balance as at December 31, 2020	-	-	-
Additions, net of recoveries	-	292,158	292,158
Impairments	-	(292,158)	(292,158)
Balance as at December 31, 2021	-	-	-
Balance as at March 31, 2022	-	-	-

Exploration and Evaluation Expenditures

Exploration and evaluation expenditures for the three months ended March 31, 2022 and 2021 were:

	Swift Katie	Los Reyes	Total
	$	$	$	$		$	$
	2022	2021	2022	2021		2022	2021
Assays and analysis	-	-	-	-		-	-
Equipment rental and field supplies	-	-	-	-		-	-
Geological services	-	-	-	-		-	-
Project supervision	-	160	380	824		380	984
Other	590	-	545	489		1,135	489
	590	160	925	1,313		1,515	1,473
General, net of recoveries						1,042	(653)
						2,557	820

Page 5 of 14