Pancontinental Resources : Q2 - 2022 MDA

PANCONTINENTAL RESOURCES CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

(for the six month period ended June 30, 2022)

August 29, 2022

INTRODUCTION

This management's discussion and analysis ("MD&A") has been prepared by Pancontinental Resources Corporation's ("Pancon" or the "Company") management and provides a review of the Company's operating and financial performance for the six-month period ended June 30, 2022, as well as a view of future prospects. The MD&A should be read in conjunction with Pancon's unaudited condensed interim consolidated financial statements for the six- month period ended June 30, 2022; and. audited consolidated financial statements for the year ended December 31, 2021. Additional information related to the Company is filed electronically on the System for Electronic Document Analysis and Retrieval (SEDAR) and is available online at www.sedar.com.

Basis of presentation

Pancon's consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All dollar amounts are expressed in Canadian dollars, unless otherwise noted.

This MD&A may contain forward-looking statements, which may be influenced by factors described in the "Cautionary Statements" section of the MD&A. The "Risks and Uncertainties" section of this MDA further describes other factors that could cause results or events to differ from expectations.

Qualified Person ("QP")

Since September 8, 2021, Pancon's Qualified Person ("QP") for the Brewer and Jefferson Projects, and for verifying all related technical data presented in the MD&A, has been and is Patrick Quigley, MSc, CPG-12116, a QP under National Instrument 43-101 "Standards of Disclosure For Mineral Projects." Patrick serves as Pancon's Senior Geologist and Exploration Manager. Prior to September 8, 2021, both Richard "Criss" Capps, PhD, CPG, and Mr. Tom Quigley, MSc, CPG, served as temporary QPs for the Company.

CORPORATE PROFILE

Pancon is a Canadian junior mining company focused on exploring the prolific and underexplored Carolina Slate Belt in Chesterfield County, South Carolina, USA. In January 2020, Pancon won the exclusive right to explore the former Brewer Gold Mine property, which encompasses approximately 1,000 acres. Between 1987-1995, Brewer produced 178,000 ounces of oxide goldfrom open pits that extended to 65-metre depths, where copper and gold- rich sulphides were exposed but could not be processed by the oxide heap leach processing facility (Zwaschka, M. and Scheetz J.W., 1995, Detailed Mine Geology of the Brewer Gold Mine, Jefferson, South Carolina, Society of Economic Geologists). Prior to Pancon's involvement, Brewer had not been explored since 1997, and most of the tools used previously to explore the property have since been updated with more advanced technologies. Brewer is a high sulphidation system driven by a sub-volcanic intrusive and possibly connected to a large copper-gold porphyry system at depth, as indicated by: widely known prospective geology, including diatreme breccias; associated high sulphidation alteration; gold and copper mineralization; and geophysics (Schmidt, R.G., 1978, The Potential for Porphyry Copper- Molybdenum Deposits in the Eastern United States, U.S. Geological Survey). Pancon's 100%-owned,1,919-acre Jefferson Gold Project nearly completely surrounds the 1,000-acre former Brewer Gold Mine property, and both Jefferson and Brewer are located 15 kilometers northeast along trend from the producing Haile Gold Mine, which produced 190,000 ounces of gold in 2021 (https://oceanagold.com/operation/haile/).

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PANCONTINENTAL RESOURCES CORPORATION

Management's Discussion & Analysis

(for the six month period ended June 30, 2022)

HIGHLIGHTS

Brewer Gold and Copper Project

During Q1 2022, Pancon completed and released its comprehensive Geological Compilation & Discovery Model. Effective March 21, 2022, the term of the Brewer option agreement was extended to December 31, 2024, with no additional expenditure requirements.

On July 12, 2022, Pancon acquired the right to extend the term of the Brewer option agreement through to December 31, 2030. According to the July 11, 2022, amendment to the Brewer Option Agreement, the Company shall pay up to US$1.4 million per year to extend the option period for 2025, 2026 and 2027 in order to cover the government's ongoing site management costs. To extend the option period through 2028, the Company must demonstrate it has spent at least US$9 million on exploration activities at Brewer since April 1, 2020, when the Option Period began, and pay up to US$1.5 million for the year. To extend the Option Period through each of 2029 and 2030, the Company must demonstrate it spent at least US$1.5 million on exploration activities at Brewer the previous calendar year, and also pay up to US$1.5 million per year.

Financing activity

On April 19, 2022, the Company closed the first tranche of a best efforts brokered private placement for gross proceeds of $1,245,200 by issuing 15,565,000 units at $0.08 per unit. On May 13, 2022, the Company closed the second and final tranche of the private placement for additional gross proceeds of $376,000 by issuing 4,700,000 units. The Company received total gross proceeds of $1,621,200 and issued a total of 20,265,000 units. Each unit consists of one common share and one common share purchase warrant. Each unit warrant entitles the holder thereof to purchase one additional common share at an exercise price of $0.14 for a period of 24 months from closing.

COVID-19 Pandemic

In March 2020, the World Health Organization declared a global pandemic related to COVID-19. Its impact on global economies has been far-reaching, and businesses around the world had to cease or limit operations for long or indefinite periods of time. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown.

It is not possible to reliably estimate the duration and severity of the COVID-19 pandemic, nor its impact on the financial position and results of the Company in future periods. Pancon has taken measures to contain the spread of COVID-19 and is proceeding with its exploration activities, as long as the work environment remains safe.

BREWER GOLD AND COPPER PROJECT - SOUTH CAROLINA, UNITED STATES

Property Description

The Brewer Gold and Copper Project ("Brewer" or the "Brewer Project") is an exploration-stage high sulphidation epithermal gold-copper project llocated on the prolific and underexplored Carolina Slate Belt in Chesterfield County, South Carolina. Brewer encompasses approximately 1,000 acres and is located on the same mineralized trend and 12 kilometres northeast of OceanaGold Corporation's operating Haile Gold Mine. Brewer is nearly completely surrounded by the Company's 100%-owned Jefferson Gold Project. Prior to Pancon's exploration program that began in 2020, Brewer had not been explored since 1997.

Gold was discovered at Brewer in the early 1800s. Between 1987 and 1995, the Brewer Gold Company ("BGC"), a United Kingdom entity, produced 178,000 ounces of gold from open pit mining operations that extended to 65- metre depths, where copper and gold-rich sulphides were exposed, but could not be processed by BGC's oxide heap leach processing facility. Brewer is a high sulphidation system driven by a sub-volcanic intrusive and possibly containing a large copper-gold porphyry system at depth, as indicated by: known prospective geology, including diatreme breccias; associated high sulphidation alteration; gold and copper mineralization; and, geophysics (Schmidt,

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PANCONTINENTAL RESOURCES CORPORATION

Management's Discussion & Analysis

(for the six month period ended June 30, 2022)

R.G., 1978, The Potential for Porphyry Copper-Molybdenum Deposits in the Eastern United States, US Geological Survey). Historic drill results and mining operations at Brewer focused on near-surface, oxide gold mineralization and not on the disseminated and massive sulphide mineralization at depth which was encountered in the deeper holes.

BGC mined more than 12 million tons of mineralized material and waste rock from two open pits until 1995, when mining operations ceased. From 1995 to1999, BGC performed initial reclamation activities under the direction of the South Carolina Department of Health and Environmental Control ("S.C. DHEC"). BGC was unsuccessful in achieving the goal of a fully-reclaimed, clean site, and ultimately informed the S.C. DHEC that it intended to abandon the site. In 1999, BGC abandoned the site, leaving the S.C. DHEC and the U.S. Environmental Protection Agency ("EPA") to handle reclamation activities and address conditions posing environmental risk.

BGC's abandonment of the property left the S.C. DHEC and the EPA with no options for addressing water quality threats from the site other than using the Comprehensive Environmental Response, Compensations and Liability Act ("CERCLA") response actions funded by the S.C. DHEC and the EPA. The S.C. DHEC and EPA retained access to the property for purposes of constructing, operating, and maintaining the wastewater treatment plant and otherwise carrying out the CERCLA remedy. In 2005, Brewer was designated an EPA Superfund site as per the CERCLA.

In 2019, the S.C. DHEC, with the support of the EPA, sought the appointment of a Receiver (a legal construct similar to a trustee) for the former Brewer Gold Mine to facilitate the leasing, sale or other use or disposition of the abandoned property, including potential renewal of mineral exploration and mining development.

Option Agreement

In January 2020, Pancon, in co-operation with Environmental Risk Transfer LLC ("ERT"), was awarded the right to explore the highly prospective former Brewer Gold Mine property. On March 1, 2020, Pancon entered into a mining lease with an option to purchase (the "Option Agreement") with Brewer Gold Receiver, LLC (the "Receiver"). The initial option term of the Option Agreement was 24 months, which was extended from 18 months, commencing on April 1, 2020. Pancon expended the requisite US $2 million on exploration and environmental due diligence during the initial option term, and effective March 21, 2022, the option term was extended to December 31, 2024 with no additional expenditure requirements.

On July 11, 2022, Pancon and the Receiver amended the Option Agreement to provide the Company with the right to extend the option term up to December 31, 2030, subject to the following:

1. To extend the option term to December 31, 2027, the Company shall pay up to a maximum of US $1.4 million per year for 2025, 2026 and 2027, in quarterly instalments of US $350,000, to the SC DHEC and the US EPA to cover continuing site management costs.
2. To extend the option term to December 31, 2028, the Company shall:
3. • expend at least US $9 million (June 30, 2022 - expended approximately US $3.67M) on exploration activities since commencement of the initial option term; and,
   • pay up to a maximum of US $1.5 million, in quarterly payments of US $375,000, to the SC DHEC and the EPA to cover continuing site management costs.
4. To extend the option term up to December 31, 2029, and to December 31, 2030, respectively, the Company shall:
5. • expend at least US $1.5 million on exploration activities in the immediately prior year; and,
   • pay up to a maximum of US $1.5 million per year, in quarterly payments of US $375,000, to the SC DHEC and the EPA to cover continuing site management costs.

The Company has the right to exercise its option to purchase Brewer at any time within the option term.

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PANCONTINENTAL RESOURCES CORPORATION

Management's Discussion & Analysis

(for the six month period ended June 30, 2022)

During the option term, Pancon will design and implement the exploration program and has a co-operation arrangement with ERT (an industry leader providing environmental risk-transfer solutions to eliminate environmental liabilities) in order, to implement the environmental due diligence required to determine the Superfund liability at Brewer.

Pursuant to the Option Agreement, the components of the purchase price for Brewer consist of:

1. The cost of environmental remediation and financial assurance for assuming ownership of all past environmental liability at Brewer, which will be a number based on ERT's environmental due diligence during the option term that will provide input to upcoming negotiations with the Receiver, S.C. DHEC and the EPA; and,
2. Half (50%), estimated to be in the order of US $15 million, of total past costs incurred by the S.C. DHEC and the EPA to clean and manage Brewer since 2000, which, according to Pancon's and ERT's winning proposal, will be paid after future mining operations are commissioned, in ten annual instalments of 10%, and conditioned on the future mine operator's ability to pay based on a profit formula to be determined by the parties.

These components will be finalized in a purchase and sale agreement, which will supersede the Option Agreement, and which will utilize input from ERT's environmental due diligence and ERT's and Pancon's negotiations with the Receiver, S.C. DHEC and the EPA.

Environmental Risk Transfer LLC

In response to increasing shareholder and stakeholder demands for increased environmental stewardship and responsibility, as well as a state and federal regulatory focus on site closure in connection with financial and environmental liability, the Waterfield Group and Environmental Operations, Inc. (EOI) created Environmental Risk Transfer LLC (ERT) to provide complex environmental risk-transfer solutions for corporations that wish to cost- effectively eliminate all environmental liability. In this situation ERT would assume the long-term risks associated with the Superfund liability. ERT's ongoing success at Missouri Cobalt LLC - a former and current EPA Superfund site now owned and operated by an ERT affiliate - has won praise from the EPA as a positive example of transforming formerly contaminated sites into hubs of economic activity promoting redevelopment and community revitalization.

During 2020 and 2021, Pancon paid a total of US $250,000 to ERT to perform environmental due diligence, which is required in order to finalize a purchase and sale agreement for the Brewer Project.

Exploration Plans

Pancon's goal is to discover new gold and new gold-copper mineralization under and/or nearby the former gold mine and to assess gold content in the reclaimed Brewer pit. To achieve this goal the Company has four objectives: 1) to understand, through iterative data analysis, the probable location of gold and gold-copper mineralization near-surface and at depth; 2) to find, through drilling, in-pit new gold and new gold-copper mineralization; 3) to expand, through more drilling, the size and shape of new gold and new gold-copper mineralization; and 4) to demonstrate, through data modeling, Brewer's economic potential.

Exploration work and results to date have enabled Pancon to advance Brewer's three value drivers:

• Quickly remediate the waste and monetize the gold contained in the reclaimed former mined pits.
• Define and develop a maiden gold-copper resource below and near the former mine.
• Use Pancon's Geologic Compilation and Discovery Model of the Brewer-Jefferson system to discover a large copper-gold porphyry deposit.

Based on the Company's current understanding of what a realistic implementation schedule will be in light of COVID- 19, the following summarizes the Brewer exploration plan. The schedule may be modified as needed in order to follow government protocols and to ensure Company activities keep all employees, contractors, suppliers and community members safe from COVID-19.

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PANCONTINENTAL RESOURCES CORPORATION

Management's Discussion & Analysis

(for the six month period ended June 30, 2022)

To date, the Company has been working according to the following:

• Improve knowledge of Brewer mineralogy by using short-wave infrared (SWIR) spectral analysis and petrographic examination on historic and recent drill core - ongoing.
• Ongoing compilation, integration and analysis of historic and new geophysical, geochemical and geologic data.
• Conduct new geophysics (ground magnetics, gravity, resistivity/induced polarization) - completed in early July 2020.
• Conduct shallow validation and exploration drilling using rotary air blast (RAB) drills - completed Phase 1 in early September 2020 and Phase 2 in early July 2021.
• Based on historic data compilation together with new geophysical, geochemical, geological and mineralogical data and interpretation, refresh the Company's Geological & Discovery Model for the Brewer mineralizing system.
• Commenced Phase 1 of sonic and diamond drilling in early November 2020. Drilled 7 holes and approximately 2,700 meters, and concluded Phase I at the end of January 2021.
• Produced assay, geochemical and hyperspectral mineralogy data from Phase 1 drill core, the results of which were reported on March 2, 2021 and April 27, 2021.
• Conducted follow-uptime-domain electromagnetic (TDEM) downhole and surface geophysics in March-April 2021. Produced historic blast hole model for main pit and B6 pit in March-April 2021.
• Commenced Phase 2 of sonic and diamond drilling in early April 2021.
• In April-May 2021, collected outcrop surface samples across the Brewer and Jefferson projects, to provide additional geological, geochemical and mineralogical information about the larger mineralized system.
• Completed Phase 2 of shallow rotary air blast (RAB) drilling, including 104 holes on the Brewer property.
• Reported results for diamond drill holes 8, 9 and 10 on July 26, 2021. Reported results for all 6 sonic drill hole results on August 11, 2021. Reported results for diamond drill holes 11 and 12 on August 31, 2021. Reported partial results for diamond drill hole 15 on September 8, 2021, and complete results for holes 13, 14 and 15 on November 24, 2021. Reported results for all 104 Phase 2 RAB drill holes on December 21, 2021.
• Utilized the refreshed Geological & Discovery Model for the Brewer Gold & Copper Project.
• Conducted a comprehensive dipole-dipole induced polarization (IP) geophysical survey at Brewer and Jefferson between May and July 2022, with detailed reporting on data and analysis interpretation in September 2022.
• Conduct more drilling on priority targets as determined by the Discovery Model and IP geophysics interpretation.

Exploration Activities

Pancon is following the exploration plans described above. Specifically, an effort to compile and integrate historic and new geologic, geochemical and geophysical data from Brewer is ongoing, and began in April 2020 when the Option Agreement commenced. In late May 2020, a modern geophysics program commenced, which included resistivity/induced polarization (IP), magnetic, and gravity geophysical surveys. It was the first time in nearly three decades that any scientific data has been produced using modern technology and tools at and around the former Brewer Gold Mine.

Pancon's geophysics work had two strategic objectives: (i) to better understand the local geology within the regional context; and (ii) to help locate gold and gold-copper targets with the ultimate goal of identifying one or more new potential gold and gold-copper deposits. Pancon's initial phase of geophysical surveys at the Brewer-Jefferson areas- of-interest ("AOI"), conducted between May 18, 2020 to July 1, 2020, included:

• Resistivity/IP: for detecting variation in alteration mineral assemblages (especially sulfides) and rock types down to approximately 225 meter depths;
• Ground magnetics: for mapping local variations in magnetic intensity related to rock types, structure, alteration and mineralization; and
• Gravity: for mapping density contrasts related to rock types, alteration and mineralization.

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