American Copper Development : • Q1 2023 Interim Financial Statements – MD &

AMERICAN COPPER DEVELOPMENT CORPORATION

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE PERIOD ENDED MARCH 31, 2023

REPORT DATE:

MAY 25, 2023

This Management Discussion and Analysis (the "MDA") provides relevant information on the operations of American Copper Development Corporation (the "Company") to the Report Date and the financial condition of the Company for the period ended March 31, 2023.

This document contains forward looking statements. Please see section "Forward-LookingStatements".

The MDA should be read in conjunction with the Company's condensed interim consolidated financial statements for the period ended March 31, 2023, and the consolidated financial statements and notes thereto for the year ended December 31, 2022, and dated April 25, 2023.

The Company is in the business of mineral exploration. Activities include the evaluation, acquisition and exploration of mineral exploration properties, for the purpose of discovering an economic mineral deposit. The realization of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves and future profitable production or proceeds from the disposition of these assets. The carrying values of exploration and evaluation assets do not necessarily reflect their present or future values.

All monetary amounts in this MDA and in the financial statements are expressed in Canadian dollars, unless otherwise stated. Financial results are being reported in accordance with International Financial Reporting Standards ("IFRS").

The Company's certifying officers, based on their knowledge, having exercised reasonable diligence, are also responsible to ensure that these filings do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which is it was made, with respect to the period covered by these filings, and these financial statements together with other financial information included in these filings. The Board of Directors approves the interim condensed consolidated financial statements and MDA and ensures that management has discharged its financial responsibilities.

The Company's head office is located at 710-1030 West Georgia Street, Vancouver, BC, and its registered and records office is located at 2600 - 1066 West Hastings Street, Vancouver, B.C. The Company was incorporated under the Business Corporations Act (British Columbia) on February 5, 2020. To date,the Company has not earned operating revenue.

OVERALL PERFORMANCE

EXPLORATION AND PROJECTS

The principal assets of the Company are the Lordsburg Project and the Chuchi South and West Projects.

Lordsburg Project

The Lordsburg project is comprised of 970 contiguous Federal patented and unpatented lode mining claims, covering 7,560 hectares in area controlled by the Company; including three patent lode mining claims are under a mining lease with an option to purchase with Comstock Allied, LLC, and 57 BLM unpatented lode mining claims are under option with Soloro Cobalt & Gold Corporation. The project is located immediately south of the town of Lordsburg (population 2,335) in southwest New Mexico, approximately 250 kilometers east of Tucson, Arizona, and 500 kilometers south of Albuquerque, New Mexico. Lordsburg is the county seat of Hidalgo County and lies on Interstate 10 and the Union Pacific railroad.

The northern portion of the project has a long history of underground mining for silver, gold, copper, and lead. The earliest non-native visitors to the area were survey parties of the United States military sent to scout railroad routes to the west coast by the United States government between 1854-1873. They were followed by prospectors and early miners seeking silver and gold, and later, copper and lead.

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A host of small underground mines were in operation but only a handful achieved significant production of precious and base metals. The Atwood group, the Henry Clay, the Emerald, Superior, Jim Crow, Bonney, Miser's Chest, Bluebird, and Robert E. Lee mines account for most of the historic production. The last of these mines ceased operations in the 1970's. The search for, and mining of smelter flux feed was the last active successful mining activity in the district, and ended in the 1990's. Since that time, the only mining related activity has been exploration for silica flux, base and precious metal veins and limited exploration work for porphyry copper deposits by the antecedent companies of American Copper Development Corp.

Only recently, limited exploration work at Lordsburg was focused on exploring for porphyry copper deposits and includes regional geological synthesis and project scale geological mapping campaigns, geochemical sampling, geophysical surveys, and diamond drilling. These efforts have only tested a small portion of the project. Between 2008 and 2009, Entrée Gold Inc. mapped the eastern and southeastern portion of the district, collected soil and rock geochemical samples, completed magnetic, audio-frequency magneto telluric and induced polarization surveys, and drilled 13 core holes, encountering potassic alteration on surface, and low-grade porphyry copper mineralization in eight of 13 core holes. Santa Fe Gold Company mapped, sampled, and conducted a limited scale, controlled source, audio-frequency magneto telluric survey in the northern part of the project area in 2011. Their work was largely focused on the search for narrow vein, underground base, and precious metal feed for their Bonney mill and for smelter flux, but they recognized the pervasive and intensive propylitic alteration of the Laramide andesites and granodiorite stock. Their drilling was not designed specifically to test for porphyry copper mineralization however, their geologists recognized metallogenic and wall rock alteration zoning patterns that indicated the possible presence of a porphyry centers beneath the 85 and the Misers Chest mines. Waterton Global Resource Management completed high-level desktop studies of the district between 2016 and 2020, that included a green-rock study, a review of satellite and hyperspectral data, and processing of publicly available magnetic data, concluding that porphyry copper potential in the district warranted further investigation.

The oldest rocks in the Lordsburg district are Cretaceous, pre-Laramide age metasediments and overlying basaltic- andesite and rhyolitic volcanic rocks. These sequences were intruded by a Laramide age, intermediate, porphyritic, composite stock that altered the older rocks to propylitic assemblages and generated the mineralized veins exploited by the historic underground mines. Later, post-Laramide andesites and rhyolitic pyroclastic rocks and recent alluvium partially covered the Laramide age porphyry. The Laramide rocks of Southwestern New Mexico were emplaced during a period of regional tectonic compression and then subjected to regional extension during the middle and later Tertiary. This change resulted in post mineral rotation, segmentation, and burial of post-Laramide and older rocks under Quaternary and recent alluvial deposits. The Lordsburg district was subjected to similar tectonic stresses.

The wall rock alteration assemblages, the composite nature of the Lordsburg stock, the presence of breccia pipes and felsic and mafic dikes, and the geometry of vein and fault patterns point to the possible presence of an actively differentiating porphyry system that could have generated a porphyry copper deposit. The extensional tectonic regime, considered in its regional context raises the distinct possibility that a porphyry copper deposit in the Lordsburg district could be rotated, and/or structurally dismembered, and/or buried beneath later cover.

A 3D Titan DCIP and MT survey was completed on the property between August 2022 and January 2023. The 3D DCIP and MT survey has aided in the design of a 5,000m drill program to test for porphyry copper mineralization, which began on March 25, 2023 and drilling is underway. Analytical results are pending from this drilling.

Chuchi Project South and West

Pursuant to a purchase agreement dated March 3, 2023, the Company acquired a 100% undivided intertest in the Chuchi West Project. As consideration, the Company issued 8,000,000 common shares.

Pursuant to an amended and restated mineral property option agreement ("Amended Agreement") between the Company, Pacific Ridge Exploration Ltd. ("PEX") and Ronald Bilquist ("Bilquist") which amends and restates the original mineral property agreement between the Company and Bilquist date February 10, 2020, on the Chuchi South Project.

The Chuchi South and West Projects are in the Omineca Mining Division, British Columbia. The Projects are located about 100 kilometers north-northwest of Fort St James in central British Columbia. The Chuchi South Project

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constitutes 13 contiguous mineral claims amounting to 3,118.7 hectares and the Chuchi West Project constitutes 4 contiguous mineral claims amounting to 4,961.0 hectares.

Under the Amended Agreement the Company and PEX can acquire a 100% undivided interest in the Chuchi South property. Once the option has been exercised PEX will have earned a 51% interest in the property and a 49% interest earned by the Company. To exercise the option $480,000 in cash must be paid, including reimbursing Bilquist for $20,000 in previous property expenditures (paid by the Company), $250,000 by PEX and $210,000 by the Company, incur $4,200,000 in exploration expenditures (incurred $220,730 by the Company) balance of exploration expenditures by PEX and issue 1,500,000 common shares (500,000 issued) over a 5-year period by the Company.

The Company has also granted PEX the option to acquire a 51% interest in the Chuchi West Property. To exercise the option PEX must satisfy the requirements in the Amended Agreement. PEX must pay $250,000 in cash (paid $50,000) and incur $4,200,000 in exploration expenditures (incurred $220,730). In addition, PEX has the option to increase its interest in the Chuchi West and South Properties to 75% by paying cash of $150,000, incurring $4,000,000 exploration expenditures and issuing $250,000 worth of PEX common shares.

QUALIFIED PERSONS

Mark Osterberg Ph D., a "Qualified Person" as defined by NI 43-101, has reviewed the scientific and technical information that forms the basis for the mineral property disclosure of the Lordsburg Project in this MDA and has approved the disclosure herein. Mr. Osterberg is independent of the Company.

SUMMARY OF QUARTERLY RESULTS

The following selected financial data have been prepared in accordance with IFRS and should be read in conjunction with the Company's financial statements. The following is a summary of selected financial data for the Company for its eight completed financial quarters ended March 31, 2023.

Quarter Ended	Mar. 31,	Dec. 31,	Sept. 30,	June 30,	Mar. 31,	Dec. 31,	Sept. 30,	June 30,
Amounts in
2023	2022	2022	2022	2022	2021	2021	2021
000's
Net loss	(309)	(250)	(806)	(495)	(137)	(25)	(19)	(17)
Earnings (loss)
per share - basic
and diluted	(0.0)	(0.00)	(0.01)	(0.03)	(0.00)	(0.01)	(0.00)	(0.00)
Total assets	16,448	16,741	17,206	8,071	529	398	410	269
Working
capital(deficit)	5,943	7,092	8,293	7,348	30	198	263	73

During the quarter ended March 31, 2023, the Company incurred additional exploration and evaluation expenditures in the amount of $733,740, a reclamation bond in the amount of $106,249 and general and administrative expenditures of $358,750 which included consulting of $139,624, professional fees of $22,829, shareholder relations of $132,100 and other of $64,197.

During the quarter ended December 31, 2022, the Company incurred additional exploration and evaluation expenditures in the amount of $785,796 and general and administrative expenditures of $303,581which included consulting of $144,485, professional fees of $41,294 and other of $117,802.

During the quarter ended September 30, 2022, the Company completed the acquisition of the Lordsburg property by issuing 26,176,591 common shares valued at $6,544,148 and paying $500,000 in cash. The Company had general and administration expenditures of $806,090 which includes $614,628 in share-based payments.

During the quarter ended June 30, 2022, the Company had general and administrative expenditures of $495,028 and incurred deferred transaction costs of $170,786. The Company received $7,813,960 in subscription receipts.

During the quarter ended March 31, 2022, the Company had general and administrative expenditures of $137,081 and

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incurred deferred transaction costs of $180,645.

During the quarter ended December 31, 2021, the Company had general and administrative expenditures of $24,285 and property expenditures of $41,112.

During the quarter ended September 30, 2021, the Company completed its initial public offering and received gross proceeds of $350,000 and had share issuance costs of $150,233 and had general and administrative expenditures of $18,747.

During the quarter ended June 30, 2021, the Company had general and administration expenditures of $17,396.

During the quarter ended March 31, 2021, the Company had general and administration expenditures of $41,223 including $32,020 in share-based compensation and exploration and evaluation expenditures of $25,000.

Three Months ended March 31, 2023 compared to three months ended March 31, 2022

The Company's general and administrative costs were $358,750 (2022 - $137,081), and reviews of the major items are as follows:

• Consulting fees of $139,624 (2022 - $9,000) consisting of fees paid to the CEO of $37,500 (2022 - $Nil), fees to the VP Exploration of $29,874 (2022 - $Nil) fees to the CFO of $15,000 (2022 - $Nil) payments for office administration of $15,000 (2022 - $9,000) and other of $42,250 (2022 - $Nil);
• Professional fees of $22,839 (2022 - $28,242) consisting of legal of $13,839 (2022 - $28,242) and accounting and audit of $9,000 (2022 - $Nil);
• Shareholder relations of $132,100 (2022 - $6,265) consisting of trade shows and conferences of $20,113 (2022 - $Nil), promotion and advertising of $100,920 (2022 - $Nil), contract shareholder relations of $7,500 (2022 - $Nil) and other of $3,567 (2022 - $6,265);
• Property investigation fees of $Nil (2022 - $85,410) for expenditures spent on the Lordsburg property prior to acquisition; and
• Regulatory and transfer agent fees of $24,759 (2022 - $2,840) which consisted of regulatory of $3,000 (2022 - $2,250) for monthly maintenance fees, OTC Markets of $20,229 (2022 - $Nil) and transfer agent fees of $1,530 (2022 - $590).

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2023, the Company had working capital of $5,943,448 (December 31, 2022 - $7,092,083).

Because of economic conditions, globally, there is uncertainty in capital markets and the Company anticipates that it and others in the mineral resource sector may have limited access to capital. Although the business and assets of the Company have not changed, investors have increased their risk premium and their overall equity investment in the mining sector has diminished. The Company continually monitors its financing alternatives and expects to increase its treasury through private placements to support and bolster its exploration activities.

The quantity of funds to be raised and the terms of any equity financing that may be undertaken will be negotiated by management as opportunities to raise funds arise. There can be no assurance that such funds will be available on favorable terms, or at all.

During fiscal 2023

On April 4, 2023, the Company issued 8,000,000 common shares for the acquisition of the Chuchi South property and 250,000 common shares as a property option payment on the Chuchi south property.

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During fiscal 2022

On February 10, 2022, the Company issued 200,000 common shares for the acquisition of exploration and evaluation assets at a value of $60,000.

On August 5, 2022, the Company completed its private placement offering of 40,015,840 subscription receipts (the "Subscription Receipts") at a price of $0.25 per Subscription Receipt for gross proceeds of $10,003,960. Contemporaneous with the closing of the Transaction and upon satisfaction of certain escrow release conditions, the Subscription Receipts automatically converted into 40,015,840 Common Shares in accordance with their terms. The Company paid a cash finder's fee of $11,750 and issued 35,000 agent warrants valued at $2,845. Each agent warrant is exercisable at $0.25 per agent warrant until February 9, 2024. Additional share issue costs of $177,518 were incurred in connection with the financing and was recorded as an off set to share capital, as share issue costs.

On August 5, 2022, the Company issued 26,176,591 common shares for the acquisition of exploration and evaluation assets at a value of $6,544,148 and issued 1,720,00 common shares for finder's fees valued at $430,000 on the Lorsburg property.

The Company has no long-term debt obligations.

SHARE CAPITAL

1. As of the date of the MDA the Company has 90,737,431 issued and outstanding common shares. The authorized share capital is unlimited no-par value common shares.
2. As at the date of the MDA the Company has 5,125,000 incentive stock options outstanding.
3. As at the date of the MDA the Company has 385,000 share purchase warrants.

RELATED PARTY TRANSACTIONS

Key management personnel include those people who have authority and responsibility for planning, directing and controlling the activities of the Company. The Company has determined that key management personnel consist of executive and non-executive members of the Company's Board of Directors and corporate officers. Key management personnel compensation for the period ended March 31, were:

		2023		2022
Short-term benefits paid or accrued:
Consulting fees	$	82,374	$	-
Total remuneration	$	82,374	$	-

OFF BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

INVESTOR RELATIONS

The Company has no investor relations contracts and Daniel Schieber, CEO, handles any matters in regard to investor relations.

PROPOSED TRANSACTIONS

Currently the Company is not a party to any material proceedings. The Company continually evaluates new opportunities, including new properties by staking, acquisition or joint venture, and corporate consolidation or merger opportunities.

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