Eskay Mining : For the year ended February 29, 2024 MDA

ESKAY MINING CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED FEBRUARY 29, 2024

(EXPRESSED IN CANADIAN DOLLARS)

Prepared by:

ESKAY MINING CORP.

The Canadian Venture Building,

82 Richmond Street East,

Toronto, Ontario, M5C 1P1

Discussion dated June 26, 2024

Eskay Mining Corp.

Management's Discussion & Analysis

Year Ended February 29, 2024

Discussion dated: June 26, 2024

Introduction

The following management's discussion and analysis ("MD&A") of the financial condition and results of the operations of Eskay Mining Corp. ("Eskay" or the "Company") constitutes management's review of the factors that affected the Company's financial and operating performance for the year ended February 29, 2024. This MD&A has been prepared in compliance with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations. This discussion should be read in conjunction with the audited annual financial statements of the Company for the years ended February 29, 2024 and February 28, 2023, together with the notes thereto. The Company's financial statements and the financial information contained in this MD&A are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee ("IFRIC"). Information contained herein is presented as of June 26, 2024, unless otherwise indicated.

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Eskay common shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Further information about the Company and its operations is available on Eskay's website at www.eskaymining.comor on SEDAR Plus at www.sedarplus.com.

Cautionary Note Regarding Forward-Looking Information

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 statements 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. 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.

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Eskay Mining Corp.

Management's Discussion & Analysis

Year Ended February 29, 2024

Discussion dated: June 26, 2024

Forward-looking statements

Assumptions

Risk factors

Potential

of

the

Company's

Financing will be available for future

Precious and base metals price

properties

to

contain

economic

exploration and evaluation of the

volatility; uncertainties

involved in

deposits of precious and base

Company's

properties;

the

actual

interpreting

geological

data

and

metals. For fiscal 2025, the

results of the Company's exploration

confirming

title

to

acquired

Company's

exploration

expenses

and evaluation activities will be

properties;

the

possibility

that

will be determined in accordance

favourable;

operating,

exploration

future exploration results will not

with

the

exploration

service

and evaluation costs will not exceed

be consistent with the Company's

agreement between P2 Gold Inc.

the

Company's expectations;

the

expectations;

availability

of

("P2") and Eskay.

Company will be able to retain and

financing for and actual results of

attract skilled staff; all requisite

the Company's

exploration

and

regulatory

and

governmental

evaluation activities;

increases in

approvals

for

exploration

projects

costs;

environmental

compliance

and other operations will be received

and changes in environmental and

on a timely basis upon terms

other

local

legislation

and

acceptable to the Company, and

regulation;

interest

rate

and

applicable

political

and

economic

exchange

rate

fluctuations;

conditions are favourable to the

changes in economic and political

Company; the price of precious and

conditions;

the

Company's ability

base metals and applicable interest

to retain and attract skilled staff;

and exchange rates will be

availability of permits.

favourable to the Company; no title

disputes exist with respect to the

Company's properties.

For fiscal 2025, the Company's

The Company has anticipated all

Unforeseen costs to the Company

operating expenses are estimated to

material costs; the operating activities

will arise; any particular operating

be approximately $42,000 per

of the Company for fiscal 2025 and the

costs increase or decrease from the

month.

costs associated therewith, will be

date of the estimation; changes in

consistent

with

Eskay's

current

economic conditions.

expectations.

Based on the Company's working

Financing will be available for the

Gold and other metals price volatility,

capital surplus of $3,540,881 at

Company's exploration and evaluation

changes in debt and equity markets;

February 29, 2024 (February 28,

activities and the results thereof will be

timing and availability of external

2023 -

working

capital

surplus of

favourable;

actual

operating

and

financing on acceptable terms; the

$1,609,798),

the

Company

exploration costs will be consistent with

uncertainties involved in interpreting

anticipates it will have sufficient

the

Company's

current

expectations;

geological data and confirming title to

funds for its operating and

the Company will be able to retain and

acquired properties;

the

possibility

exploration work requirements.

attract skilled staff; all applicable

that future exploration results will not

regulatory and governmental approvals

be consistent with the Company's

for exploration projects and other

expectations;

increases

in

costs;

operations will be received on a timely

environmental

compliance

and

basis upon terms acceptable to the

changes in environmental and other

Company; the Company will not be

local

legislation

and

regulation;

adversely

affected

by

market

interest rate and exchange rate

competition; debt and equity markets,

fluctuations;

changes

in

economic

exchange and interest rates and other

and

political

conditions;

the

applicable

economic

and

political

Company's ability to retain and

conditions are favourable to the

attract skilled staff; availability of

Company; the price of gold and/or

permits; market competition.

other applicable metals will be

favourable to the Company; no title

disputes exist with respect to the

Company's properties.

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Eskay Mining Corp.

Management's Discussion & Analysis

Year Ended February 29, 2024

Discussion dated: June 26, 2024

Inherent in forward-looking statements are risks, uncertainties, and other factors beyond the Company's ability to predict or control. Please also refer to those risk factors referenced in the "Risks and Uncertainties" section below. Readers are cautioned that the above chart 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 future 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 because 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.

Description of Business

The Company was incorporated under the British Columbia Business Corporations Act and continued November 2, 2010, under the Business Corporations Act of Ontario. Its common shares are listed on the TSX Venture Exchange ("TSXV") (symbol "ESK") and the Frankfurt Stock Exchange (symbol "WKN 878985"). On July 9, 2020, the Company's common shares were approved for and started trading on the OTCQB Venture Market in the United States under the symbol (OTCQB: ESKYF). The Company is a natural resource company engaged in the acquisition and exploration of mineral properties in British Columbia, Canada. To date, the Company has not generated significant revenues from operations.

The Company has no revenues, so its ability to ensure continuing operations is dependent on the discovery of economically recoverable reserves, confirmation of its interest in the underlying mineral claims, and its ability to obtain necessary financing to complete the exploration activities, development, if they are proven successful, and future profitable production.

Eskay's goal is to deliver superior returns to shareholders by concentrating on the exploration of its existing properties. The Company currently plans to focus on its material properties, as set out below under "Mineral Property Interests".

The Company will continue to attempt to raise capital to meet its ongoing operating activities.

Outlook and Economic Conditions

The Company is a Canadian base and precious metal exploration company, focused on exploring its current property interests, and on acquisitions of other mineral exploration properties, should such acquisitions be consistent with its objectives and acquisition criteria. The Company currently has operations in the Province of British Columbia, Canada. The Company's financial success will be dependent upon the extent to which it can make discoveries and on the economic viability of any such discoveries. The development of such assets may take years to complete and the resulting income, if any, is difficult to determine with any certainty. To date, the Company has not produced any revenues. The sales value of any minerals discovered by the Company is largely dependent upon factors beyond its control, such as the market value of the commodities produced.

There are significant uncertainties regarding the prices of base and precious metal and the availability of equity financing for the purposes of exploration and evaluation. The future performance of the Company is largely tied to the successful exploration, discovery and eventual development of its property interests, if they are proven successful, and other prospective business opportunities and the overall financial markets. Financial markets are likely to be volatile, reflecting ongoing concerns about the stability of the global economy. However, recently, equity markets in Canada have showed signs of improvement, with equities increasing significantly during this period. Strong equity markets are favourable conditions for completing a financing, public merger or acquisition transaction.

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Eskay Mining Corp.

Management's Discussion & Analysis

Year Ended February 29, 2024

Discussion dated: June 26, 2024

Management regularly monitors economic conditions, estimates their impact on the Company's operations, and incorporates these estimates in both short-term operating and longer-term strategic decisions.

The Canadian government has not introduced measures which impede the activities of Eskay. Management believes the business will continue and accordingly, the current situation bears no impact on management's going concern assumption. However, it is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of Eskay in future periods. Accordingly, to execute the Company's plans for the near term as outlined under the heading "Mineral Property Interests" and meet the Company's administrative overhead, the Company is required to complete a financing. See "Risks and Uncertainties".

Highlights

On March 13, 2023, the Company announced the addition of Mr. Riaz Mirza, M. Sc as Geophysical Advisor to its exploration team. Mr. Mirza brings a wealth of experience in the application of geophysics for precious and base-metal exploration in the Golden Triangle where he has been actively engaged in numerous projects over the past decade.

On March 20, 2023, the Company announced that an aggregate of 1,250,000 options to purchase common shares of Eskay at $0.66 per share for five years have been granted to directors and a consultant of Eskay.

On May 18, 2023, the Company announced its exploration plans for 2023 at its Consolidated Eskay project, Golden Triangle, BC. Multiple new compelling targets have been identified through proprietary processing of detailed magnetic data by Riaz Mirza and his team at Simcoe Geosciences. These targets provide Eskay Mining with a long list of high- quality drill targets to pursue this season.

On June 6, 2023, the Company announced that it, Seabridge Gold inc. ("Seabridge") and Seabridge's wholly-owned subsidiary KSM Mining ULC ("KSM"), had signed an agreement to terminate the amended agreement, whereby Seabridge and Eskay were to fund the cost of construction of the first nine kilometres of the Coulter Creek Access Road ("CCAR"), estimated to cost $12.5 million, with a limit on Eskay's contribution to a maximum of $6,250,000. Seabridge provided Eskay with a $3 million revolving loan facility at an interest rate of 3% per year to give Eskay flexibility with funding its share of the costs of construction. The parties released each other from all obligations under the amended agreement including any obligations relating to the completion of the First Segment of the CCAR, any obligation of Eskay to contribute to construction costs relating to the First Segment of the CCAR or any obligation of Seabridge to provide further loans or of Eskay to repay loans provided by Seabridge, or interest thereon. In addition, the 500,000 Bonus Warrants issued to Seabridge were cancelled. Eskay will have the right after completion of the First Segment of the CCAR, as long as KSM or its assignee operates the relevant CCAR segment, to request a road use agreement for the use of the First Segment of the CCAR. Pursuant to the terms of the road use agreement, Eskay will be required to pay an industry standard portion of maintenance costs and $100,000 per year for up to eight years (which may be non-consecutive years) for use of the First Segment of the CCAR.

On July 7, 2023, the Company announced that it has sold 5 mining claims in the Golden Triangle area of BC to Skeena Resources Limited ("Skeena") in consideration for aggregate cash payments of $4 million. The initial consideration of $2 million was paid to Eskay on closing, a further $1 million was paid on October 31, 2023, and the final $1 million payment was paid on December 31, 2023. Eskay retains a 2% net smelter returns royalty (the "Royalty") in the Claims. Skeena can purchase 50% of the Royalty at any time for $2 million. In addition, Eskay will not be required to pay any road use fees to Skeena for its use of the Eskay Creek Road for the five year period ending December 31, 2027, provided that its road use those years is consistent with its road use in 2022. Four of the Claims are north and west of the Skeena Eskay Creek Project and one of the Claims is adjacent to the west side of the Skeena Eskay Creek Project.

On August 31, 2023, the Company announced that it had recently drilled significant intervals of stockwork and/or massive sulfide mineralization at four new targets as part of its 2023 diamond drill campaign at its 100% controlled Consolidated Eskay Gold Project in the Golden Triangle of British Columbia. Precious metal-rich VMS deposits are the focus of the Company's exploration.

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Eskay Mining Corp.

Management's Discussion & Analysis

Year Ended February 29, 2024

Discussion dated: June 26, 2024

On October 3, 2023, the Company held a Shareholders Meeting, in which all matters in the Notice of Meeting, including the adoption of the 2023 Incentive Stock Option Plan, were approved.

On November 2, 2023, the Company announced it has received very encouraging assay results from its 2023 diamond drill campaign at its 100% controlled Consolidated Eskay Gold Project in the Golden Triangle of British Columbia. Precious metal-rich VMS deposits are the focus of the Company's exploration.

Further to the Company's Press Release of July 10, 2023, subsequent to the end of the quarter, the Company received the final $1 million payment from Skeena Resources Limited for the sale to Skeena of 5 mining claims in the Golden Triangle area of BC.

Events subsequent to February 29, 2024

On March 22, 2024, the Company granted an aggregate of 1,500,000 options to purchase common shares of the Company at $0.31 per share for five years to two directors of the Company.

On March 6, 2024, 1,500,000 options with an exercise price of $0.08 expired unexercised.

As at April 22, 2024, 2,222,223 warrants exercisable at $3.40 expired unexercised.

On June 4, 2024, the Company signed a non-binding letter of intent with P2 pursuant to which the Company agreed to acquire P2 in a business combination pursuant to a plan of arrangement (the "Proposed Transaction"). The Company will acquire all of the issued and outstanding common shares of P2 on the basis of 0.2778 of a common share of the Company for each P2 share. The Company will issue 42,350,147 common shares for the acquisition of P2 with the P2 shareholders holding approximately 19% of the Company after giving effect to the Proposed Transaction and the current shareholders of the Company holding approximately 81% of the Company after giving effect to the Proposed Transaction. Further particulars of the Proposed Transaction are available on the Company's SEDAR+ profile at www.sedarplus.com.

On June 4, 2024, the Company and P2 signed an exploration services agreement under which P2 agreed to plan and execute an exploration program on the Eskay-Corey Property for the 2024 exploration season.

On June 26, 2024, the Proposed Transaction was terminated.

Overall Objective

The primary business objective of Eskay is the acquisition, exploration and evaluation of mineral properties based upon Eskay's current holdings in British Columbia, Canada. In furtherance of this objective, the Company established the following business strategy:

• Develop and implement a discretionary exploration budget on its property interests with a view to establishing a viable mineral deposit; and
• Capitalize on management's technical expertise and ability to identify, evaluate, and acquire exploration properties.

See "Risks and Uncertainties" below.

Trends

Management regularly monitors economic conditions and estimates their impact on the Company's operations and incorporates these estimates in both short-term operating and longer-term strategic decisions. Strong equity markets are favorable conditions for completing a public merger, financing, or acquisition transaction. Apart from these and the risk factors noted under the heading "Risks and Uncertainties", and "Outlook and Economic Conditions", management is not aware of any other trends, commitments, events, or uncertainties that would have a material effect on the Company's business, financial condition, or results of operations.

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Eskay Mining Corp.

Management's Discussion & Analysis

Year Ended February 29, 2024

Discussion dated: June 26, 2024

Off-Balance-Sheet Arrangements

As of the date of this MD&A, the Company does not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company, including, and without limitation, such considerations as liquidity, capital expenditures and capital resources that would be material to investors.

Mineral Property Interests

Technical information

Dr. Quinton Hennigh, P. Geo., a Director of the Company, and its technical advisor, is a Qualified Person under the definition of National Instrument 43-101. Dr. Hennigh has approved the disclosure contained under the heading "Mineral Property Interests" and has verified the scientific and technical data contained herein.

The following table summarizes the Company's current exploration programs at the ESKAY-Corey Mineral Claims, and total estimated cost to complete each exploration program, and total expenditures incurred during the period presented rounded to the nearest thousandth.

Activities for the			Planned Fiscal Expenditures
year ended	February 29, 2024	Spent (approx.)	February 29, 2024 (approx.)
Maroon Cliffs	$	380,000	$	480,000
Hexacon Mercury		380,000		480,000
Tarn Lake / Scarlett Knobs		760,000		960,000
Cumberland		380,000		480,000
TV South		380,000		480,000
Storie Creek		380,000		480,000
Other - follow up		1,140,000		1,440,000
		$	3,800,000	$	4,800,000

Based on the Company's working capital surplus of $3,540,881 on February 29, 2024 (February 28, 2023 - working capital surplus of $1,609,798), the Company anticipates it will have sufficient funds for its operating and exploration work requirements.

For fiscal 2025, the Company's exploration expenses will be determined in accordance with the exploration service agreement between P2 and Eskay.

On July 7th, 2023, the Company sold 5 Claims in the Golden Triangle area of BC to Skeena in consideration for aggregate cash payments of $4 million (Figure 1). The initial consideration of $2 million was paid to Eskay on Closing, a further $1 million was paid on October 31, 2023 and the final $1 million payment was paid on December 31, 2023. Eskay retains a 2% Royalty in the Claims. Skeena can purchase 50% of the Royalty at any time for $2 million. In addition, Eskay will not be required to pay any road use fees to Skeena for its use of the Eskay Creek Road for the five- year period ending December 31, 2027. Four of the Claims are north and west of the Skeena Eskay Creek Project and one of the Claims is adjacent to the west side of the Skeena Eskay Creek Project.

2023 Targets

Seven targets were the focus of the 2023 exploration campaign: Tarn Lake, Maroon Cliffs, Hexagon-Mercury, Storie Creek, Cumberland, Scarlet Knob-Bruce Glacier and TV South (Figure 1). Drilling at Tarn Lake, Scarlet Knob-Bruce Glacier, and Cumberland have yielded significant intercepts of stockwork and/or massive sulfide mineralization.

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Eskay Mining Corp.

Management's Discussion & Analysis

Year Ended February 29, 2024

Discussion dated: June 26, 2024

Figure 1: Plan view of Eskay Mining's land holdings at Consolidated Eskay Gold Property.

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Eskay Mining Corp.

Management's Discussion & Analysis

Year Ended February 29, 2024

Discussion dated: June 26, 2024

Cumberland

This target is situated approximately 4.5 km south of the TV deposit, subject of substantial drilling over the past three seasons. No appreciable work has been conducted in this area for at least twenty years. A current total of eight drill holes have been completed by Eskay Mining this season (Figure 2), seven of which intercepted seafloor-proximal stockwork and massive sulfide mineralization over core lengths of approximately 25 to 85 meters (Figure 3). The mineralized seafloor horizon strikes NNW and dips steeply to the east (Figures 4 and 5). Stockwork mineralization (Figure 3) is hosted by pillow andesite and dacite flows (Figure 4), with seafloor-hosted massive sulfide overlying the stockwork zone, and a non-mineralized basalt overlying seafloor mineralization. The mineralized contact between the stockwork andesite and the non-mineralized cap basalt is defined by a sharp contrast in magnetic susceptibility, with the strongly altered stockwork andesite having a low magnetic susceptibility and the cap basalt having a high magnetic susceptibility (Figure 6). This contrast in magnetic susceptibility defining the seafloor position suggests that extant airborne magnetic data can be used to trace the seafloor position under cover of vegetation at Cumberland. Additionally, the trend of seafloor mineralization drilled in 2023 extends towards Ag soil anomalies (Figure 5) discovered by sampling programs in the late 1980's and early 1990's. This area has received very little drilling and is considered a high-priority target for exploration in 2024.

Figure 2: Down-hole assay results in Au equivalent for 2023 drilling at Cumberland. A plan view map is at top, and a cross-section view looking along strike is at bottom.

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Eskay Mining Corp.

Management's Discussion & Analysis

Year Ended February 29, 2024

Discussion dated: June 26, 2024

Figure 3: Seafloor-proximal sulfide mineralization in drill hole CBL23-29. Stockwork mineralization was intercepted as deep as 120 m in this hole, and transitions to semi-massivereplacement-style mineralization hosted by pillow andesite and associated with barite alteration. Immediately overlying the pillow andesite is massive sulfide in filling barite breccia. This style of mineralization and alteration is consistent with a seafloor position. All styles of sulfide mineralization intercepted at Cumberland are highly polymetallic with abundant pyrite, sphalerite, galena, chalcopyrite, arsenopyrite and Ag-sulfosalt minerals.

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