Foran Mining : Earnings Document

Management's Discussion and Analysis

For the three and six months ended June 30, 2023 and 2022

TABLE OF CONTENTS
FORWARD LOOKING STATEMENTS	3
NATURE OF BUSINESS	4
OUTLOOK FOR 2023	5
RECENT EVENTS AND DEVELOPMENTS	6
MINERAL PROPERTIES	6
MCILVENNA BAY PROPERTY	7
BIGSTONE PROPERY	10
OVERALL PERFORMANCE	10
SELECTED FINANCIAL INFORMATION	10
RESULTS OF OPERATIONS	11
SUMMARY OF QUARTERLY RESULTS	12
CASH FLOWS	12
LIQUIDITY AND CAPITAL RESOURCES	13
TABLE OF CONTRACTUAL OBLIGATIONS	15
OFF-BALANCE SHEET ARRANGEMENTS	15
RELATED PARTY TRANSACTIONS	15
SHARE CAPITAL	15
PROPOSED TRANSACTIONS	15
CRITICAL ACCOUNTING POLICIES AND ESTIMATES	16
CONTROLS AND PROCEDURES	16
FINANCIAL INSTRUMENTS	16
RISKS AND UNCERTAINTIES	17
QUALIFIED PERSON	18

FORAN MINING CORPORATION | MANAGEMENT'S DISCUSSION AND ANALYSIS

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This Management's Discussion and Analysis ("MD&A") of the financial position and results of operations for Foran Mining Corporation (the "Company" or "Foran") should be read in conjunction with the audited consolidated financial statements of the Company as at and for the year ended December 31, 2022 and unaudited condensed consolidated interim financial statements for the three and six months ended June 30, 2023 and the related notes thereto, which have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). For further information on the Company, reference should be made to its public filings on SEDAR+ at www.sedarplus.comor the Company's website at www.foranmining.com.

This MD&A is prepared by management and approved by the Board of Directors as of August 10, 2023. The discussion covers the three ("Q2 2023") and six months ended June 30, 2023 and the subsequent period up to the date of issuance of this MD&A. All amounts are stated in Canadian dollars unless otherwise indicated.

FORWARD LOOKING STATEMENTS

This MD&A contains certain forward-looking information and forward-looking statements, as defined under applicable securities laws (collectively referred to herein as "forward - looking statements"). These statements relate to future events or to the future performance of the Company and reflect management's expectations and assumptions as of the date hereof or as of the date of such forward- looking statement.

All statements other than statements of historical fact are 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. Readers are cautioned not to place undue reliance on these statements and should note that the assumptions and risk factors discussed in this MD&A are not exhaustive. 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. All forward-looking statements herein are qualified by this cautionary statement. The Company disclaims any intention or obligation to update or revise any forward- looking statements, whether as a result of new information, future events or otherwise.

Inherent in forward - looking statements are known and unknown risks, estimates, assumptions, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward- looking statements contained in this MD&A. These factors include, but are not limited to, management's belief, expectations and response to the following: The Company's reliance on McIlvenna Bay (as defined below); The Company has a history of losses and may not be able to generate sufficient revenue to be profitable or to generate positive cash flow on a sustained basis; The Company is exposed to risks related to mineral resources exploration and development; Activities of the Company may be impacted by the COVID-19 Pandemic, Infectious Diseases and other health crises; The current global financial conditions are volatile and may impact the Company in various manners; The Company's business may be impacted by the Ukraine-Russia conflict; The Company has no history of mineral production; The Company is subject to government regulation and failure to comply could have an adverse effect on the Company's operations; Failure to comply with covenants under the Credit Facility (as defined below) may have a material adverse impact on the Company's operations and financial conditions; The Company may be involved in legal proceedings which may have a material adverse impact on the Company; The market price of the Company's common shares may be subject to volatility and a lack of an active market for the Company's common shares may develop; The Company may be unable to obtain adequate insurance to cover risks; The Company's operations are subject to extensive environmental, health and safety regulations; Mining operations involve hazards and risks; The Company may not be able to acquire or maintain satisfactory mining title rights to its property interests; Indigenous peoples' title claims may adversely affect the Company's ability to develop its mineral projects; The Company's operations require the acquisition and maintenance of permits and licenses, and strict regulatory requirements must be adhered to; Mineral resource and mineral reserve estimates are based on interpretations and assumptions that may not be accurate; Uncertainties and risks relating to the 2022 Feasibility Study; The estimation of mineral resources and reserves; The realization of mineral resource and reserve estimates; There is no assurance that the Company's exploration and development programs and properties will result in the

FORAN MINING CORPORATION | MANAGEMENT'S DISCUSSION AND ANALYSIS

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discovery, development or production of a commercially viable ore body or develop new resources; Metals prices are subject to wide fluctuations; The mining industry is highly competitive; The Company's success is largely dependent on management; The Company has a limited history of operations; Loss of key personnel could materially affect the Company's operations and financial condition; The Company may require additional financing and future share issuances may adversely impact share prices; Exercise or settlement of outstanding options, restricted share units, deferred share units and warrants may be dilutive; Price volatility of publicly traded securities may affect the market price of the Company's common shares; The Company's operations may be adversely impacted by the effects of climate change and climate change regulation; Inadequate infrastructure may affect the Company's operations; The Company's future success depends on its relationships with the communities in which it operates; Reputational damage could adversely affect the Company's operations and profitability; The Company may be subject to production risks; The Company has incurred substantial losses and may never be profitable; The Company may use certain financial instruments that subject it to a number of inherent risks; The Company may not be able to complete acquisitions it pursues and any completed acquisitions or business arrangements may ultimately not benefit its business; The Company has no history of paying dividends; The Company may be subject to potential conflicts of interest with its directors and/or officers; Any enforcement proceedings under Canada's Extractive Sector Transparency Measures Act against the Company could adversely affect the Company; Security breaches of the Company's information systems could adversely affect the Company; The expected commencement of additional drilling; The receipt of assay results, and the additional risks identified in our filings with Canadian securities regulators on SEDAR+ in Canada (available at www.sedarplus.com).

The forward-looking statements contained in this MD&A reflect the Company's current views with respect to future events and are based upon a number of assumptions that, while considered reasonable by the Company, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies. These assumptions include: the Company's mineral reserve and resource estimates and the assumptions upon which they are based, including geotechnical and metallurgical characteristics of rock confirming to sampled results and metallurgical performance; tonnage of ore to be mined and processed; ore grades and recoveries; assumptions and discount rates being appropriately applied to the technical studies; success of the Company's projects, including McIlvenna Bay; prices for zinc, copper, gold and silver remaining as estimated; currency exchange rates remaining as estimated; availability of funds for the Company's projects; capital decommissioning and reclamation estimates; mineral reserve and resource estimates and the assumptions upon which they are based; prices for energy inputs, labour, materials, supplies and services (including transportation); no labour-related disruptions; no unplanned delays or interruptions in scheduled construction and production; all necessary permits, licenses and regulatory approvals are received in a timely manner; the investment of Ontario Teachers' (as defined below) in the McIlvenna Bay Project; and the ability to comply with environmental, health and safety laws. The foregoing list of assumptions is not exhaustive.

NATURE OF BUSINESS

The Company was originally incorporated under the laws of British Columbia ("BC") on June 21, 1989. The Company is a reporting issuer in BC, Alberta, Ontario, New Brunswick, Nova Scotia and Newfoundland and Labrador. The Company's common shares are traded on the Toronto Stock Exchange under the symbol "FOM". The Company's principal business activity is the acquisition, exploration and development of mineral properties with the objective of discovering mineral reserves and the development of an operating mine. The Company's flagship property is its 100% owned McIlvenna Bay property in Saskatchewan, Canada, 65 kilometres ("km") west of Flin Flon, Manitoba. Further information regarding the business of Foran, its operations and its mineral properties can be found in the most recent Annual Information Form filed on SEDAR+ and found at www.sedarplus.com.

To date the Company has not generated any revenues.

FORAN MINING CORPORATION | MANAGEMENT'S DISCUSSION AND ANALYSIS

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Foran is presently in the pre-development stage after announcing the results from a Feasibility Study for the McIlvenna Bay Project ("McIlvenna Bay"). McIlvenna Bay is a copper ("Cu") - zinc ("Zn") - gold ("Au")

• silver ("Ag") rich volcanic hosted massive sulphide deposit intended to be the center of a new mining camp in a prolific district that has already been producing for 100 years.

Foran's objective is to build McIlvenna Bay based on the Company's carbon neutrality goals and initiatives, part of a broader mission to create a blueprint for responsible mining that is upheld as leading practice globally. Foran is committed to creating value for all stakeholders, which includes working with and supporting local communities, providing safe employment, ensuring diversity and equality, enhancing biodiversity, and not contributing to climate change.

OUTLOOK FOR 2023

Surface Prep and Exploration Decline

The underground development associated with the exploration decline is planned to be 1,475 metres in length upon completion. During the year-ended December 31, 2022, total costs incurred were $26 million, including $9 million on underground development and supporting infrastructure on surface. Pre-conditioning of the sandstone by jet grouting from surface was completed and approximately 132 metres were advanced, 67m of which were through the challenging sandstone layer in 2022.

After pausing the decline development in late 2022, the Company anticipates restarting the development of the decline in August of 2023 following the receipt of water treatment discharge permits. Approximately 400 metres of development is expected to be completed during 2023 with the remaining metres expected to be completed in 2024.

Early Works

Early Works commenced in 2022 and focused primarily on securing long lead items including the semi- autogenous grinding ("SAG") and ball mills, primary crusher, flotation circuits and underground mobile equipment.

During 2023, and in advance of a construction decision, the Company's early works program is expected to focus on the following key areas:

• Detailed engineering for surface and underground infrastructure;
• Procurement and installation of both temporary and permanent construction camps;
• Complete definition phase of the SaskPower transmission line and initiate the development phase;
• Long-leadmobile mining equipment procurement;
• Procurement of surface infrastructure including warehouse, truck shop, pre-engineering building and modular office complex; and
• Commissioning of the LNG power plant for the construction phase.

Exploration

Exploration activities in 2022 were primarily focused on regional targets in close proximity to the McIlvenna Bay Deposit as well as the adjacent Bigstone Property. Exploration in 2022 was highlighted by the discovery of the Tesla Zone, a new zone of near-mine mineralization located approximately 300 metres from the currently defined McIlvenna Bay Deposit.

During 2023, the Company continues to focus on regional exploration of its land holdings and the expansion of the Tesla Zone. For the six months ended June 30, 2023, the Company has completed approximately 18,500 metres of drilling and by the conclusion of 2023, the Company plans to complete approximately

34,000 metres of drilling, including:

FORAN MINING CORPORATION | MANAGEMENT'S DISCUSSION AND ANALYSIS

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