Sandfire Resources America : Q3 2022 MD&A

SANDFIRE RESOURCES AMERICA INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED MARCH 31, 2022

SANDFIRE RESOURCES AMERICA INC.

Management Discussion and Analysis

For the nine months ended March 31, 2022

TABLE OF CONTENTS

1.	Executive Summary .................................................................................................	3
2.	Three Months Ended March 31, 2022 Highlights......................................................	3
3.	Selected Annual Information ....................................................................................	4
4.	Results of Operations...............................................................................................	4
5.	Summary of Quarterly Results .................................................................................	7
6.	Liquidity and Capital Resources ...............................................................................	8
7.	Off-Balance Sheet Arrangements and Commitments ...............................................	9
8.	Transactions with Related Parties ..........................................................................	10
9.	Changes in Accounting Policies .............................................................................	10
10.	Financial Instruments and Other Instruments .........................................................	11
11.	Business Operations ..............................................................................................	12
12.	Outstanding Share Data.........................................................................................	12
13.	Disclosure Controls ................................................................................................	13
14.	Forward-looking Statements...................................................................................	13
15.	Risk Factors ...........................................................................................................	15

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SANDFIRE RESOURCES AMERICA INC.

Management Discussion and Analysis

For the nine months ended March 31, 2022

Introduction

This Management Discussion and Analysis ("MD&A") of Sandfire Resources America Inc. (the "Company") has been prepared by management as of May 27, 2022 and should be read in conjunction with the accompanying consolidated financial statements and related notes thereto of the Company for the nine months ended March 31, 2022, which were prepared in accordance with the International Financial Reporting Standard ("IFRS") as issued by the International Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). All dollar figures are expressed in Canadian dollars unless otherwise stated. These documents and additional information on the Company are available on the Company's website at www.sandfireamerica.com or on SEDAR at www.sedar.com.

1. Executive Summary

Sandfire Resources America Inc. (the "Company") is focused on the exploration, development, and mining of its 100% owned flagship property, the Black Butte Copper Project in central Montana, USA. The Company plans to defend the permit, continue construction and operate a showcase underground copper mining operation using modern environmentally responsible mining and processing technologies to generate significant economic benefits for Montana and the Company's stakeholders.

On August 14, 2020, the Montana Department of Environmental Quality (the "MT DEQ") approved the Phase I Bonding for the underground Black Butte Copper project (the "Project") and issued a Final Mine Operating Permit allowing the Company the right to commence Phase I Development surface construction at the mine site.

2. Three Months Ended March 31, 2022 Highlights

The Company continued its 14,000m diamond drilling program over the Lowry Deposit which has an Inferred Mineral Resource of 8.3 million tonnes of 2.4% copper. Three rigs from American Drilling Corp. worked throughout the Quarter and two further rigs were hired from Ruen Drilling Inc. in December. The program is being delayed by difficult drilling conditions, Covid related absences and mechanical issues that are being exacerbated by supply chain issues. Note that the Lowry Deposit is not covered by the current Mine Operating Permit.

The Company continues to wait on a judgement from the District Court regarding a legal challenge to the Record of Decision which was lodged on June 4, 2020. Final submissions were lodged in October to the Hearings Examiner in the objection to the Company's water right modification application.

The Company signed a partnership agreement with Highlands College, Butte to develop a training pathway program for all Black Butte Copper Project employees.

The following table presents the total expenditures incurred on the Black Butte property to date:

		Black Butte
Resource Properties, net of currency translation	$	6,974,172
Accumulated Exploration and Project Support Costs project to date		65,691,401
Accumulated Engineering & Environment Costs project to date		9,840,840
Accumulated Mining Study Costs project to date		3,188,960
Total expenditure at June 30, 2021		85,695,373
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SANDFIRE RESOURCES AMERICA INC.

Management Discussion and Analysis

For the nine months ended March 31, 2022

Resource Properties		312,340
Resource Properties - currency translation		40,219
Exploration and Project Support Costs in the period		13,595,265
Total expenditures for the nine months ended March 31, 2022		13,947,824
Resource Properties, net of currency translation		7,326,731
Accumulated Exploration and Project Support Costs project to date		79,286,666
Accumulated Engineering & Environment Costs project to date		9,840,840
Accumulated Mining Study Costs project to date		3,188,960
Total expenditure at March 31, 2022	$	99,643,197

Exploration and evaluation costs incurred during the nine months ended March 31, 2022 and

2021 were as follows:

		2022		2021
Labor and short term benefits	$	2,863,251	$	1,272,096
Contractors and consultants		1,275,544		611,346
Evaluation		718,644		-
Permitting		650,175		697,259
Drilling		6,998,659		170,646
Metallurgy/Assays		315,338		149,357
Public relations		407,571		201,710
Supplies		127,637		31,950
Project travel		48,835		8,889
Rents and storage		99,722		33,841
Other		89,889		50,504
Total	$	13,595,265	$	3,227,598

3. Selected Annual Information

	Year Ended June 30,
	2021	2020	2019
Total revenues	$Nil	$Nil	$Nil
Loss for the year	$(10,982,148)	$(10,858,928)	$(14,194,658)
Comprehensive loss for the year	$(11,782,157)	$(10,631,969)	$(14,221,982)
Loss per share	$(0.01)	$(0.01)	$(0.02)
Total assets	$22,379,725	$9,451,074	$12,166,140
Total liabilities	$3,502,655	$8,810,344	$1,147,326

4. Results of Operations

Black Butte Copper

The Company incurred expenditures on the Black Butte Copper property during the nine months ended March 31, 2022 primarily due to water rights application, MT DEQ Mine Operating Permit defense, and set up for 2021/2022 exploration program.

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SANDFIRE RESOURCES AMERICA INC.

Management Discussion and Analysis

For the nine months ended March 31, 2022

Black Butte Copper exploration and evaluation costs increased to $13,595,265 during the nine month period ended March 31, 2022 (Q3 2022) from $3,227,598 during the nine months ended March 31, 2021 (Q3 2021). The Company continued to advance the project by analyzing data on the development of the Johnny Lee copper deposit and mobilization for the 2021/2022 Lowry drilling program.

Black Butte Copper Development

On October 25, 2019, the Company announced an updated Mineral Resources estimate for the Johnny Lee deposit which was used for the Feasibility Study. With a measured and indicated resource of 10.9 million tonnes and an average grade of 2.9% Copper ("Cu"), the Black Butte Copper Project's Johnny Lee Deposit is one of the highest grade Cu developments currently underway in the world. The Johnny Lee Deposit contains measured resources of 2.0 million tonnes with an average grade of 3.5% Cu for 69.1 thousand tonnes (152 million lbs.) of Cu and indicated resources of 8.9 million tonnes with an average grade of 2.7% Cu for 241.8 thousand tonnes (533 million lbs.) of Cu.

The Black Butte Project Feasibility Study was released October 27, 2020 and in December 2020, the Company announced and filed an independent technical report prepared under National Instrument 43-101 entitled "Sandfire Resources America Inc., Black Butte Copper Project, Feasibility Study (Johnny Lee Deposit) and Mineral Resource Estimate Update (Lowry Deposit) - Technical Report NI 43-101".

During Q3, 2020, the Company signed a construction contract for the commencement of a pre- construction surface earthworks program with MK Weeden, a Lewistown, Montana company. In addition, it signed a fencing contract with a local Meagher County business, Menard Construction Inc. These two contractors employed up to 45 Montanans on the early earthworks project that started in August 2020 and completed work in December 2020. The $4 million pre-construction earthworks program to construct the Portal Pad and the Brine & Contact Water Pond was successfully completed in December 2020 without any reportable safety or environmental incidents. The program employed over 60 employees and local contractors.

The Company successfully closed a Rights Offering on December 30, 2020 issuing 200,539,763 common shares of the Company at $0.15 per share for gross proceeds of $30,080,965, representing 100% of the total rights offered.

The Company entered into a contract with American Drilling Corp. commencing in August 2021 and Ruen Drilling Inc. commencing in December 2021 to complete 14,000m of diamond drilling over the Lowry deposit which has a reported Inferred Mineral Resource of 8.3 million tonnes of 2.4% copper. Note that the Lowry deposit is not covered by the current Mine Operating Permit.

Black Butte Copper Permitting

On March 11, 2019, the MT DEQ issued a Draft Environmental Impact Statement ("EIS") for the Company's Black Butte Copper Project. The public comment period was open for 60-days closing on May 10, 2019. The MT DEQ then commenced responding to the numerous comments raised by the public with assistance per request of the Company.

On March 13, 2020,

- MT DEQ issued a final EIS which signaled that the MT DEQ, and its independent third- party environmental consultants, had completed all environmental reviews related to Black Butte Copper and all issues raised during the public comment period had been responded

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