MANAGEMENT DISCUSSION AND ANALYSIS

For the three and nine months ended September 30, 2023 and 2022

Oceanic Iron Ore Corp.

Dated November 23, 2023

Oceanic Iron Ore Corp.

Management's Discussion and Analysis of Financial Condition and Results of Operations For The Three and Nine Months Ended September 30, 2023 and 2022

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 unaudited condensed consolidated interim financial statements and related notes for the three and nine months ended September 30, 2023 and 2022 (the "Interim Financial Statements), as well as the audited consolidated financial statements and related notes for the years ended December 31, 2022 and 2021 (the "Annual Financial Statements"). The Company reports its financial statements in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. 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 November 23, 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 property (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 36,039 hectares and 862 claim cells with iron ore formations and are located within 20 to 50 km from tidewater. The Company has a 100% interest, subject to a 2% net smelter returns royalty ("NSR") in the Property. The Company's two 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 ("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 ten 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.

Page 2

Oceanic Iron Ore Corp.

Management's Discussion and Analysis of Financial Condition and Results of Operations For The Three and Nine Months Ended September 30, 2023 and 2022

Discussion of Operations

The following information for the three months ended September 30, 2023 and 2022 ("Q3 2023" and "Q3 2022", respectively) and nine months ended September 30, 2023 and 2022 ("YTD 2023" and "YTD 2022", respectively) was derived in conjunction with the Interim Financial Statements which are available on www.sedarplus.ca.

Q3 2023

Q3 2022

YTD 2023

YTD 2022

Expenses

Consulting and management fees

$

73,750

$

58,750

$

221,250

$

176,250

Directors' fees

7,500

7,500

22,500

22,500

License and insurance

6,527

7,162

18,954

24,154

Office and general

7,291

7,321

16,608

14,600

Professional fees expense

8,360

16,055

18,891

42,760

Rent

2,667

2,613

8,002

7,824

Share-based compensation

32,924

6,720

76,584

45,906

Transfer agent and regulatory

4,191

3,912

19,390

12,894

Wages and benefits

1,975

21,541

6,670

55,780

Loss from operations

(145,185)

(131,574)

(408,849)

(402,668)

Other income (expenses)

(349,875)

Gain (loss) on non-cash derivative liabilities

1,181,978

(325,725)

1,214,683

Convertible debenture accretion expense

(136,010)

(123,605)

(403,866)

(322,661)

Total other income (expenses)

1,045,968

(449,330)

810,816

(672,536)

Net income (loss) and comprehensive income (loss)

$

900,783

$

(580,904)

$

401,967

$

(1,075,204)

The factors affecting the changes in net loss primarily consisted of:

Expenses associated with convertible debentures

The derivative liabilities of the Company are carried at fair value, which fair value is derived by the use of binomial option models. During Q3 2023 and YTD 2023, the exercise price of units on the Series A and D debentures increased from $0.07 to $0.10. In addition to this, the Company's share price reduced relative to the prior periods. Both of these factors contributed to a lower fair value of the liability as determined by the option valuation model.

Share-based compensation

Share-based compensation increased by $26,204 and $30,678, respectively when comparing Q3 2023 to Q3 2022 and YTD 2023 to YTD 2022. The increase in both periods is related to the fact that during Q2 2023, the Company granted 1,540,000 stock options compared to nil stock options granted in 2022. The share-based compensation in the comparative periods primarily relates to the vesting of 1,045,000 (of which approximately three-quarters had vested in YTD 2022) of stock options granted during FY2021.

Liquidity, Capital Resources and Going Concern

While the condensed consolidated interim 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 could result in a material uncertainty casting significant doubt on the validity of this assumption. For the period ended

Page 3

Oceanic Iron Ore Corp.

Management's Discussion and Analysis of Financial Condition and Results of Operations For The Three and Nine Months Ended September 30, 2023 and 2022

September 30, 2023, the Company had an accumulated deficit of $33,521,117 a working capital deficit of $1,436,646.

The Company's ability to continue on a going concern basis for and 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 impacts of any global pandemics, as and if they arise, investor perceptions and expectations, the retention of key executive management and the state of global financial and metals markets.

The Company's net assets and working capital position(1) were as follows:

As at

As at

September 30, 2023

December 31, 2022

$

$

Assets

Cash

367,710

662,818

Other current assets

15,604

12,845

Current assets

383,314

675,663

Mineral properties

44,340,533

44,178,442

TOTAL ASSETS

44,723,847

44,854,105

Liabilities

Current liabilities

1,819,960

1,789,325

Non-current liabilities

2,922,726

3,857,218

TOTAL LIABILITIES

4,742,686

5,646,543

NET ASSETS

39,981,161

39,207,562

WORKING CAPITAL DEFICIT (1)

(1,436,646)

(1,113,662)

  1. Working capital is calculated as current assets less current liabilities

The changes in the Company's net assets and working capital position were primarily the result of the non- cash fair value losses associated with the convertible debentures. Cash reductions on a quarterly basis are kept to a minimum while the Company seeks to secure a strategic partner to further advance the Hopes Advance project.

Page 4

Oceanic Iron Ore Corp.

Management's Discussion and Analysis of Financial Condition and Results of Operations For The Three and Nine Months Ended September 30, 2023 and 2022

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

Q3 2023

Q3 2022

YTD 2023

YTD 2022

Cash used in operating activities

$

(98,071)

$

(520,403)

$

(220,333)

$

(597,981)

Cash used in investing activities

(42,273)

(36,022)

(74,775)

(66,072)

Cash provided by financing activities

-

1,210,576

-

1,076,486

Change in cash during the period

(140,344)

654,151

(295,108)

412,433

Cash, beginning of period

508,054

51,444

662,818

293,162

Cash, end of period

$

367,710

$

705,595

$

367,710

$

705,595

The Company's undiscounted commitments as at September 30, 2023 were as follows:

Less than 1 year

1 -3 years

More than 3 years

Total

Accounts payable and accrued liabilities

$

262,526

$

-

$

-

$

262,526

Due to related parties

388,205

-

-

388,205

Convertible debenture - liability component

1,243,027

2,081,703

2,119,275

5,444,005

Advance royalty payable

200,000

400,000

400,000

1,000,000

$

2,093,758

$

2,481,703

$

2,519,275

$

7,094,736

As at September 30, 2023, the convertible debentures and non-cash derivative liabilities have a combined carrying value of $3,404,129, representing the discounted face value of the debentures of $3,736,312 and the fair value of the non-cash embedded derivative liability of $2,236,713, offset by the deferred loss balance of $2,568,896.

The total future cash outflows associated with the repayment of the principal of the Series A Debentures ($760,000), Series B Debenture ($837,500), Series C Debentures ($1,557,548) and Series D Debentures ($1,205,000) cannot exceed the combined amount of principal of $4,360,048. As the conversion price of the Series A Debentures ($0.10/unit), Series B Debenture ($0.10/unit), Series C Debentures ($0.19/unit) and Series D Debentures ($0.10/unit) exceeds the Company's share price at September 30, 2023 ($0.065/share), future cash outflows associated with the redemption of the all of the debentures could be as high as $4,360,048.

Interest associated with the debentures above are settable in cash or common shares quarterly, at the election of the Company.

On January 3, 2023, the Company elected to settle $94,107 in accrued interest payable under the Company's previously issued convertible debentures through the issuance of 1,344,374 common shares of the Company, at a price of $0.07 per share.

On March 31, 2023, the Company elected to settle $92,970 in accrued interest due under the Company's previously issued convertible debentures through the issuance of 1,093,760 common shares of the Company, at a price of $0.085 per share.

On June 30, 2023, the Company elected to settle $92,970 in accrued interest due under the Company's previously issued convertible debentures through the issuance of 1,328,141 common shares of the Company, at a price of $0.07 per share.

On October 2, 2023, the Company elected to settle $92,868 in accrued interest due under the Company's previously issued convertible debentures through the issuance of 1,428,735 common shares of the Company, at a price of $0.065 per share (see Subsequent Events discussion).

Page 5

Oceanic Iron Ore Corp.

Management's Discussion and Analysis of Financial Condition and Results of Operations For The Three and Nine Months Ended September 30, 2023 and 2022

The fair value of the non-cash embedded derivative does not represent a future cash liability to the Company.

Off-Balance Sheet Arrangements

As at September 30, 2023, the Company had no off-balance sheet arrangements.

Summary of Quarterly Results

Below is a summary of results for the eight most recently completed quarters in accordance with IFRS:

September 30,

June 30,

March 31,

December 31,

2023

2023

2023

2022

Revenues (Note 1)

$

-

$

-

$

-

$

-

Share-based compensation

$

(32,924)

$

(43,660)

$

-

$

(4,482)

Loss from operations

$

(145,185)

$

(154,855)

$

(108,809)

$

(178,226)

Gain (loss) on non-cash derivative liabilities

$

1,181,978

$

1,021,577

$

(988,872)

$

325,317

Net income (loss)

$

900,783

$

732,041

$

(1,230,856)

$

15,297

Basic income (loss) per share

$

0.01

$

0.01

$

(0.01)

$

0.00

Diluted income (loss) per share

$

0.01

$

0.01

$

(0.01)

$

0.00

September 30,

June 30,

March 31,

December 31,

2022

2022

2022

2021

Revenues (Note 1)

$

-

$

-

$

-

$

-

Share-based compensation

$

(6,720)

$

(17,018)

$

(22,168)

$

(39,871)

Loss from operations

$

(131,574)

$

(134,193)

$

(136,901)

$

(188,659)

Gain (loss) on non-cash derivative liabilities

$

(325,725)

$

887,306

$

(911,456)

$

2,618,206

Net income (loss)

$

(580,904)

$

652,936

$

(1,147,236)

$

2,331,903

Basic income (loss) per share

$

(0.01)

$

0.01

$

(0.01)

$

0.03

Diluted income (loss) per share

$

(0.01)

$

0.01

$

(0.01)

$

0.02

Note 1 - As the Company has yet to make a development decision or achieve commercial production from its mineral related assets, the Company has no revenue to report during the financial reporting periods noted above.

As demonstrated in the above table, the differences in net income (loss) from one quarter to another is predominantly due to the non-cash losses or gains recognized on the fair value adjustments to the derivative liability component contained in the convertible debentures. The Company uses binomial option pricing models to value the derivative component of the convertible debentures which relies on a combination of observable and unobservable market inputs (including changes in the Company's share price from one period-end to another).

Fluctuations in loss from operations are also impacted by changes in the amount of share-based compensation recognized in any particular period. The amount of share-based compensation varies predominantly based on (i) the number of stock options granted during a fiscal year and (ii) the price of the Company's common shares at the grant date.

Page 6

Oceanic Iron Ore Corp.

Management's Discussion and Analysis of Financial Condition and Results of Operations For The Three and Nine Months Ended September 30, 2023 and 2022

Critical Accounting Policies and Critical Accounting Estimates

Full disclosure of the Company's accounting policies and significant accounting judgments and estimation uncertainties in accordance with IFRS can be found in Note 3 of the Company's Annual Financial Statements.

Financial Instruments and Other Instruments

Financial Risk Management

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board approves and monitors the risk management processes.

Credit Risk

Credit risk arises from the potential for non-performance by counterparties of contractual financial obligations. The Company's exposure to credit risk is on its cash and receivables. The Company has concentration of risk with respect to cash being held with one large Canadian financial institution. The Company's credit risk is mitigated by maintaining its financial liquid assets with highly reputable counterparties. The maximum exposure to credit risk is equal to the carrying value of the financial assets noted above.

Liquidity Risk

Liquidity risk is the risk that the Company cannot meet its obligations as they fall due. The Company's cash is invested in business accounts and are available on demand. The Company manages liquidity risk by preparing and maintaining cash forecasts, which illustrate cash spent to date and the Company's cash needs over the short term. Contractual undiscounted cash flow requirements for financial liabilities as at September 30, 2023 are included in the "Liquidity and Capital Resources" section of this MD&A.

The Company's ability to continue operations in the normal course of business is dependent on several factors, including the ability to secure additional financing.

Market Risk

Market risk is the risk that the fair market value of the Company's financial instruments will significantly fluctuate due to changes in market prices. The value of the financial instruments can be affected by changes in interest rates, foreign exchange rates and equity and commodity prices. The Company is exposed to market risk on its cash balances. The Company manages market risk by investing funds with a reputable financial institution that provides competitive rates of return.

The Company's financial instruments are not subject to significant fluctuation due to changes in equity prices of investments included in commodity prices or foreign exchange rates.

The Company also invests surplus cash in fixed rate term deposits. It is the Company's policy to reduce interest rate risk over future cash flows through the use of instruments with a history of returns. A 1% change in interest rates would have a negligible impact on net loss and comprehensive loss.

Page 7

Oceanic Iron Ore Corp.

Management's Discussion and Analysis of Financial Condition and Results of Operations For The Three and Nine Months Ended September 30, 2023 and 2022

Fair value

Fair value is based on available public market information or, when such information is not available, estimated using present value techniques and assumptions concerning the amount and timing of future cash flows and discount rates which factor in the appropriate credit risk. The carrying values of cash, receivables, accounts payable and accrued liabilities, and due to related parties approximate their fair values due to their short-term nature. The advance royalty payable and the embedded derivative liability component of the convertible debentures are measured at fair value under a level 3 hierarchy due to certain inputs that are not based on observable market data.

Related Party Transactions and Key Management Compensation

Key management compensation

Key management includes the Company's directors (Messrs. Steven Dean, Gordon Keep, Hon. John D. Reynolds P.C., Thomas Lau and Ms. Cathy Chan), Chief Executive Officer (Mr. Bing Pan), Chief Financial Officer (Mr. Gerrie van der Westhuizen, effective January 1, 2023). The amounts for the three and nine months ended September 30, 2022 included the compensation paid to the former Chief Financial Officer, Mr. Chris Batalha, who resigned effective December 31, 2022. Compensation awarded to key management is presented in the table below:

Three months ended

Three months ended

Nine months ended

Nine months ended

September 30, 2023

September 30, 2022

September 30, 2023

September 30, 2022

Directors' fees

$

7,500

$

7,500

$

22,500

$

15,000

Consulting and management fees

73,750

58,750

221,250

176,250

Wages and benefits

-

15,000

-

30,000

Share-based payments

26,083

6,157

60,671

38,995

$

107,333

$

87,407

$

304,420

$

260,245

Payments for services by related parties

During each of the three and nine months ended September 30, 2023 and 2022, the Company incurred corporate consulting fees of $28,750 and $86,250, respectively to Sirocco Advisory Services Ltd. ("Sirocco"), a company controlled by a director and officer of the Company. As at September 30, 2023, the Company owed $115,000 to Sirocco relating to unpaid consulting fees (December 31, 2022 - $28,750).

During each of the three and nine months ended September 30, 2023 and 2022, the Company incurred corporate consulting fees of $15,000 and $45,000, respectively to Sinocan Consultant Hong Kong Ltd. ("Sinocan"), a company controlled by an officer of the Company. As at September 30, 2023, the Company owed $nil to Sinocan relating to unpaid consulting fees (December 31, 2022 - $10,000).

During the three and nine months ended September 30, 2023, the Company incurred corporate consulting fees of $15,000 and $45,000, respectively (for the three and nine months ended September 30, 2022 - $nil) to Timbavati Consult ("Timbavati"), an entity controlled by an officer of the Company. As at September 30, 2023, the Company owed $45,000 to Timbavati relating to unpaid consulting fees (December 31, 2022 - $nil).

During each of the three and nine months ended September 30, 2023 and 2022, the Company incurred corporate consulting fees of $15,000 and $45,000, respectively to Fiore Management & Advisory Corp. ("Fiore"), a company controlled by a director of the Company. As at September 30, 2023, the Company owed $63,000 to Fiore relating to unpaid consulting fees (December 31, 2022 - $15,750).

Page 8

Oceanic Iron Ore Corp.

Management's Discussion and Analysis of Financial Condition and Results of Operations For The Three and Nine Months Ended September 30, 2023 and 2022

As at September 30, 2023, the Company owed $80,000 in directors' fees to certain directors of the Company (December 31, 2022 - $57,500). As at December 31, 2022, the Company also owed unpaid salaries and benefits of $15,000 to a former officer of the Company.

The Company was charged shared lease, overhead and service costs by Artemis Gold Inc. ("Artemis"), a company with common management and directors. For the three and nine months ended September 30, 2023, the Company incurred $4,978 and $14,864, respectively (for the three and nine months ended September 30, 2022 - $5,104 and $15,817, respectively) in shared lease, overhead and service costs. As at September 30, 2023, the Company owed $85,205 to Artemis (December 31, 2022 - $69,598).

All related party transactions were made on terms equivalent to those that prevail in arm's length transactions.

Outstanding Share Data

As at the date of this MD&A, there were 105,363,807 common shares issued and outstanding.

As at the date of this report, there were 8,325,000 stock options and 19,714,285 common share purchase warrants.

As at the date of this MD&A, the Company also had the following convertible debentures outstanding:

  • Series A Debentures - $760,000 convertible into units at a conversion price of $0.10 per unit. Each unit will consist of 1 common share of the Company and 1 common share purchase warrant of the Company, with each whole warrant entitling the holder to purchase one common Share at a price of $0.07 per common Share and mature on September 26, 2027.
  • Series B Debenture - $837,500 convertible into units at a conversion price of $0.10 per unit. Each unit will be comprised of one common share and one share purchase warrant exercisable into one common share of the Company at a price of $0.05 per common share and mature on November 29, 2023.
  • Series C Debentures - $1,557,548 convertible into units at a conversion price of $0.19 per unit. Each unit will be comprised of one common share and one share purchase warrant exercisable into one common share of the Company at a price of $0.19 per common share and mature on March 10, 2026.
  • Series D Debentures- $1,205,000 convertible into units at a conversion price of $0.10 per unit. Each unit will consist of 1 common share of the Company and 1 common share purchase warrant of the Company, with each whole warrant entitling the holder to purchase one common Share at a price of $0.07 per common Share and mature on September 26, 2027.

Subsequent Events

On October 2, 2023, the Company elected to settle an aggregate of $92,868 in accrued interest payable under the Company's previously issued convertible debentures through the issuance of 1,428,735 common shares of the Company, at a price of $0.065 per share.

Subsequent to September 30, 2023, the Company agreed to replace the existing Series B Debenture with a new debenture ("Replacement Debenture") on the maturity date of November 29, 2023, subject to regulatory approval. The terms of the Replacement Debenture will be the same as the existing Series B Debenture, other than the warrant exercise price will be $0.07 per common share and the maturity date will be on November 29, 2028.

Page 9

Oceanic Iron Ore Corp.

Management's Discussion and Analysis of Financial Condition and Results of Operations For The Three and Nine Months Ended September 30, 2023 and 2022

Subsequent to September 30, 2023, the Company reached agreements to settle its 2023 advance NSR payments with its two NSR holders ("154619" and "SPG"). The Company will settle its 2023 advance NSR payment of $100,000 payable to 154619 through a cash payment of $50,000, with the remaining balance of $50,000 to be deferred until November 30, 2024. The Company will settle its 2023 advance NSR payment of $100,000 payable to SPG through a cash payment of $25,000 and through the issuance of 1,153,846 common shares, subject to regulatory approval.

Risks and Uncertainties

The Company is in the business of acquiring, exploring and, if warranted, developing and exploiting natural resource properties. At present, the mineral properties owned by the Company are located in Québec, Canada. Due to the nature of the Company's proposed business and the present stage of exploration of its mineral properties (which are primarily exploration), the Company is subject to significant risks. For details of these risks, refer to the risk factors set forth in the Company's most recently filed Annual Financial Statements, which can be found under the Company's corporate profile on SEDAR+ at www.sedarplus.ca. Management is not aware of any significant changes to the risks identified in the Company's most recently filed Annual Financial Statements nor has the Company's mitigation of those risks changed significantly during the three and nine months ended September 30, 2023. These risks and the risk factor described below could materially affect the Company's business, future prospects and share price and could cause actual events to differ materially from those described in forward-looking statements relating to the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair the business, future prospects and share price of the Company. If any of the risks actually occur, the business of the Company may be harmed, and its financial condition and results of operations may suffer significantly.

Going Concern

The Interim Financial Statements have been prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. Factors that may impact the Company's ability to continue as a going concern are described in the Liquidity, Capital Resources and Going Concern section of this MD&A. The financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumption deemed to be inappropriate, and these adjustments could be material.

Forward Looking Statements

This document includes certain "Forward-Looking Statements" as that term is used in applicable securities law. All statements included herein, other than statements of historical fact, including, without limitation, statements regarding potential mineralization and resources, exploration results, and future plans and objectives of the Company, are forward-looking statements that involve various risks and uncertainties. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "scheduled", "believes", or variations of such words and phrases or statements that certain actions, events or results "potentially", "may", "could", "would", "might" or "will" be taken, occur or be achieved. There can be no assurance that such statements will prove to be accurate, and actual results could differ materially from those expressed or implied by such statements. Forward-looking statements are based on certain assumptions that management believes are reasonable at the time they are made. In

Page 10

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Oceanic Iron Ore Corp. published this content on 23 November 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 November 2023 12:30:08 UTC.