U3O8 : MD & A 2021 Q4

MANAGEMENT'S DISCUSSION AND ANALYSIS

U3O8 CORP.

YEAR ENDED DECEMBER 31, 2021

Prepared by:

U3O8 Corp.

36 Toronto Street, Suite 1050

Toronto, Ontario

M5C 2C5

www.u3o8corp.com

U3O8 CORP.

Management's Discussion & Analysis

Period Ended December 31, 2021

Introduction

This Management's Discussion and Analysis ("MD&A") is dated May 2, 2022, unless otherwise indicated, and should be read in conjunction with the audited consolidated financial statements of U3O8 Corp. ("U3O8 Corp.", "the Company") for the year ended December 31, 2021 and the related notes. This MD&A was written to comply with National Instrument 51-102 - Continuous Disclosure Obligations. Results are reported in Canadian Dollars, unless otherwise noted. The results presented for the year ended December 31, 2021, are not necessarily indicative of the results that may be expected for any future period.

The audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") for the year ended December 31, 2021. Information about U3O8 Corp., its minerals resources and technical reports prepared in accordance with National Instrument 43- 101 ("NI 43-101") are available atwww.u3o8corp.com or on SEDAR at www.sedar.com.

Overview

Introduction

U3O8 Corp. is a Toronto-based exploration company focused on exploration and development of resources of uranium and battery commodities. The Company's principal asset is the Berlin Deposit ("Berlin", "Deposit" or "Project") in Colombia. The Company has concluded the sale of the Laguna Salada Project ("Laguna Salada") in Argentina to Consolidated Uranium Inc. ("CUR").

Berlin Deposit

The Company's uranium-phosphate-vanadium-nickel - rare earth element ("REE") Berlin Deposit has a positive preliminary economic assessment "(PEA")1. A high capital cost estimate ("capex") made it difficult to advance the Project in a declining uranium market and it was written down to $Nil during the year ended December 31, 2016. Estimates in the PEA are that uranium, at a price of US$60 per pound ("/lb") would contribute 35% of revenue while battery commodities would account for approximately 57% of revenue (vanadium 9%, nickel 15%, phosphate 31% and zinc 2%). With the acceleration of electrification, focus of reduction of greenhouse gas emissions and the uptake of electric vehicles, Berlin's mix of commodities is well matched with the pivot towards clean energy. The priority in advancing the Project towards production is optimizing its economics by increasing revenue relative to both estimated operating costs ("opex") and capex. Rather than further drilling on the Project, this focus on economics centres on metallurgy and simplifying the process flow sheet. There are three areas in which the economics of the Project could be improved: beneficiation of the mineralized material that is mined to concentrate the value-commodities into as small a volume as possible; to improve the efficiency of the thoroughly-tested leach process in which the value commodities would be removed from the crushed, mineralized rock and; improving the efficiency of the downstream processing of the liquid that contains the value-commodities (the "PLS" or "pregnant liquor solution"). The other important component of optimizing the economics is improving the potential revenue flow. Good progress has been made on these fronts during the quarter. Test work has focused on evaluating the potential for membranes to simplify the processing of the PLS, and this work has also demonstrated the potential, due to the efficiency of the membrane systems, to increase the potential revenue from the Project through the recovery of more REEs than were contemplated to be produced at the time that the PEA was undertaken. Once the second phase of the membrane test work has been concluded, the next step would be the processing of a large sample of several tonnes of mineralized material from Berlin, which would be processed at bench-scale in a lab to provide precise data on the efficiency and cost of each part of the process envisaged in the flow sheet. The processing of the large sample would aim to achieve performance and provide cost guidance to pre-feasibility study levels.

1 PEA -See the January 18, 2013 technical report: "Berlin Project, Colombia - Preliminary Economic Assessment, NI 43-101 Report." The PEA is

preliminary in nature. The PEAs include Inferred mineral resources that are considered too speculative geologically for economic consideration that would enable them to be classified as mineral reserves. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that the results of the Berlin PEA will be realized.

- 2 -

U3O8 CORP.

Management's Discussion & Analysis

Period Ended December 31, 2021

Laguna Salada Deposit

In September 2014, the Company reported a positive PEA 2 on Laguna Salada which showed low production cost potential. Since then, technological improvements in recovery methods and the larger relative increase in vanadium price relative to uranium led to a re-assessment of the assumptions made in the PEA. Due to the sustained bear market in uranium, and the associated difficulty of attracting capital to advance uranium projects at that time, Management determined that the Laguna Salada Project was impaired at December 31, 2019 and wrote the asset value of the project down to $Nil.

On December 14, 2020, the Company announced that it had entered a two-year option agreement to sell its Laguna Salada Project in Argentina to Consolidated Uranium Inc. ("CUR"), a TSXV company. The Company received an immediate $50,000 cash payment in 2021, after regulatory approval was received. Consolidated Uranium Inc. ("CUR") provided notice to the Company on June 11, 2021 that it had decided to exercise its right to accelerate the option to purchase, which triggered the following considerations from CUR:

• • Payment of $50,000 in cash towards maintaining the Laguna Salada property in good standing.

• • Payment of an option fee of $175,000 in cash

• • Delivery of CUR shares to the value (based on the 5-day volume-weighted average stock price "VWAP") of $125,000. The Company received 56,306 common shares of CUR and $225,000 cash.

On closing of the sale of the Laguna Salada project, a further 675,675 common shares of CUR (valued at $1.5 million at the date of exercise of the option to purchase, based on the 5-day VWAP) were issued to U3O8 Corp. and are being held in escrow for four months and one day.

The Company has further uranium price - related upside derived from the sale of Laguna Salada as follows:

• • In the event that the spot price of uranium exceeds US$50/lb for a continuous 30-day period, U3O8 Corp. would receive additional CUR shares to a value of $505,000.

• • U3O8 Corp. would receive C$758,000 on the uranium price exceeding US$75/lb for a continuous 30-day period (or C$250,000, at U3O8's election, when the uranium price exceeds US$50 per pound).

• • U3O8 Corp. would receive C$1,010,000 on the uranium price exceeding US100/lb per pound for a continuous 30-day period (or C$250,000, at U3O8's election, when the uranium price exceeds US$50/lb).

Frac Sand

The Company has a 38.9% interest in an early-stage investee company, South American Silica Corp.

("SAS"), a private company dedicated to the identification of frac sand deposits in southern South America - the principal target market for which would be the Vaca Muerta shale oil and gas reservoir in Argentina.

Financial

To date, the Company has not earned any revenues from its exploration for uranium, battery commodities or frac sand.

In the year ended December 31, 2021, the Company incurred cumulative cash exploration expenditures of $0.3 million (excluding stock-based compensation and amortization), largely to maintain the Argentine

2 PEA - See the September 18, 2014 technical report: "Preliminary Economic Assessment of the Laguna Salada Uranium Vanadium Deposit, Chubut Province, Argentina." The PEA includes Inferred mineral resources that are considered too speculative geologically for economic consideration that would enable them to be classified as mineral reserves. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that the results of the Laguna Salada PEA will be realized.

- 3 -

U3O8 CORP.

Management's Discussion & Analysis

Period Ended December 31, 2021

property in good standing and keep the Colombia property on a care and maintenance basis. A further $1.0 million of expense was recognized against Colombia exploration, to bring the Berlin property back to a condition in which the Company can continue exploration.

At December 31, 2021, the Company had $796,710 in cash ("total cash") (December 31, 2020 - $6,487) and working capital of $97,652 (December 31, 2020 - working capital deficit of $2,718,322). The Company arranged an unsecured line of credit for $1 million, to be repaid at an unspecified future date. The line of credit, made available by an insider, incurs interest of 8% per annum. The Company drew down on this line of credit as follows:

• • 2019: withdrew $320,000 and accrued interest of $43,733.

• • 2020:

  • o Q1 2020, withdrew $150,000 and accrued interest of $14,300.

  • o Q2 2020, withdrew $50,000 and accrued interest of $17,800.

  • o Q3 2020, withdrew $90,000 and accrued interest of $18,400.

• • 2021: in each quarter of 2021, and in Q4 2020, the Company accrued interest of $19,600. These loan balances are recorded as a loan payable on the balance sheet.

On March 22, 2021, the Company announced it had closed a private placement of $1,000,000, issuing 6,666,668 common shares and 6,666,668 common share purchase warrants. Each warrant can be exercised for one common share at a price of $0.20 for a period of 12 months from the close of the placement.

During 2021, the Company received cash of $56,400 on the exercise of 320,000 stock options and $575,095 on the exercise of 2,058,052 warrants.

Subsequent to December 31, 2021, the Company received $682,270 on the exercise of 3,411,351 warrants, while 2,462,790 warrants expired unexercised.

Future Funding Options

The Company is also pursuing strategic partnerships and investment options to provide funding through which its Berlin Project could be advanced to the next milestones and finally, production. Further financings will be required to develop the Company's Berlin deposit, to meet ongoing obligations and discharge liabilities in the normal course of business. Strong demand for battery commodities and uranium has made capital markets more accessible for junior exploration companies. However, there is no guarantee that funds can be raised on terms acceptable to the Company. The Company's planned activities to advance the Deposit towards production are largely discretionary and therefore there is some flexibility in the pace and timing of development of the Property. Expenditures may be adjusted, limited, or deferred subject to current capital resources and potential to raise funds. The Company will continue to manage its expenditures that are essential to the viability of its properties.

Listing

As of December 31, 2019, the Company was not compliant with Toronto Stock Exchange ("TSX") requirements and on February 26, 2020, the Company was delisted from the TSX and trading opened concurrently on the NEX, a trading platform of the TSX Venture Exchange ("TSXV"). There was no change in the Company's name, no change in its CUSIP number and no consolidation of capital. The symbol extension (".H") differentiates the NEX listing from Tier 1 or Tier 2 symbols within the TSXV. The NEX board is designed as a platform for the trading of publicly listed companies while they seek and undertake transactions in furtherance of their reactivation as companies that will carry on an active business.

Going Concern

The Company is in the exploration and evaluation stage and, as is common with many exploration companies, it raises funds for its exploration and evaluation activities through the sale of equities.

- 4 -

U3O8 CORP.

Management's Discussion & Analysis

Period Ended December 31, 2021

Historically, the Company has explored for uranium and related battery elements such as vanadium, nickel and phosphate. The price of this suite of commodities has been on an uptrend in the last few years. As the battery elements market has matured, so focus has started to switch from the obvious components like lithium and cobalt to nickel and now vanadium and phosphate. This appreciation of the broader spectrum of elements that are crucial to battery production could potentially create ongoing opportunities for the Company to raise funds to advance its Project.

The Company has incurred a series of losses in prior periods, with a net income for the year ended December 31, 2021, of $901,831 (year ended December 31, 2020 - loss of $383,308) and has an accumulated deficit of $105,468,684. In addition, the Company had a working capital balance of $97,190 at December 31, 2021 (December 31, 2020 - $2,718,322). The most significant item in the 2021 net income was the sale of the Laguna Salada property in Argentina, which generated a gain of $1.8 million and a further unrealized gain of $0.5 million on appreciation of the consideration received for the property.

The Company has taken an impairment allowance against its exploration properties. Additional financings will be required to update its PEA and/or initiate a pre-feasibility study and further develop the Berlin Deposit. There is a significant risk that some, if not all, of the Company's current property holdings may lapse or title to those properties may become uncertain. While the Company's Management and Board will continue to search for financing, joint venture partners and new assets, there is no guarantee that these efforts will be successful.

The consolidated financial statements have been prepared on a basis which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. The certainty of funding future exploration expenditures and availability of sources of additional financing cannot be assured at this time and accordingly, these uncertainties may cast significant doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include adjustments to the carrying values of recorded liabilities and related expenses that might be necessary should the Company be unable to continue as a going concern.

Change of Board of Directors

During 2020, the Company appointed two new Board members, Ms. Helen Molesworth and Dr. Scott Morrison. Ms. Molesworth is a gemologist and classicist. She has a BA (Oxon) and has international experience across the coloured gemstone industry. She is a recognized gems and jewellery expert, who has worked at Sotheby's and Christie's, and launched a coloured gemstone Academy out of Hong Kong and China.

Dr. Morrison is a Professional Engineer with a B.Sc in Geology and a Ph.D in metallurgy. He currently serves as a director of Zinc Oxide LLC, the largest producer of zinc products in the USA and of AK Altynalmas, a leading gold producer in Kazakhstan.

Principal Asset

Berlin Deposit

The Company's principal exploration project is located in Colombia, South America. The Berlin Deposit contains battery commodities (vanadium, nickel and phosphate), uranium and rare earth elements ("REE"),

The Berlin Deposit is a geologically rare combination of elements, principally uranium, vanadium, nickel, molybdenum, zinc and REE in a layer of phosphate-bearing limestone that transitions to sandstone in a layered sedimentary sequence in Caldas Province of central Colombia. The resource was estimated on close-spaced drilling in an area 3.5km long and up to 1km wide.

- 5 -