North Peak Resources : MD&A for the year ended December 31, 2021

Management's Discussion and Analysis For the Year Ended December 31, 2021 Expressed in Canadian Dollars

The following management's discussion and analysis ("MD&A") of the financial condition and results of operations of North Peak Resources Ltd. ("North Peak", or the "Company") constitutes management's review of the factors that affected the Company's financial and operating performance for the year ended December 31th, 2021. This MD&A has been prepared in compliance with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations. This discussion should be read in conjunction with the audited annual consolidated financial statements of the Company for the year ended December 31, 2021 together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. Information contained herein is presented as at May 2, 2022 unless otherwise indicated.

Description of Business

The Company was incorporated on March 28, 2011 and organized under the laws of Alberta, Canada. The registered office of the Company is located at 1600, 421 - 7 Avenue SW, Calgary, Alberta T2P 4K9. The Company today is a Canadian based gold exploration and development company that is listed on the TSX Venture Exchange (the "Exchange") under the symbol "NPR".

The Company's business development goals are to acquire mineral properties that have the potential to host low cost, long life gold production in politically safe jurisdictions. To this end the Company holds an option (the "Kenogami Option") to acquire 100% interest in and to the Kenogami Lake Project (formerly referred to as the Mike Leahy Property) located 15 kilometres southwest of Kirkland Lake, Ontario consisting of twenty-seven (27) mineral claims totaling approximately 500.3 hectares (the "Leahy Property").

To further advance the Company's assets in development North Peak signed a non-binding Letter of Intent for a potential purchase option on the Black Horse gold property in Nevada (the "Black Horse LOI"). Following due diligence by both parties, North Peak on signed the Black Horse Option Agreement (the "BH Agreement") on December 6th, 2021 and began the application for permits which the contemplated property work programs required as described further below.

The Company's original business, starting in November 2015, was as an enterprise technology provider dedicated to building blockchain technologies. The Company was named BTL Group Ltd. and then Interbit Ltd., during that period of time. The Company obtained various patents in the United States and subsequent to the 2020 year end these patents, along with ongoing related patent applications in China, were sold for a $150,000 cash payment and a 5% royalty on any profits generated by the buyer and its affiliates from any commercial applications derived from the patents that such buyer may develop.

On March 20, 2020 the Company entered into the Kenogami Option agreement whereby the Company has been granted the exploration property Option described above and that it proposed to complete a "Change of Business" transaction (the "COB Transaction") to become a Tier 2 mining issuer listed on the Exchange and to be engaged in the exploration and development of mineral properties. The Company also proposed to change its name to "North Peak Resources Ltd." and to complete a consolidation of the issued and outstanding common shares of the Company (the "Common Shares") on the basis of one (1) post-consolidation Common Share for each two (2) pre-consolidation Common Shares (the "Consolidation").

On June 24, 2020 obtained shareholder approval for the proposed COB Transaction, the Consolidation, the proposed name change, and annual meeting matters.

On June 29, 2020, the Company announced it had completed the COB Transaction, the Consolidation and the name change to "North Peak Resources Ltd.". Current and comparative disclosure has been amended to reflect this Consolidation. In addition, during 2020, the Company's wholly owned subsidiaries Blockchain Tech Ltd. and BTL Dev Ltd. were wound down and dissolved.

North Peak Resources Ltd. Management's Discussion and Analysis For the Year Ended December 31, 2021 Expressed in Canadian Dollars

Highlights and Outlook

Two years ago during the second quarter of 2020 the Company completed the COB Transaction to become engaged in the exploration and development of mineral properties, added to its Board of Directors and revamped and redirected its management team and their efforts. The Company reduced its monthly overhead and management has focused its attention on the search for mineral properties that could meet its project criteria.

The Company's management team and Directors have previous experience in identifying and acquiring low cost and long life mining projects in politically safe jurisdictions and then building those assets into successful Companies. Similar search criteria will guide North Peak management as it evaluates opportunities with a particular emphasis on "brownfield" projects, which are former operating mines that ceased operation either recently or well in the past. Such brownfield projects can often have commercial advantages over "greenfield" projects - which are exploration stage properties that have never been in production. These advantages can include shorter time to re-start production, less complicated permitting timelines and often are located where a labor force and suppliers of key mining materials exist nearby.

During the year ending December 30th 2021, the Company's management team narrowed its search for mining opportunities to North American and examined project opportunities in Nevada. In this search process the Company was introduced to the Black Horse gold property where it entered into negotiations and on December 6th signed the Nevada Option agreement to acquire a non-binding option for its purchase.

The Black Horse is a former producing gold property and has within its boundaries the historic Black Horse and San Pedro gold mines, which were mined from 1905 to circa 1913. The Black Horse property is located 50 miles east of Ely Nevada in White Pine County Nevada and was acquired by Minex in 1997. Minex carried out exploration programs in 1997 and 1998 Minex where it drilled more than 300 holes into the surface oxide near surface and outlined a strike length of mineralization that appears to strike more than 2 miles. A historical surface based resource for gold and silver for the Black Horse property were outlined in a Nov. 2016 technical report for Minex.

The commercial terms of the Nevada Option agreement to Minex will be an initial payment of US $1.5 million (via a combination of shares and cash), two option payments and a production royalty schedule. Option payment #1 will be for USD$10 mln due 18 months after the December 6th, 2021 signing of the BH Agreement within which time the Company will carry out confirmatory exploration programs. Option payment #2 is for an additional USD$10 mln and is due 12 months later and with this second payment the Company will acquire 50% of the Black Horse property. The Company will acquire the remaining 50% upon obtaining the critical permits required for production.

Regarding the Kenogami Option and efforts to keep it in good standing, the Company is required to make total cash payments of $35,000, issue a total of 100,000 Common Shares (before the Consolidation) and incur exploration expenditures of no less than $250,000, as follows:

(a)paying the optionor $35,000 upon issuance of a National Instrument 43-101 Technical Report on the Property (paid in 2020);

Management's Discussion and Analysis For the Year Ended December 31, 2021 Expressed in Canadian Dollars

• (b) issuing to the optionor 25,000 Common Shares (post-Consolidation) effective upon issuance of the Technical Report (issued July 2, 2020, and ascribed a fair value of $19,500);

• (c) incurring $100,000 of exploration expenditures on the Property on or before the second anniversary of the closing of the COB Transaction (completed), and issuing to the optionor 50,000 Common Shares once such $100,000 of exploration expenditures have been incurred(Issued November 10, 2021); and

• (d) incurring $150,000 of exploration expenditures on the Property on or before the fourth anniversary of the closing date of the COB Transaction.

Further to its exploration expenditure obligations, the Company commenced a limited drilling program on the Leahy property after year end however this was delayed due to local ground conditions. Drilling was completed in Q3 2021, with a single 602 metre drill hole from the shore of Kenogami Lake. It intersected a major structure along what is interpreted to be the same Main Break structure as that hosting the ore zones of Kirkland Lake located 8 km SE. The major structure is a 3.8 metre (m) clay gouge fault with different rock types on either side of it. It is preceded by a 102m strong shear zone of intense sericite alteration (10%) and with ~10-15% quartz-ankerite veining, and locally up to 15% pyrite over 0.5m locally-all within Archean mafic volcanic rock. Assays were not significant- with highs of 0.3 grams per tonne (g/t) Au over 1.0 metres (m), and 0.2 g/t over 1.0m- but that is the nature of the Kirkland Lake ore (all or nothing, with a change in grade occurring quickly). This campaign completes the requirement of incurring $100,000 of exploration expenditures before the second anniversary and thus a further 50,000 common shares will now be issued to the optionor.

On June 24, 2020, Mike Sutton and Gordon Chmilar were appointed to the Board of Directors of the Company.

As at December 30th, 2021, the Company reported a cash position of $5,115,374 and working capital of $5,182,580.

On January 8th, 2021, the Company closed a non-brokered private placement of 2,299,999 common shares at an issue price of $0.48 per share, for aggregate gross proceeds of $1,104,000. Cash costs of issue amounted to $67,890 in aggregate.

On March 14th, 2022, the Company closed a non-brokered private placement of 2,499,996 common shares at an issue price of $2.30 for gross proceeds of $5,750,000. Cash costs of issue amounted to $225,422 in aggregate.

Year Ended Dec. 31, 2021 ($)	Year Ended Dec. 31, 2020 ($)	Year Ended Dec. 31, 2019 ($)
Total assets	5,115,374	7,065,059	6,561,824
Total liabilities	147,695	127,828	481,832
Working capital	5,182,580	6,882,731	6,079,992
Expenses	1,567,475	1,596,161	5,358,578
Net loss	(1,567,475	(1,596,161)	(5,358,578)
Net loss per share, basic and diluted	(0.08)	(0.10)	(0.45)

North Peak Resources Ltd. Management's Discussion and Analysis For the Year Ended December 31, 2021 Expressed in Canadian Dollars

The company continues to evaluate further mining properties, which fulfil its key criteria of targeting historic mining assets with strategic exploration potential at an appropriate acquisition price.

Selected Annual Information

The Company reported a net loss of $1,567,475 for the year ended December 31, 2021, compared with a loss for the year ended December 31, 2020 of $1,596,161.

The reported loss consists primarily of the following:

• ● Contractor fees of $117,007 for the year ended December 31, 2021, increasing from $41,274 during in the comparative year ended December 31, 2020, with the variance attributable to the wind down of software development initiatives in the comparative period, and the engagement of operational consultants during the year ended December 31, 2021.

• ● Travel expenses declined to $56,926 during the year ended December 31, 2021, down from $94,326 during the year ended December 31, 2020. Travel expenses consisted of marketing and executive travel, which declined initially during the COVID19 global pandemic and have begun to increase as travel restrictions ease.

• ● Professional fees were $156,188 during the year ended December 31, 2021, down from $324,917 for the year ended December 31, 2020, representing legal costs associated with general corporate matters whereas the comparative period included legal costs associated with the repositioning of the business.

• ● During the year ended December 31, 2021, the Company incurred exploration expenses of $218,759, consisting of $1,890 in geological fees, $1,613 in environmental fees, assay costs of $3,407 and drilling costs of $115,610 related to the Leahy property (year ended December 31, 2020 - initial geological expenses of $13,982). The Company also incurred exploration expenses of $21,777 on the Black Horse Project, consisting of $17,674 in mapping fees, $2,683 in environmental fees, and project management fees of $1,420 (year ended December 31, 2020 - $nil). Additionally, the Company incurred $74,462 in costs related to the investigation of prospective properties (year ended December 31, 2020 - $95,186).

• ● Stock-based compensation increased to $542,620 for the year ended December 31, 2021 from $407,755 in the comparative period. The variance over the comparative period is driven by the termination of certain employees and consultants, resulting in a credit to stock based compensation of $197,014 in fiscal 2020, representing the value of the unvested portion of the expired options. This was partially offset by the graded vesting of an option grant to directors, officers and consultants in July 2020. During fiscal 2021, the Company issued 505,000 options (year ended December 31, 2020 - 1,350,000), with fiscal 2021 seeing elevated market pricing of the Company stock, resulting in a greater value being assigned to each option relative to the comparative year.

• ● Office and general expenses remained consistent at $658,219 for the year ended December 31, 2021, from $681,528 for the year ended December 31, 2020.

• ● Interest income declined to $33,261 in the year ended December 31, 2021 from $55,905 for the year ended December 31, 2020, representing interest earned from declining interest rates and invested balances on the Company's cash accounts.

• ● On February 24, 2021, the Company sold four (4) United States issued patents, ongoing related patent applications in China and related development work to Helix Applications Inc. ("Helix"). The Company prepared and applied for these patents prior to its current status as a mining exploration company, as part of a broader application for the technology it was developing at the time within the blockchain sector. As part of the transaction, North Peak received $150,000 and a 5% royalty on any profits generated by Helix and its affiliates from any commercial applications

North Peak Resources Ltd. Management's Discussion and Analysis For the Year Ended December 31, 2021 Expressed in Canadian Dollars

derived from the patents that Helix may develop as it seeks to evaluate the growing interest in the networks of digital token economics. Accordingly, the Company has recognized a gain on disposition of patents of $150,000 on its condensed interim consolidated statement of loss and comprehensive loss for the year ended December 31, 2021. There were no such dispositions in the comparative period.

Summary of Quarterly Results

For the Period Ended	Revenue ($)	Net (Loss) Income	Total assets ($)
Total ($)	Basic and diluted earnings per share ($)
2021 - December 31	Nil	(765,727)	(0.04)	8,982,068
2021 - September 30	Nil	(348,612)	(0.02)	6,983,024
2021 - June 30	Nil	(265,532)	(0.01)	7,294,293
2021 - March 31	Nil	(187,604)	(0.01)	7,521,168
2020 - December 31	Nil	(468,082)	(0.03)	7,065,059
2020 - September 30	Nil	(750,854)	(0.04)	6,855,530
2020 - June 30	Nil	(401,724)	(0.03)	7,178,571
2020 - March 31	Nil	24,499	(0.00)	7,609,757

Three Months Ended December 31, 2021 vs Three Months Ended December 31, 2020

The Company reported a net loss of $765,727 for the three months ended September 30, 2021, compared with a loss for the three months ended December 31, 2020 of $468,082.

The reported loss consists primarily of the following:

• ● Contractor fees of $101,844 for the three months ended December 31, 2021, compared to a recovery of $9,582, during in the comparative three months ended December 31, 2020. The variance attributable to the wind down of software development initiatives in the comparative period, and the engagement of operational consultants during the year ended December 31, 2021.

• ● Travel expenses increased to $37,711 during the three months ended December 31, 2021, up from $6,385 during the three months ended December 31, 2020. Travel expenses consisted of marketing and executive travel, which declined during the COVID19 global pandemic, recovering as travel restrictions eased.

• ● Professional fees were $53,730 during the three months ended December 31, 2021, down from $8,600 for the three months ended December 31, 2020, representing legal costs associated with general corporate matters whereas the comparative period included legal costs associated with the repositioning of the business.

• ● During the three months ended December 31, 2021, the Company incurred exploration expenses of $28,320, consisting of $6,544 in drilling costs related to the Leahy property (three months ended