Nubian Resources : Q2 2022 Management's Discussion & Analysis

NUBIAN RESOURCES LTD.

Management's Discussion and Analysis of Financial Position and Results of Operations for the six months ended January 31, 2022

CONTAINING INFORMATION UP TO AND INCLUDING MARCH 31, 2022

Nubian Resources Ltd. ("Nubian" or the "Company") is listed on the TSX Venture Exchange ("TSX-V") and the OTCQB Venture Market under the trading symbols "NBR" and "NBRFF". The Company is a junior mineral exploration company whose mission is to create shareholder value by discovering and developing mineral resources which can be profitably exploited.

This management discussion and analysis ("MD&A") of the consolidated operating results and financial condition of the Company for the interim period ended January 31, 2022 have been prepared in accordance with International Financial Reporting Standards ("IFRS"). This MD&A is intended to help the reader understand the condensed consolidated financial statements of the Company.

Management is responsible for the preparation and integrity of the financial statements, including the maintenance of appropriate information systems, procedure and internal controls and to ensure that information used internally or disclosed externally, including the financial statements and MD&A, is complete and reliable. The Company's board of directors follows recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders. The board's audit committee meets with management quarterly to review the financial statements including the MD&A and to discuss other financial, operating and internal control matters.

Readers should use the information contained in this report in conjunction with all other disclosure documents including those filed on SEDAR(www.SEDAR.com). Additional information relating to Nubian can be found on the Company's websitewww.nubianr.com.

All dollar amounts referred to in this discussion and analysis are expressed in Canadian dollars except where indicated otherwise.

The date of this MD&A is March 31, 2022.

Forward Looking Statements

Except for statements of historical fact, certain information contained herein constitutes forward-looking statements. Forward-looking statements are usually identified by the use of certain terminology, including "will", "believes", "may", "expects", "should", "seeks", "anticipates", or "intends" or by discussions of strategy or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results or achievements to be materially different from any future results or achievements expressed or implied by such forward-looking statements. Forward-looking statements are statements that are not historical facts, and include but are not limited to, estimates and their underlying assumptions; statements regarding plans, objective and expectations with respect to the effectiveness of the Company's business model; future operations, products and services; the impact of regulatory initiatives on the Company's operations; the size of and opportunities related to the markets for the Company's products; general industry and macroeconomic growth rates; expectations related to possible joint and/or strategic ventures and statements regarding future performance.

Forward-looking statements used in this discussion are subject to various risks and uncertainties, most of which are difficult to predict and generally beyond the control of the Company. If risks or uncertainties materialize, or if underlying assumptions prove incorrect, the Company's actual results may vary materially from those expected, estimated or projected. Forward looking statements in this document are not a prediction of future events or circumstances, and those future events or circumstances may not occur. Given these uncertainties, users of the information included herein, including investors and prospective investors are cautioned not to place undue reliance on such forward-looking statements.

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NUBIAN RESOURCES LTD.

Management's Discussion and Analysis of Financial Position and Results of Operations for the six months ended January 31, 2022

CONTAINING INFORMATION UP TO AND INCLUDING MARCH 31, 2022

Company Background

The Company is focused on precious metals with a goal to develop properties with an economical resource equivalent of a minimum of 1 million ounces of "inferred and indicated" gold within two to three years from acquisition. Opportunities outside the precious metal sector are to be developed in conjunction with joint venture partners specialized in the respective metal and location, with Nubian retaining an interest in cash-flow and property royalty.

Recent Developments

Exploration Projects

Australian Projects

On May 21, 2020, the Company entered into a binding letter of intent to acquire the Yandoit Project, situated in the historic Daylesford gold corridor of central Victoria, Australia (the "Yandoit LOI"). The approximately 38 square kilometre (3,800 ha) property consists of one Mining Licence and one Exploration Licence, collectively the "Yandoit Project". At the time of the signing of the Yandoit LOI, the vendor, B.S.B. Mining Pty Ltd. ("BSB Mining"), an arm's length party to the Company, was finalizing the purchase of a second Exploration Licence that has six historic gold mines. Under the terms of the Yandoit LOI, Nubian paid an AU$20,000 (~C$18,300) deposit for an exclusivity period of 90 days. As part of the Yandoit LOI, BSB Mining will be granted 2% net smelter return royalty, which can be purchased by Nubian at AU$250,000 (~C$229,000) at any time after 36 months from the definitive agreement date.

On August 17, 2020, the Company signed an extension to the Yandoit LOI to provide for additional time to complete due diligence and finalize definitive agreements. On September 24, 2020, the Company received Australian Foreign Investment Review Board ("FIRB") approval for the acquisition of Ballarat Investment Project Management Pty Ltd. ("BIPM"), a company that holds the Yandoit Project mining concessions subsequent to organization and transfer by BSB Mining.

In connection with the Yandoit LOI, on October 27, 2020, the Company announced that its wholly-owned subsidiary, Blackwood Prospecting Pty Ltd. ("Blackwood") entered into a definitive subscription agreement with BIPM and has settled on definitive agreements to acquire a 60% interest and the right to acquire the remaining 40% interest in the Yandoit Project.

On November 27, 2020, the Company closed the acquisition of the Yandoit Project with the payment ofA$370,000 (C$357,346) in cash and issued 4,695,093 common shares in the capital of the Company at a deemed price of C$0.15 per share to BIPM Shareholders, including 333,333 common shares issued pursuant to a finder's fee agreement and entered into a promissory note with BIPM Shareholders, which promissory note is redeemable at the expiration of 18 months from the closing date for, at the sole election of Blackwood, one of the following: (i) the payment of AUD$750,000 in cash; or (ii) the issuance to the BIPM Shareholders of a number of common shares in the capital of the Company equal to the quotient obtained by dividing the Canadian dollar equivalent of AUD$750,000, by the volume weighted average price of the Company's common shares traded on the TSX-V for the 20 trading days immediately preceding the redemption date; or (iii) by transferring to the BIPM Shareholders a number of shares of BIPM equivalent to 35% of the issued capital of BIPM (thereby reducing the Company's indirect holdings in BIPM to 25% of the issued capital of BIPM).

On December 23, 2020, the Company announced the commencement of exploration at the Yandoit Project and provided exploration updates in press releases dated March 3, April 29, June 8, October 6, 2021 and March 22, 2022.

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NUBIAN RESOURCES LTD.

Management's Discussion and Analysis of Financial Position and Results of Operations for the six months ended January 31, 2022

CONTAINING INFORMATION UP TO AND INCLUDING MARCH 31, 2022

On June 8, 2021, the Company announced the commencement of diamond drilling at the Yandoit Project targeting seven locations within the project area along a north south trending gold mineralized corridor defined by historical mine shafts and workings. Targets were defined by a combination of recent geophysical surveys, soil geochemistry and geological mapping alongside past mine production records. It was noted that drilling would begin at the North Sardinia Prospect which consists of at least four major gold bearing reefs that were exploited and last mined around the 1860's and that drilling is planned to test these reefs at depth and to expand on known gold mineralization in the area. Mapping and sampling by Nubian has highlighted the prospectivity of North Sardinia, and revealed significant quantities of gold within sulphide that was not recoverable when mining previously occurred.

On August 6, 2021, the Company announced in relation to the Yandoit Project, that the transfers of the adjacent EL6274 and mining licence (MIN5503) to BIPM, a controlled subsidiary of the Company, were waiting for final authorization from Earth Resources Regulation, Department of Jobs, Precincts and Regions ("Earth Resources Regulation") due in part to the original license holder having been placed into Administration, an event beyond the Company's control, which resulted in an extended review process by Earth Resources Regulation. It was disclosed that until such time as the transfers occur, the Company was not able to conduct exploration or drilling programs in the areas covered by these licenses. On November 4, 2021, the Company announced that the the transfer of EL6274 had been finalized.

On July 11, 2020, the Company entered into a binding letter of intent with Stavely Minerals Limited and its wholly-owned subsidiary, Stavely Tasmania Pty Ltd. (collectively "Stavely") to acquire three mining projects (the "Stavely LOI"). Together, the three mining projects comprise six exploration licenses that include the 82 km2 Fosterville East Project located in central Victoria, approximately 10 km east of Kirkland Lake Gold's Fosterville Gold Mine, and the 27 km2 Lefroy and 142 km2 Mathinna projects located in northeast Tasmania (collectively the "Stavely Projects"). In exchange for acquiring 100% the Stavely Projects, Nubian paid an AU$100,000 (CA$94,900) non-refundable deposit and will issue Nubian shares equal to AU$2,400,000 (CA$2,278,000) based on the volume weighted average price of Nubian shares on the five trading days prior to the execution of definitive agreements, subject to a minimum of 5,050,000 common shares being issued.

On December 15, 2020, the Company closed its acquisition of the Stavely Projects. In exchange for acquiring 100% the Stavely Projects, Nubian paid AU$2,500,000 comprising AU$100,000 (CA$94,900) in cash as a deposit and issued 5,050,000 common shares of the Company in accordance with the Stavely LOI. The common shares issued are subject to a statutory hold period of four months and one day in accordance with securities laws. In connection with the acquisitions, the Company's subsidiary, Blackwood, entered into a share Purchase Agreement with Van Diemens Gold Limited and Stavely Minerals Limited for the purchase of all of the issued and outstanding shares of Stavely Tasmania Pty Ltd, the owner of the Fosterville East project and the Lefroy and Mathinna projects, and a share purchase agreement with Lantech Developments Pty Ltd, Long Weekend (QLD) Pty Ltd and a private individual for the purchase of all of the issued and outstanding shares of Bestlevel Holdings Pty Ltd ("Bestlevel"), the part owner of three of Mathinna Exploration Licences. These three Exploration Licences in the Mathinna project had been held by Bestlevel and Stavely (as operator) pursuant to a farm-in agreement. In connection with the acquisition, the Company also issued 126,832 common shares as a finder's fee.

On September 8, 2021, the Company announced that a 50-line km gravity survey on the Company's Fosterville East property (EL006668) in the Central Victorian Goldfields, Australia had been completed. The initial geophysical campaign comprised five east-west and one north-south lines utilizing existing road access where possible. Two lines passed close to historic gold workings in the area.

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NUBIAN RESOURCES LTD.

Management's Discussion and Analysis of Financial Position and Results of Operations for the six months ended January 31, 2022

CONTAINING INFORMATION UP TO AND INCLUDING MARCH 31, 2022

Peru Project

On August 18, 2020, the Company accelerated its purchase of the Esquilache Silver Project, located in southern Peru, with a one-time cash payment to Zinc One Resources Inc. ("Zinc One") of $350,000 to satisfy all the payments due under the original agreement dated December 28, 2017. Subsequent to the payment, and transfer by Zinc One, the Company was able to register its 100% ownership of the Esquilache Project with the Peruvian Department of Mines clearing the way for the Company to apply for mine permits and firm up community agreements. Under the terms of the agreement with Zinc One, the Esquilache Project is subject to a 2% NSR of which Nubian will have the right to purchase 1% for $500,000 at any time, until the third anniversary of the first sale of gold, silver or concentrate.

United States Projects

On August 21, 2020, the Company announced that it had entered into a binding letter of intent with Athena Gold Corporation ("Athena") for Athena to acquire the Company's Excelsior Springs exploration project and the Palmetto mineral claims (the "Excelsior Spring Exploration Project"). Under the terms of the Athena LOI, Athena paid a $10,000 USD deposit to Nubian for an exclusive 90-day due diligence period during which time Nubian and Athena agreed to finalize definitive agreements with respect to the transaction, and for Athena to make an application for listing on a Canadian stock exchange and to raise a minimum of $750,000 USD. On December 11, 2020, Nubian and Athena entered into an option agreement that provides for Athena to acquire a 10% interest in the Excelsior Springs Exploration Project and Palmetto mineral claims with the issuance of 5,000,000 common shares at a deemed value of $0.05 (the "First Option") and prior to December 31, 2021, for Athena to acquire the remaining 90% interest in the Excelsior Springs Exploration Project and Palmetto mineral claims with the issuance of 45,000,000 common shares at a deemed value of $0.05 (the "Second Option"). To close the Second Option, it was agreed that Athena will have received approval for listing on the Canadian Securities Exchange, will have a minimum of $500,000 USD in cash and a maximum of 75 million common shares outstanding, with the issuance of the 45,000,000 common shares providing Nubian with an approximate 40% interest in Athena, and further that the Second Option Conditions Precedent being met will trigger a 30 day period within which Athena must exercise the Second Option. Nubian agreed to a hold period of six months from the date of issuance of the Athena consideration shares and further, the Company intends to distribute all or a portion of the Athena consideration shares received by it to its shareholders following the closing of the transaction as a return of capital. Any such distribution of Athena shares would be subject to obtaining the prior approval of the Company's shareholders and any required approvals of the TSX-V. Nubian will retain a 1% NSR on Excelsior Springs and Athena will have the right to purchase 0.5% for $500,000 and the remaining 0.5% at fair market value. The completion of the transaction is conditional upon the Company obtaining the prior approval of the transaction from the TSX-V and any other approvals required under applicable laws.

On October 21, 2021, the Company announced that Athena had received listing approval from the Canadian Securities Exchange with trading having commenced on October 18, 2021 under the symbol "ATHA" meeting the Second Option Conditions Precedent triggering the 30 day completion time to issuance the remaining 45,000,000 common shares of Athena. On November 23, 2021, the Company announced that it had entered into an Amending Agreement to provide for the exercise of the Second Option to December 31, 2021.

Effective December 31, 2021, the Company announced the acquisition by Athena of the remaining 90% interest that the Company held in the Excelsior Springs Exploration Project, as contemplated in the option agreement (the "Option Agreement") dated December 11, 2020. Athena acquired the interest in the Excelsior Springs Exploration Project through its acquisition of all of the outstanding shares of Nubian Resources (USA) Ltd. ("Holdco"), the legal owner of the claims and mineral rights comprising the Excelsior Springs Exploration Project. As a result of the transaction, through its ownership of Holdco, Athena now holds a 100% interest in the Excelsior Springs Exploration Project, subject to a 1% of net smelter returns royalty (the "Royalty") with respect to the Property granted to the Company. The transaction was effected as at December 31, 2021

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NUBIAN RESOURCES LTD.

Management's Discussion and Analysis of Financial Position and Results of Operations for the six months ended January 31, 2022

CONTAINING INFORMATION UP TO AND INCLUDING MARCH 31, 2022

pursuant to the terms a share purchase agreement (the "Share Purchase Agreement"), whereby the Company sold to Athena and Athena purchased from the Company all of the shares of Holdco for the remaining consideration payable under the terms of the Option Agreement, which consisted of 45 million shares of Athena's common stock ("Athena Shares") and the Royalty.

Under the terms of the Share Purchase Agreement, Nubian also agreed to use commercially reasonable efforts to distribute all Athena Shares that it holds to its shareholders, pro rata, subject to certain conditions, including that the distribution can be effected in accordance with applicable laws and the policies of the TSX-V, exempt from the requirements to file a prospectus in Canada. In order to facilitate this proposed distribution, the Company and Athena agreed to prepare and file with the U.S. Securities and Exchange Commission a registration statement on Form S-1, covering the resale and distribution by Nubian to its shareholders of the Athena Shares held by it, which distribution is not expected to occur for a minimum period of six months. The Company also agreed that, subject to certain exceptions, for a period of twelve months from the closing of the transaction, or until such time as Nubian owns less than 4.9% of the outstanding Athena Shares, it will not vote against any matters that have been recommended by Athena's board of directors for approval by Athena's shareholders at any meeting of Athena shareholders.

Corporate

On November 2, 2020, the Company announced the appointment of Matthew Andrews as a director and that David Fynn stepped down from the board of directors but will remain Chief Financial Officer of the Company. The Company also announced the appointment of Mark Saxon to its Technical Committee.

On January 27, 2021, the Company announced the appointment of Marc Henderson to the Company's board of directors and as Chairman of the Board and that in connection with Mr. Henderson's appointment, Campbell Woskett, a newly-elected director resigned, and will remain a member of the Company's Australian Advisory Committee.

On June 17, 2021, the Company announced that the Company's shares were approved to trade on the OTCQB Market under the symbol NBRFF.

On October 13, 2021, the Company announced that its common shares are eligible for settlement through the Depository Trust Company ("DTC"), a subsidiary of the Depository Trust & Clearing Corp. that manages the electronic clearing and settlement of publicly-traded companies in the United States.

Overview of Properties

Australia

Yandoit Project

The approximately 38 square kilometre (3,800 ha) property consists of one Mining Licence and one Exploration Licence. The Project is situated in the historic Daylesford gold corridor of central Victoria, Australia, located about 39 km northeast of the city of Ballarat and 100 km northwest of Melbourne. The advanced-stage Project is in a region that has seen punctuated periods of hard rock and alluvial gold mining over the past 160 years. Local geological environments are very similar to that seen in the higher activity Bendigo (e.g., Fosterville Mine, 70 km to the northeast), Castlemaine, and Malmsbury gold corridors located to the north and northeast.

Gold mineralization in the Bendigo, Malden and Yandoit-Franklinford districts typically occurs as course gold in sediment-hosted stacked quartz reefs and within rich alluvial surface deposits. The gold-bearing quartz reefs form in faults and along dilational features associated with anticlinal and synclinal folds and structural

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