Tombill Mines : MD&A - English Q2.2022 30.04.2022

TOMBILL MINES LIMITED.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED APRIL 30, 2022 AND 2021

TOMBILL MINES LIMITED

Management Discussion & Analysis

For the six months ended April 30, 2022 and 2021

This management discussion and analysis (the "MD&A") of the financial results is dated June 22, 2022 and reviews the business activities of Tombill Mines Limited (Formerly Bluerock Ventures Corp. or the "Company") and its subsidiary for the six months ended April 30, 2022.

The MD&A should be read in conjunction with:

• the Company's condensed consolidated interim financial statements and related notes thereto for the six months ended April 30, 2022 and 2021, which were prepared in accordance with International
  Accounting Standards ("IAS") 34 Interim Financial Reporting, and approved for issuance by the Board of Directors on June 15, 2022
• the audited consolidated financial statements and accompanying notes for the year ended October 31, 2021 which were prepared in accordance with International Financial Reporting Standards
  ("IFRS") as issued by the International Accounting Standards Board ("IASB") and the International Financial Interpretations Committee ("IFRIC").

Management is responsible for the presentation and integrity of the financial statements, including the maintenance of appropriate information systems, procedures and internal controls and to ensure that information used internally or disclosed externally, including the financial statements and the MD&A, is complete and reliable. The Company's board of directors follows recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders. The board's audit committee meets with management regularly to review the financial statements and the MD&A, and to discuss other financial, operating and internal control matters.

Forward Looking Statements

This MD&A contains forward-looking information which reflects management's expectations regarding the Company's growth, results of operation, performance and business prospects and opportunities. The use of words such as "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", believe", outlook", "forecast" and similar expressions are intended to identify forward-looking statements.

Forward-looking statements in this MD&A include, but are not limited to, the Company's expectation of future activities and results, of its working capital needs and its ability to identify, evaluate and pursue suitable business opportunity. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results of events to differ materially from those anticipated in these forward- looking statements. Readers should not put undue reliance on forward-looking information.

Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations.

Company Background

The Company was incorporated under the Canada Business Corporations Act on January 19, 2018 and on September 9, 2021 the Company was authorized to continue under the laws of the Province of Ontario.

On December 9, 2020, the Company completed a reverse takeover (RTO) transaction (the "Transaction") with Bluerock Ventures Corp. The Company acquired 100% of the issued and outstanding common shares

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TOMBILL MINES LIMITED

Management Discussion & Analysis

For the six months ended April 30, 2022 and 2021

of Tombill Mines Ltd. in exchange for the issuance of common shares of the Company pursuant to an

Amalgamation Agreement (the "Agreement") dated December 4, 2020. The Company completed a name change from "Bluerock Ventures Corp." to "Tombill Mines Limited" and will continue the business which was

previously conducted by Tombill Mines Ltd. (the "Resulting Issuer"). Tombill commenced trading on the TSX

Venture Exchange (the "TSXV") under the trading symbol "TBLL" on December 15, 2020, the Resulting

Issuer is a Tier 2 resource Issuer.

The Company's RTO Transaction was done by way of a three-cornered amalgamation among the Bluerock Ventures Corp., Tombill Mines Ltd, and Tombill Exploration Ltd., which had been incorporated as a wholly owned subsidiary of the Company for purposes of facilitating the Transaction. Pursuant to the Agreement, each shareholder of the Tombill Mines Ltd. received 1 Resulting Issuer share for each share of Tombill Mines Ltd. held. Accordingly, an aggregate of 93,220,000 Resulting Issuer shares were issued to the shareholders of Tombill Mines Ltd. As a result, pursuant to the Agreement, the shareholders of the Tombill Mines Ltd. owned 64% of the Company and, the Transaction is considered a reverse acquisition of the Company by Tombill Mines Ltd. Following the Transaction, the Reporting Issuer will continue Tombill Mines Ltd's business

whose name was changed to "Tombill Mines Limited", with the Amalco operating under the name "Tombill Exploration Ltd."

Upon completion of the Transaction, the Company owns various mineral exploration and past-producing gold

properties in the Geraldton and Beardmore region, Ontario. Tombill Mines' primary business is mineral

exploration, primarily gold. It has 74 claims; of which 60 are owned and patented; 5 leased; and 9 where it

owns the mineral rights. Of these, Tombill Mines Main Group (the "Property") comprises 54 owned patents,

and 4 mineral rights.

On September 23, 2021 the Company announced that its common shares were approved for trading on the OTCQB in the United States under the symbol TBLLF. Tombill commenced trading on the OTCQB on September 23, 2021 while continuing to trade on the TSX Venture Exchange in Canada.

On January 25, 2022 the Company announced the appointment of Liam Ruddy as its new Chief Financial Officer, replacing Tom Rowcliffe.

Recent Developments

1. 2022 Exploration Program

The Company started its second phase drilling campaign and awarded its diamond drilling contract to Forage FTE Drilling, Quebec. This phase comprises 8 shallow drill holes to a maximum drill length of 3,000 meters. The objective is to test and define a new gold resource. Forage FTE commenced drilling on April 12, 2022 and will continue their operations into June 2022. The holes have been strategically chosen in areas of interest due to their geological structures and also in areas where little drilling has been undertaken in the past.

1. 2021 Exploration Program

On January 11, 2021, the Company started its drilling program at the Property, following the appointment of Forage M3 Drilling Services Inc. ("Forage M3") and Nordmin Engineering Ltd. ("Nordmin") to undertake drilling and exploration. The program focuses on defining extension and continuity and additional zones that may continue onto the Tombill Main group property. The initial drill holes are directly adjacent to the Hardrock Project claim border.

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TOMBILL MINES LIMITED

Management Discussion & Analysis

For the six months ended April 30, 2022 and 2021

In May, 2021, the drilling contractor Forage M3 were replaced by Rodren Drilling Ltd. ("Rodren") and Nordmin have been replaced by an in-house exploration management team based in Geraldton.

The drilling program consists of 2 phases:

• Phase 1 plan comprised: 17 drill holes (8 hub-holes and 9 daughter holes) campaign over 12,520m,
• Phase 2 plan comprises: 63 drill holes campaign over ~70,000 m

Exploration and Drilling Highlights

• Fully funded Phase 1 exploration and drilling program at Tombill Main Group started early January 2021

1. Phase One drilling is complete with a total 12,520 meters completed on 8 parent holes and 9

daughter wedge holes;

1. Hole TB21-005A, a wedge hole drilled from mother hole TB21-005, returned 6.23 grams per tonne (gpt) gold over 13.3 meters (m) confirming Hardrock's robust F-Zone extends onto its

flagship property;

1. This intercept is situated approximately 250m west of the eastern property boundary with the neighboring Hardrock mine;

1. The Company believes this intercept cuts the lower third of the 150m tall F-Zone target, and therefore commenced wedge holes to better test the full breadth and height of this mineralized zone;

1. TB21-005Bwas drilled to test the F-Zone 50m above the TB21-005A intercept. The drill hole intersected the F-Zone with 4.1m of 8.15 gpt Au with multiple VG specks.

1. TB21-005Cwas wedged from TB21-005. The drill hole was abandoned due to excessive

deviation from plan.

1. TB21-005Dwas wedged from TB21-005. The drill hole was abandoned due to excessive deviation from plan.

1. Hole TB21-005E, a wedge hole drilled from mother hole TB21-005, returned 5.29 grams per tonne (gpt) gold over 8.0m (meters) from the targeted F-Zone. A second interval of 13.88 gpt gold over 2.0m was encountered somewhat deeper in a new mineralized structure deemed the

F2-Zone.

1. F-Zoneremains wide open down-plunge to the west and will be further tested in phase 2.

• 1. The F-Zone intercepts encountered indicate this body of mineralization should remain on its trajectory further to the west.
• Unmanned Aerial Vehicle-Magnetometer Survey ("UAV-MAG Survey") carried out in February 2021 to cover high priority targets on the Tombill Main Group
• 1. Utilized to create new near-surface targets, based on refolded lithologies and east-west structures oblique to regional foliation.
• Surface exploration program
• 1. Multiple new targets were identified from airborne magnetics data; and

1. Grab samples from the East Porphyry Zone returned 24.3 and 14.9 grams per tonne (gpt).

1. Surface stripping and sampling program has been completed: 7 target areas were stripped and channel samples taken from 4 areas.

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TOMBILL MINES LIMITED

Management Discussion & Analysis

For the six months ended April 30, 2022 and 2021

• Near surface drilling program

1. Tombill has completed an initial drilling program to investigate the extent of near surface gold mineralization around the historic Talmora mine on Tombill's Main Group claims. Tombill is

investigating this area to understand the potential for broad lower grade halos of gold mineralization around the narrow higher-grade veins historically mined in this area.

1. The Talmora drill program consisted of three diamond drill holes totalling 1,146 meters of core

drilling and was targeted to test the area around the Talmora vein (also referred to as the Elmos vein in some historic records).

1. The three holes in this program each intersected the Talmora vein within strongly foliated and

sericite altered gabbro/diorite host rocks with up to 3% pyrite and 1.5% arsenopyrite mineralization.

1. The best result from the program was in hole TAL21-002 which returned 1.65 gpt Au over 11.5

meters at a depth of 154.5 to 166.0 meters.

1. The target is a broad zone believed to have potential for disseminated mineralization.

C. Exploration costs incurred

The following table summarizes the Company's exploration and evaluation expenditures with respect to its project for the six months ended April 30, 2022, year ended October 31, 2021 and these costs are split between Tombill's Phase 1 drilling campaign and its current Phase 2A drilling campaign. No further costs are expected to be incurred for Phase 1. Phase 2A drilling campaign is expected to be completed by mid June 2022 and at the end of April 2022 1,117 meters have been drilled across 3 holes in this campaign.

	Six months
	ended	Year ended	Costs incurred	Total costs
	April 30	October 31	(to date)	(final)
	2022	2021	Phase 2A	Phase 1
Exploration costs:
Drilling	$ 432,600	$ 3,790,671	$ 257,432	$ 3,965,839
Geological	274,591	589,788	152,199	712,180
Geochemical	40,176	129,492	-683	170,351
Geophysical	25,013	82,196	-	107,209
Other costs	22,928	74,093	16,203	80,817
Travel	52,014	103,026	33,057	121,982
Camp	49,310	79,713	28,706	100,316
	896,631	4,848,979	486,914	5,258,696

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