Oceanic Iron Ore : December/22 MD&A

MANAGEMENT DISCUSSION AND ANALYSIS

For the fourth quarter and year ended December 31, 2022

Oceanic Iron Ore Corp.

Dated April 26, 2023

Oceanic Iron Ore Corp.

Management's Discussion and Analysis of Financial Condition and Results of Operations for the fourth quarter and year ended December 31, 2022 and 2021

The following is management's discussion and analysis ("MD&A") of the results and financial condition of Oceanic Iron Ore Corp. ("Oceanic" or the "Company") and should be read in conjunction with the accompanying audited consolidated financial statements and related notes for the years ended December 31, 2022 and 2021 (the "Annual Financial Statements"). The Annual Financial Statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). All figures are reported in Canadian dollars unless otherwise indicated.

Certain information included in this discussion may constitute forward looking statements. Forward looking statements are based on current expectations and entail various risks and uncertainties. These risks and uncertainties could cause or contribute to actual results that are materially different from those expressed or implied. Please see the section entitled "Forward Looking Statements" of this document for further detail on forward looking statements. The effective date of this report is April 26, 2023.

Description of Business

The Company was incorporated on March 8, 1986 under the British Columbia Business Corporations Act. Its common shares are traded on the TSX Venture Exchange (the "TSXV") under the symbol "FEO".

The Company is focused on the exploration and development of the Ungava Bay iron properties (the "Property") in Nunavik, Québec, which the Company acquired in November 2010. The Property comprises three project areas: Hopes Advance (also referred to as the "Project" throughout), Morgan Lake and Roberts Lake, which cover over 35,999 hectares of iron formation and are located within 20 - 50 km of tidewater. The Company has a 100% interest, subject to a 2% net smelter returns royalty ("NSR") in the Property. The Company's NSR holders are each entitled to annual advance NSR payments of $100,000 until the commencement of commercial production on the Company's Hopes Advance Project. Advanced royalty payments are deductible from actual royalty payments subsequent to the commencement of commercial production.

In December 2019, the Company announced the results of a revised and re-scoped National Instrument 43-101 Preliminary Economic Assessment in respect of the Company's Hopes Advance Project (the "Study"). The objective of the Study was to rescope the Project profile and production scale using Measured and Indicated Mineral Resources estimated within three of the 10 defined deposits from Hopes Advance in order to reduce the up-front capital required to bring the Project to commercial production. The Company continues to pursue a number of options to improve its financial capacity, including securing a strategic partner to further advance the Hopes Advance project, and obtaining cash flow through other forms of financing. The success of raising such funds cannot be assured.

Qualified Person

Eddy Canova, P.Geo., OGQ(403), a Qualified Person as defined by NI 43-101, has reviewed and is responsible for the technical information contained in this document.

Highlights and key business developments

On December 1, 2022, the Company finalized an agreement with 154619 Canada Inc. ("154619") in respect of its 2022 advance royalty payment of $100,000 through a cash payment of $25,000 and the issuance of an aggregate of 833,333 common shares at a price of $0.09 per common share. The Company also reached an agreement with SPG Royalties Inc. ("SPG") in respect of its 2022 advance royalty payment of $100,000 through the issuance of 1,250,000 common shares at a price of $0.08 per common share.

Page 2

Oceanic Iron Ore Corp.

Management's Discussion and Analysis of Financial Condition and Results of Operations for the fourth quarter and year ended December 31, 2022 and 2021

Selected Annual Information

The following table presents selected annual information extracted from the relevant audited financial statements under IFRS:

			December 31,		December 31,		December 31,
			2022		2021		2020
Total assets	$	44,854,105	$	44,221,173	$	43,664,476
Non-current financial liabilities	$	3,857,218	$	2,363,979	$	5,974,024
Net (loss) income for the year	$	(1,059,907)	$	3,095,112	$	(4,580,500)
Basic (loss) earnings per share	$	(0.01)	$	0.03	$	(0.05)
Diluted (loss) earnings per share	$	(0.01)	$	0.02	$	(0.05)
Weighted average number of common
h	t t di		97,134,682		94,281,224		92,761,760
Basic
Diluted			97,134,682		127,675,647		92,761,760

As the Company has yet make a development decision or achieve commercial production from its mineral asset, the Company has no revenue to report during the financial reporting periods noted above. Nor has the Company declared any dividends in the past three fiscal years.

The increase in total assets from December 31, 2021 to December 31, 2022 was predominantly the result of cash associated with a convertible debenture financing that was completed in 2022. The decrease in net income from December 31, 2021 to December 31, 2022 was predominantly due to a loss associated with the fair value adjustments on the non-cash derivative liability contained within the Company's convertible debentures (2022 - a loss of $24,558, 2021 - a gain of $4,080,126). The negative fair value adjustments were largely as a result of the decrease in the Company's share price during the year.

Additional factors that have caused changes in results of operations from the year ended December 31, 2021 to the year ended December 31, 2022 have been disclosed under the section entitled "Discussion of Operations and Fourth Quarter Results" below.

Discussion of Operations and Fourth Quarter Results

The following information for the years ended December 31, 2022 and 2021 ("FY2022" and "FY2021", respectively) has been derived from the Annual Financial Statements and should be read in conjunction with the Company's Annual Financial Statements. The information for the three months ended December 31, 2022 and 2021 ("Q4 2022" and "Q4 2021", respectively) was derived in conjunction with the Unaudited Condensed Interim Financial Statements for the three months ended September 30, 2022 and 2021 which are available on www.sedar.com.

Page 3

Oceanic Iron Ore Corp.

Management's Discussion and Analysis of Financial Condition and Results of Operations for the fourth quarter and year ended December 31, 2022 and 2021

		Q4 2022		Q4 2021		FY2022		FY2021
Expenses
Consulting and management fees	$	58,750	$	58,750	$	235,000	$	235,000
Directors' fees		7,500		7,500		30,000		30,000
License and insurance		3,677		8,058		27,831		31,932
Office and general		13,518		9,938		28,118		19,937
Professional fees		59,526		32,090		102,286		88,527
Rent		2,660		2,541		10,484		10,162
Share-based compensation		4,482		39,871		50,388		109,601
Transfer agent and regulatory		10,966		12,937		23,860		25,358
Wages and benefits		17,147		16,974		72,927		74,034
Loss from operations		(178,226)		(188,659)		(580,894)		(624,551)
Other (expenses) income
Gain (loss) on non-cash derivative liabilities		325,317		2,618,206		(24,558)		4,080,126
Convertible debenture accretion		(131,794)		(97,644)		(454,455)		(360,463)
Total other (expenses) income		193,523		2,520,562		(479,013)		3,719,663
Net income (loss) and comprehensive	$	15,297	$	2,331,903	$	(1,059,907)	$	3,095,112
income (loss)

The factors affecting the change in net loss for the periods presented included:

Share-based compensation

Share-based compensation for Q4 2022 and FY2022 decreased by $35,389 and $59,213, respectively, compared to Q4 2021 and FY2021. The decrease in share-based compensation in both periods is due to the fact that the Company did not grant any new stock options during FY2022.

Expenses associated with convertible debentures

Gains on non-cash derivative liabilities for Q4 2022 and FY 2022 decreased by $2,292,889 and $4,104,684, respectively, compared to Q4 2021 and FY 2021. The significant gains on non-cash derivative liabilities during Q4 2021 and FY2021 were driven by a reduction in the Company's share price during those periods and during Q4 2022 and FY 2022 the reduction in the Company's share price was less pronounced.

Accretion expense for Q4 2022 and FY2022 increased by $34,150 and $93,992, respectively, compared to Q4 2021 and FY2021, which was primarily due to the addition of the Series D debentures issued during September 2022.

Liquidity, Capital Resources and Going Concern

While these financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due, certain conditions and events result in a material uncertainty casting significant doubt on the validity of this assumption. For the year ended December 31, 2022, the Company had an accumulated deficit of $33,923,085 and a working capital deficit of $1,113,662.

While the Company has completed a non-brokered private placement in the amount of $1,220,000 during the year ended December 31, 2022, the Company's ability to continue on a going concern basis for and

Page 4

Oceanic Iron Ore Corp.

Management's Discussion and Analysis of Financial Condition and Results of Operations for the fourth quarter and year ended December 31, 2022 and 2021

beyond the next twelve months depends on its ability to successfully raise additional financing for continued operations and for the necessary capital expenditures required to achieve planned principal operations. The Company continues to pursue a number of options to improve its financial capacity, including securing a strategic partner to further advance the Hopes Advance project. While the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms acceptable to the Company.

Factors that could affect the availability of financing include the Company's performance, the state of international debt and equity markets which may be adversely impacted by uncertainty arising from the ongoing novel coronavirus ("COVID-19") pandemic, investor perceptions and expectations, the retention of key executive management and the state of global financial and metals markets.

The Company's cash flow activities have been summarized as follows:

		Q4 2022		Q4 2021		FY2022		FY2021
Cash (used in) operating activities	$	(21,595)	$	(53,773)	$	(619,576)	$	(817,116)
Cash provided by (used in) investing activities		3,818		(4,874)		(62,254)		(114,907)
Cash (used in) provided by financing activities		(25,000)		(67,045)		1,051,486		1,178,553
Change in cash during the period		(42,777)		(125,692)		369,656		246,530
Cash, beginning of period		705,595		418,854		293,162		46,632
Cash, end of period	$	662,818	$	293,162	$	662,818	$	293,162

The Company's undiscounted commitments as at December 31, 2022 were as follows:

December 31, 2022

		< 1 year		1 -3 years		> 4 years	Total
Accounts payable and accrued liabilities	$	346,651	$	-	$	-	$	346,651
Due to related parties		197,149		-		-		197,149
Convertible debenture - liability component		1,297,553		601,384		3,840,113		5,739,050
Advance royalty payable		200,000		400,000		400,000		1,000,000
	$	2,041,353	$	1,001,384	$	4,240,113	$	7,282,850

December 31, 2021

		< 1 year		1 -3 years		> 4 years	Total
Accounts payable and accrued liabilities	$	295,591	$	-	$	-	$	295,591
Due to related parties		249,974		-		-		249,974
Convertible debenture - liability component		1,011,365		1,166,058		1,714,967		3,892,390
Advance royalty payable		200,000		400,000		400,000		1,000,000
	$	1,756,930	$	1,566,058	$	2,114,967	$	5,437,955

Additionally, in order to maintain current rights of tenure to exploration tenements, the Company is required to incur minimal expenditures of $47,963 in respect of claim renewal fees and minimum work requirements during 2023.

As at December 31, 2022, the convertible debentures and non-cash derivative liabilities have a combined carrying value of $4,509,993, representing the discounted face value of the debentures of $3,627,493, fair value of the non-cash embedded derivative liability of $4,209,906, partially offset by a deferred loss balance of $3,327,406.

Page 5