Sterling Metals : Q3 MANAGEMENT DISCUSSION AND ANALYSIS

STERLING METALS CORP.

MANAGEMENT DISCUSSION AND ANALYSIS

OF THE FINANCIAL POSITION AND RESULTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

Stated in Canadian Funds

Dated November 27th, 2023

STERLING METALS CORP.

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS

TO OUR SHAREHOLDERS

This management's discussion and analysis of the financial condition and results of operation ("MD&A") of Sterling Metals Corp. ("Sterling" or the "Company") should be read in conjunction with Sterling's unaudited interim condensed financial statements for the three and Nine months ended September 30, 2023, and 2022, and related notes therein.

Except as otherwise indicated, all financial data in this MD&A have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee ("IFRIC").

All dollar amounts in this MD&A are reported in Canadian dollars except where otherwise indicated. As of September 30, 2023, the Company had working capital of $4,394,957 and had reported a net loss of $1,393,559 for the nine months ended September 30, 2023, (net loss of $1,540,747 for the year ended December 31, 2022). The Company has yet to achieve profitable operations and has an accumulated deficit of $54,403,222 as of September 30, 2023. These continuing losses indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.

The Company is subject to risks and challenges similar to companies in a comparable stage of exploration and development. The Company's ability to continue as a going concern is dependent upon the ability to obtain financing and to ultimately achieve and maintain profitable operations. Should profitable operations not be achieved, the Company will be required to obtain supplementary funding. The ability of the Company to achieve these objectives cannot be assured at this time and accordingly, these matters may cast significant doubt on the Company's ability to continue as a going concern. The Company's consolidated financial statements do not reflect adjustments that would be necessary if the going concern assumption was not appropriate, in which case adjustments that could be material to the carrying values of the assets and liabilities, the reported expenses and the statement of financial position reclassifications would be necessary.

Further information about the company, its operations and other continuous disclosure documents, including the Company's press releases and interim quarterly reports are available through its filings with the securities regulatory authorities in Canada at www.sedar.comand are also available on the Company's website www.sterlingmetals.ca.

FORWARD-LOOKINGSTATEMENTS

This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as "forward-looking statements"). These statements relate to future events or the Company's future performance. All statements other than statements of historical fact are forward- looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement.

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STERLING METALS CORP.

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS

The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements.

Forward-Looking Information	Key Assumptions	Most Relevant Risk Factors
Future funding for ongoing	The Company will be able to raise	The Company has disclosed that this
operations	these funds	may be difficult and failure to raise
		these funds will materially impact
		the Company's ability to continue as
		a going concern

Inherent in forward-looking statements are risks, uncertainties, and other factors beyond the Company's ability to predict or control. Please also make reference to those risk factors in the "Risk Factors" section below. Readers are cautioned that the preceding table does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements, and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely to differ, and may differ materially from those expressed or implied by the forward- looking statements contained in this MD&A.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance, or achievements to be materially different from any of its anticipated results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward- looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward- looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

CORPORATE OVERVIEW

Sterling Metals Corp. is a mining and mineral exploration corporation focused on the discovery, acquisition, and development of potential mineral deposits globally.

The Company is listed on the TSX Venture Exchange (the "Exchange" or "TSX-V") where it trades under the symbol "SAG".

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STERLING METALS CORP.

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND

ANALYSIS

MINERAL EXPLORATION PROPERTIES

SAIL POND PROJECT

Figure 1. Sail Pond Project Area Viewing North from the South Mineralized Zone

PROPERTY PAYMENT

In consideration for the purchase of the Project, on signing of the Definitive Agreement (the "Agreement"), the Company issued 5,899,125 common shares of the Company on a post-consolidation basis, representing approximately, to Altius Resources Inc. ("Altius"). Altius also holds a 0.5% NSR royalty over the project. A 1.5% NSR is held by Mr. Tony Kearney, the initial finder of the Sail Pond asset of which 1% can be purchased from Mr. Kearney for $1,000,000 by Altius.

Additionally, the Company issued 606,061 common shares to Altius on February 1, 2021, at a price of $0.33 per common share. The issuance settled $200,000 that was owing to Altius as part of the Company's acquisition of the Sail Pond Project. The transaction was approved by the TSX Venture Exchange on October 2, 2020. Sterling Metals has earned 100% of this project by incurring over $1,500,000 in exploration expenditures on the project prior to September 30, 2021

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STERLING METALS CORP.

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS

PROJECT LOCATION

Figure 2. Sail Pond location within Newfoundland.

13,500 Ha project located on Newfoundland's Great Northern Peninsula, eastern Canada

Easily accessible by a series of paved highways, forest access roads and trails. Adjacent to many regional services and within 32 km of the St. Anthony regional airport

100% interest subject to a 2% NSR

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STERLING METALS CORP.

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS

Geological Setting

Figure 3. Newfoundland geology map with Sail Pond Project location.

High-grade silver (Ag) with copper (Cu), lead (Pb), zinc (Zn) and antimony (Sb) mineralization found at Sail Pond is unique for eastern Canada Laurentian Margin - Humber Tectonostratigraphic Zone

Geology records a prolonged geological history as part of the Appalachian Orogenic cycle

Active to passive margin environments represented by Early Cambrian to Middle Ordovician rift-related siliciclastics to platformal carbonates

Parautochthonous and allochthonous displacement resulting in westward verging folds and NE orientated thrust faults and shear zones

Dominantly carbonate-hosted Zn ± Pb, Ag occurrences in the region; e.g. Daniel's Harbour - 7 Mt @ 7.8% Zn (mined between 1975-1990); minor Cu occurrences

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STERLING METALS CORP.

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS

RECENT EXPLORATION WORK AT SAIL POND PROJECT

On November 15, 2023, the Company announced the results of the 2023 drilling campaign at Sail Pond. The program included 2,058m from 8 drill holes, all NQ core holes. Drilling targeted four distinct target areas based on the Orion 3D geophysical survey as well as an interpreted structural trend from Heimdall North zone. The highest-grade intervals from the campaign came from the holes SP-23-084 and SP-23-085 targeting the structural trend from Heimdall North and these holes extended the mineralization 200m from previous intersections. The structures were interpreted from LiDAR data, which displayed the convergence of two prominent structures. The mineralization remains open on trend to the north (Figure 4).

Key 2023 Exploration Highlights at Sail Pond:

• A total of 8 drill holes covering 2,058 m were completed, focusing on 4 distinct target areas defined by the Orion 3D geophysical survey (the "Orion survey")
• Drilling extended high-gradesilver-copper mineralization 200 m beyond previous intersections and the area remains open to the north
• The new extension of the Heimdall North Zone discovered through structural interpretation of the project lidar, graded 932 g/t Ag, 4.51% Cu over 0.3 m starting at 209 m depth in hole SP-23-085 (Figure 5) and 303 g/t Ag, 1.26% Cu and 5.59% Pb over 0.3 m starting at 279.9 m
• The Company is currently undertaking physical property studies using the relevant core from Sail Pond and its new structural understanding to delineate areas of interest for higher permeability where economic quantities of high-grade sulfides are trapped.

Drilling at the four Orion 3D geophysical targets did not intersect significant mineralization. Two of the holes were unable to reach the target depth due to a wide fault zone containing sand. The other holes intersected argillite with pyrite mineralization, which explains the geophysical anomalies.

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STERLING METALS CORP.

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS

Figure 4. Plan map of Heimdall and Heimdall North Zones at Sail Pond with drill hole locations.

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STERLING METALS CORP.

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS

Figure 5. Drill core photo of high-grade mineralization in hole SP-23-085 from 208.97m to 209.29m

On May 8, 2023 the Company announced the completion and results from the Orion survey completed at Sail Pond. Notable highlights include:

Orion Survey Highlights

• Four new exploration targets identified
• Favorable geology mapped to a depth of 2 kilometres
• Strong anomaly beneath newly discovered Heimdall North Zone (hole SP-22-064)
• Survey covered 1.4km of the 14km mineralization trend
• Permits submitted for summer drilling to test anomalies

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STERLING METALS CORP.

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

EXPRESSED IN CANADIAN DOLLARS

REPORT TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS

Figure 6. Plan map of Orion 3D survey area at Sail Pond Project.

2023 Orion Survey

• Four new exploration targets discovered.
• Favorable geology mapped to depth of 2 kilometres.
• Strong anomaly beneath newly discovered Heimdall North Zone and SP-22-064.
• Surveyed 1.5 km of the 14 km trend as a test before large-scale application.
• Permits for summer drilling submitted.
• Plans to test identified anomalies in coming months.
• Airborne survey planned to scan entire property based on drill results.

The Deep Orion 3D Swath DCIP and MT Survey employed state-of-the-art 3D ground geophysical techniques on a priority area which includes the Heimdall and Heimdall North Zones. The survey was designed with 200 m spaced lines and readings between lines to generate a 3D interpretation of key structural controls on mineralization and to identify potential high-grade feeder zones as exploration targets. The survey utilized 3 km long lines for deep viewing

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