Rogue Resources : Q3 MD&A January 2022

Rogue Resources Inc.

Form 51-102F1

Management's Discussion and Analysis For the nine months ended January 31, 2022

This Management's Discussion and Analysis ("MD&A") has been prepared by management as of March 31, 2022 and should be read in conjunction with the audited financial statements of Rogue Resources Inc. ("Rogue" or the "Company"), for the quarter ended January 31, 2022, prepared in accordance with International Financial Reporting Standards ("IFRS"). All dollar figures are expressed in Canadian dollars unless otherwise indicated. Further information on the Company can be found on SEDAR atwww.sedar.com and the Company's website www.rogueresources.ca.

Cautionary Statement on Forward Looking Statements

This MD&A includes some statements that may be considered "forward-looking statements". All statements in this discussion that address the Company's expectations about future exploration and development are forward-looking statements. Although the Company believes the expectations presented in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploration successes, permitting successes, availability of capital and financing, and general economic, market, and business conditions. Readers are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. The forward looking statements herein are made as of the date of this MD&A only; Rogue does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law.

Comment Regarding the COVID-19 Pandemic

Rogue has been and will be impacted by the COVID-19 Pandemic ("the Pandemic"). The Company has been focused on the health and safety of our employees and has been practicing social distancing throughout the company. Management has been working remotely since February 2020 and our Operations teams at Rogue Stone have rigorous procedures to ensure they are following public health recommendations (the "Pandemic Protocol"). As part of the Pandemic Protocol, the Operations team members arrive in their personal vehicles, operate individual pieces of equipment, spend break time outside or back in their personal vehicles and use mobile phones to communicate with each other, with Management, and to coordinate delivery trucks that arrive to be loaded. The Pandemic Protocol has been discussed in detail with the Company's Board of Directors, which has been receiving regular updates regarding the course of business. The future course of the Pandemic remains unclear and there is a possibility that future outbreaks or sustained flareups may force government to take different action.

Similarly, the Company exports a large portion of its sales across the Canada-US border and the land border did not close to commercial traffic because of the Pandemic but, if this was to change, it would have a material impact on the Company's trajectory.

Corporate Summary and Overall Performance

Rogue Resources Inc. is a mining company focused on generating positive cash flow from assets. Not tied to any commodity, it looks at rock value and quality deposits that can withstand all stages of the commodity price cycle. The Company includes Rogue Stone-selling quarried limestone for landscape applications from two operating quarries in Ontario; Rogue Quartz- focused on advancing its silica/quartz business with the Snow White Project in Ontario and the Silicon Ridge Project in Québec; and Rogue Timmins with the gold potential at Radio Hill. Rogue is always searching for projects or mines that meet its criteria of "Grade, Stage and Jurisdiction."

Rogue Stone currently comprises two subsidiaries that own two quarries referred to as the Bobcaygeon and Orillia quarries. Production from the combined quarries satisfied the criteria for commercial production with an effective date of September 1, 2020.

Property acquisition, exploration and advancement was funded in the past through the issuance of shares to investors. Revenue from the limestone quarry business, which began in the 2020 fiscal year, is the Company's first revenue from mineral producing operations.

The Company is a reporting issuer in British Columbia and trades on the TSX Venture Exchange under the symbol "RRS." The final section of this MD&A provides a detailed history for all properties.

Highlights for the period May 1, 2021 to January 31, 2022 are as follows:

Rogue Stone- Ontario Limestone Quarries

• ● On August 31, 2021 the company secured operating rights on the Batty Quarry (referred to as "Shadow Lake") with access to the material being secured based upon set royalties per ton of material sold.

• ● Johnston Farm Quarry (referred to as "Bobcaygeon"); the Speiran Quarry (referred to as "Orillia") and Shadow Lake combined to sell 16,256 tons of limestone in the period from May 1, 2021 to January 31, 2022. These sales had a total product value of $1,345,606, averaging $83/ton.

• ● Bobcaygeon, Orillia and Shadow Lake combined to sell 34,139 tons of limestone in the period from September 1, 2020 to January 31, 2022. These sales had a total product value of $2,695,958, averaging $79/ton.

Rogue Quartz

• ● Snow White - marketing discussions continued with potential customers of the quartz, including in both the Commodity (silicon metal producers) and Specialty (fillers, countertops, etc.) customer segments.

• ● Silicon Ridge - the Company received a formal refusal from Québec 's Ministère des Forêts, de la Faune et des Parcs ("MFFP") regarding the permit application for the Company's Silicon Ridge Project ("Project"), located approximately 42 kilometres ("km") north of Baie-Saint-Paul, Québec, and 4 km northeast of Sitec's operating silica mine.

  As has been previously disclosed, soon after receiving the formal refusal from Québec's Ministère des Forêts, de la Faune et des Parcs ("MFFP") regarding the permit application, Rogue notified the Province of Québec that it plans to explore all legal options open to it, to protect the Company and secure fair compensation. Since that time the MFFP has not reconsidered and, the Company continues to explore options for fair compensation, including through litigation.

  On January 31, 2022, the Company decided to write-down the property's exploration costs to $nil to focus on its other properties. $5,659,993 in exploration costs were written off during the nine months ended January 31, 2022. Despite writing off the project from an accounting perspective, the Company continues to seek fair compensation from the Province of Québec and this accounting treatment will not impact that objective.

Rogue Timmins

• ● Langmuir - Mineral rights sold to EV Nickel Inc. ("EVNi") in March 2021.

• ● Radio Hill - includes prime 1,800 hectares of prospective land for gold mineralization now almost completely surrounded by a consolidated property package, owned by GFG Resources (GFG on the TSXV), which appears to contain the western extension of the Porcupine Destor Fault Zone.

Financing

• ● On December 10, 2021, the Company extended its $1,800,000 Debt Facility with the Credit Group. The Debt Facility is secured against all of the Company's assets and has been extended for 6 months to May 2022. The Debt Facility has interest-only payments until the principal is due in full at maturity, carrying an interest rate equal to the higher of prime plus 8.05% or 12%. There were no penalties or further fees related to the extension.

Selected Annual Information

The following table sets forth information of the Company at April 30th for each of the last three fiscal years prepared in accordance with IFRS. The selected financial information should be read in conjunction with the Audited Financial Statements of the Company.

2021	2020	2019
Other income/(expense)	$ 1,839,104	$ Nil	$ 1,159
Net income/ (loss)	1,111,866	(735,445)	(483,043)
Earnings/ (loss) per share	0.03	(0.04)	(0.03)
Total assets	17,108,314	14,678,062	10,756,589
Long term debt	1,508,319	2,618,834	Nil
Dividends	Nil	Nil	Nil

Results of Operations

Nine months ended January 31, 2022

For the nine months ended January 31, 2022 ("fiscal 2022"), the Company incurred net comprehensive loss of $(5,624,553) compared to a net comprehensive loss of $(222,227) during the nine months ended January 31, 2021 ("fiscal 2021"). The significant changes in revenue and expenses between the periods is a result of the following:

• ● An increase of sales to $1,345,606 and cost of goods sold to $693,598 (nine months ended January 31, 2021 - $921,809 in total sales and $484,689 in cost of goods sold)

• ● An increase of interest and accretion expense to $201,412 (nine months ended January 31, 2021 - $110,925) from adjustments after the loan extension;

• ● A loss of $5,659,993 on the write-off of exploration and evaluation assets (nine months ended January 31, 2021 - $nil).

• ● An increase in compensation and benefits to $257,930 (nine months ended January 31, 2021 - $143,178), as certain salary costs were capitalized to exploration and evaluation assets in the previous period.

Summary of Quarterly Results

The following table sets forth selected quarterly financial information for each of the last eight (8) quarters.

Period	Quarter Ending	Other Income (Expense) ($)	Net Income (Loss) ($)	Net Income (Loss) per Share ($)
Q3 - 2022	January 31, 2022	$ (5,597,587)	$ (5,728,255)	(0.16)
Q2 - 2022	October 31, 2021	(109,343)	(170,864)	0.00
Q1 - 2022	July 31, 2021	254,828	282,388	0.00
Q4 - 2021	April 30, 2021	1,839,103	1,336,048	0.05
Q3 - 2021	January 31, 2021	315	(5,101)	0.00
Q2 - 2021	October 31, 2020	7,239	(132,945)	(0.01)
Q1 - 2021	Jul 31, 2020	-	(86,136)	(0.01)
Q4 - 2020	April 30, 2020	-	(205,381)	(0.02)

Note: There were no discontinued operations or extraordinary items on the Company's financial statements during the above-mentioned periods.

The Company follows the guideline that Commercial Production begins once the project produces a designated percentage of planned output. Using industry norms, Rogue has determined that the "percentage" be >60% for three consecutive months. In the case of our limestone business, Rogue Stone's "planned output" is the combined licensed rate of 40,000 tonnes per year, or 3,333 tonnes per month. 60% of that value is 2,000 tonnes, or 2,200 tons. The Company considers that Rogue Stone reached "Commercial Production" on the first day of the calendar month immediately following three calendar months during which the business produced more than 60% of one-twelfth of the yearly licensed production rate, or >6,600 tons.

The Company reached commercial production with an effective date of September 1, 2020. Total sales for June-July-August were 6,987 tons (>6,600 tons) allowing Rogue Stone to reach Commercial Production.

Rogue Stone Operations

As of January 31, 2022, Bobcaygeon had completed 21 months of operations and sales including its pre-Commercial Production up until the end of August 2020. Orillia completed 17 months of operations and sales including its pre-Commercial Production up until the end of August 2020. During the quarter ended January 31, 2022, Rogue Stone:

• ● Sold 4,278 tons of limestone, for revenue of $331,548.

• ● Cost of goods sold excluding depreciation expense were $202,236 for the period.

Q3-2022	Q2-2022	Q1-2022	Q4-2021	Q3-2021	Q2-2021 (2 months)
Tons Sold	4,278	5,431	6,547	5,398	6,914	5,571
Revenue	$331,548	$441,537	$573,421	$433,693	$485,355	$435,744
Revenue / ton	$83	$81	$88	$80	$70	$78
Cost of Goods Sold	$202,236	$225,471	$264,650	$259,443	$255,136	$229,453
COGS / ton	$47	$42	$40	$48	$37	$41

Adjusted EBITDA- consolidated

Adjusted earnings before interest, tax and depreciation ("Adjusted EBITDA") were $1,294 compared to $74,474 for Q2-2022, $205,584 Q1-2022, and $35,169 for Q4-2021. (See Non-IFRS Performance Measures below for an explanation of Adjusted EBITDA).

Liquidity and Capital Resources

The Company is in the business of acquiring, exploring, advancing and operating mineral properties. The Company has not yet determined whether the properties contain ore reserves that are economically recoverable. The recoverability of the amounts shown for exploration and evaluation assets are dependent upon the existence of economically recoverable reserves, securing and maintaining title and beneficial interest in the properties, the ability of the Company to obtain necessary financing to complete the development of those reserves, and upon future profitable production or proceeds from the disposition of the exploration and evaluation assets.

The Company had a working capital deficit of $3,083,343 as at January 31, 2022, compared to a working capital deficit of $2,596,891 as at April 30, 2021. As at January 31, 2022, the Company's cash on hand was $45,844 (April 30, 2021 - $128,401). The Company has insufficient working capital to cover its current liabilities.

The Company has financed its operations primarily by the issuance of share capital but plans to transition to funding the continued operations of the Company through proceeds from the producing quarries.

Commitments

Since March 2020, the Company entered into eleven fleet leases for the two quarries. The fleet leases end starting from July 2023 to April 2025. The commitments for these leases are $967,000.

Off-Balance Sheet Arrangements

The Company has not entered into any off-balance sheet arrangements.

Transactions with Related Parties a) Compensation of key management personnel

The Company's key management personnel have authority and responsibility for planning, directing and controlling the activities of the Company and consist of its directors, President and Chief Executive Officer, VP Technical and Corporate Secretary, and Chief Financial Officer. Compensation of the directors, officers and/or companies controlled by these individuals for the nine months ended January 31, 2022 and 2021 were as follows:

2022	2021
Key management compensation	$	309,485	$ 291,645
Stock based compensation	10,881	44,974
Total compensation of key management personnel	$	320,366*	$ 336,620*

*Compensation of $39,685 (2021 - $66,264) have been capitalized under exploration and evaluation assets (see Note 8).

b) Related party balances

Amounts due to related parties amounted to $306,344 as at January 31, 2022 (April 30, 2021 - $647,956). Amounts due to related parties are unsecured, non-interest bearing and have no specific repayment terms.

c) Other related party transactions

During the quarter ended January 31, 2022, the Company incurred a total of $7,571 (April 30, 2021 - $37,388) related to legal services to a law firm in which a director of the Company is a partner.

The above transactions were in the normal course of operations and have been valued in these consolidated financial statements at the exchange amount, which is the amount of consideration established and agreed to by the related parties.