Waroona Energy : Management’s Discussion and Analysis

WAROONA ENERGY INC.

(formerly Metallum Resources Inc.)

Management's Discussion and Analysis

Six Month Period Ended

June 30, 2023

(Stated in Canadian Dollars)

Report Date - August 18, 2023

Waroona Energy Inc.

(formerly Metallum Resources Inc.)

Management's Discussion and Analysis

Six Month Period Ended June 30, 2023

(Expressed Canadian Dollars)

This Management's Discussion and Analysis ("MD&A") supplements, but does not form part of, the condensed interim consolidated financial statements of Waroona Energy Inc. ("Waroona" or the "Company") for the six month period ended June 30, 2023 ("FS"). The MD&A should be read in conjunction with the Company's FS and related notes thereto which were prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board. All figures in this MD&A are expressed in Canadian Dollars unless otherwise noted. The information contained in this MD&A is current at the Report Date as defined on the cover page.

The Company's public filings, including its most recent FS, can be reviewed on the SEDAR website www.sedar.com.

Forward-looking Statements

This MD&A contains certain statements which constitute forward-looking information within the meaning of applicable Canadian securities legislation ("Forward-looking Statements"). All statements included herein, other than statements of historical fact, are Forward-looking Statements and are subject to a variety of known and unknown risks and uncertainties which could cause actual events or results to differ materially from those reflected in the Forward-looking Statements. The Forward-looking Statements in this MD&A may include, without limitation, statements relating to:

• the Company's plans for the development of the Waroona Energy Pty Ltd. ("WEPL") solar project;
• the Company's plans for exploration or development of its Superior Lake Project;
• mineral reserves or resources as they involve the implied assessment, based on estimates and assumptions, that the resources described exist in the quantities predicted or estimated and can be profitably produced in the future; and
• the sufficiency of the Company's cash position, and its ability to raise equity capital or access debt facilities.

Often, but not always, these Forward-looking Statements can be identified by the use of words such as "anticipates", "believes", "plans", "estimates", "expects", "forecasts", "scheduled", "targets", "possible", "strategy", "potential", "intends", "advance", "goal", "objective", "projects", "budget", "calculates" or statements that events, "will", "may", "could" or "should" occur or be achieved and similar expressions, including negative variations.

Forward-looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by the Forward-looking Statements. Such uncertainties and factors include, among others:

• risks associated with mineral exploration;
• the Company's planned exploration activities for its mineral properties;
• uncertainty of mineral reserve and resource estimates;
• fluctuations in commodity prices, foreign exchange rates, and interest rates;
• credit and liquidity risks;
• changes in national and local government legislation, taxation, controls, regulations and political or economic developments in countries in which the Company does or may carry on business;
• reliance on key personnel;
• property title matters and local community relationships;
• risks associated with potential legal claims generally or with respect to environmental matters;
• dilution from further equity financing;
• competition;

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Waroona Energy Inc.

(formerly Metallum Resources Inc.)

Management's Discussion and Analysis

Six Month Period Ended June 30, 2023

(Expressed Canadian Dollars)

• uncertainties relating to general economic conditions; and
• risks relating to a global pandemic, including the coronavirus COVID-19, which could result in government imposed restrictions that could cause a slowdown in global economic growth and impact the Company's business, operations, financial condition and share price;

as well as those factors referred to in the "Risks and Uncertainties" section in this MD&A.

Forward-looking Statements contained in this MD&A are based on the assumptions, beliefs, expectations and opinions of management, including but not limited to:

• all required third party contractual, regulatory and governmental approvals will be obtained for the exploration and development of the Company's properties;
• there being no significant disruptions affecting operations, whether relating to labor, supply, power, damage to equipment or other matters;
• exploration activities proceeding on a basis consistent with the Company's current expectations;
• expected trends and specific assumptions regarding commodity prices and currency exchange rates; and
• prices for and availability of fuel, electricity, equipment and other key supplies remaining consistent with current levels.

These Forward-looking Statements are made as of the Report Date and the Company disclaims any obligation to update any Forward-looking Statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that Forward-looking Statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on Forward-looking Statements.

Company Overview

Waroona is a Canadian company listed on the TSX Venture Exchange (TSXV:WHE) and the OTCQB OTCQB:WHEFF) that is developing the Waroona Solar Energy Project (the "Waroona Project") in Western Australia and the Superior Lake Zinc and Copper Project (the "Superior Lake Project") in Ontario, Canada.

On May 10, 2023, the Company completed the acquisition of Waroona Energy Pty Ltd ("WEPL") in exchange for the issuance of 304,500,000 common share of the Company. WEPL owns a solar energy project located in Western Australia. Subsequently the Company resumed trading at the opening of the market on May 23, 2023, with its key focus being on progressing the development of the Company's Waroona Renewable Energy Project (the "Waroona Project") in Western Australia

The Company retains 100% of the Superior Lake Project, which ranks as the highest grade zinc project in North America with a resource of 2.35 Mt at 17.9% Zn, 0.9% Cu, 0.4 g/t Au and 34 g/t Ag.

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Waroona Energy Inc.

(formerly Metallum Resources Inc.)

Management's Discussion and Analysis

Six Month Period Ended June 30, 2023

(Expressed Canadian Dollars)

Waroona Solar Project

The Waroona Project is an advanced stage solar development asset located 120 km south of Perth in Western Australia. The Waroona Project is located near major infrastructure critical for the production and dispatch of both renewable electricity and green hydrogen.

Image 1: Map of the Waroona Project's location and surrounding infrastructure

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Waroona Energy Inc.

(formerly Metallum Resources Inc.)

Management's Discussion and Analysis

Six Month Period Ended June 30, 2023

(Expressed Canadian Dollars)

The Waroona Project currently comprises of 303 hectares of flat, cleared land. The Waroona Project footprint, as well as access points to existing infrastructure surrounding the Waroona Project, are highlighted in Image 2 below.

Image 2: Waroona Project Footprint and access points to key services

The Waroona Project has sufficient land to construct a 241MW solar farm. The Project has all major development approvals in place, including environmental approvals and most importantly access and a connection agreement with Western Power (the operator of the electricity transmission and distribution system in the southwest of Western Australia. This allows energy to be sold onto the Western Australia electricity network, South West Interconnected System ("SWIS").

The Waroona Project's strategic location close to all major infrastructure required for the production and dispatch of green hydrogen has presented the Company with a unique opportunity to convert its solar energy electron into a higher valued green hydrogen molecule. The Company will continue to assess the opportunity to produce green hydrogen, as well as other opportunities in the renewable energy sector, such as hydrogen refuelling, new renewable technologies, as well as renewable energy expansion opportunities, to create additional shareholder value.

One such opportunity is a hydrogen-fuelled (dual fuel) peaking power facility, which the Company has commenced a Study to assess a minimum 100 MW. Dual fuel peaking plants are designed to balance the fluctuating power requirement in the electricity network and operate during periods of high-level demand for electricity or shortfalls of electricity supply. Peaking Plants are a mature technology, with multiple operations already in production throughout the world including Western Australia. This Study is due to be completed in Q4 2023.

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