Portofino Resources : 2022 Second Quarter MDA Report

PORTOFINO

RESOURCES INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE SIX MONTH PERIOD ENDED NOVEMBER 30, 2021

PORTOFINO RESOURCES INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED NOVEMBER 30, 2021

The Management Discussion and Analysis ("MD&A"), prepared on January 27, 2021 should be read in conjunction with the unaudited condensed interim consolidated audited financial statements for the six-month period ended November 30, 2021, together with the notes thereto of Portofino Resources Inc. ("Portofino") which were prepared in accordance with International Financial Reporting Standards.

This MD&A may contain forward-looking statements in respect of various matters including upcoming events. The results or events predicted in these forward-looking statements may differ materially from the actual results or events. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

DESCRIPTION OF BUSINESS

Portofino Resources Inc. ("the Company") was incorporated on June 14, 2011, under the laws of British Columbia. The address of the Company's corporate office and its principal place of business is Suite 520, 470 Granville Street, Vancouver, British Columbia, Canada. The Company's shares are listed for trading on the TSX Venture Exchange ("TSX-V") under the symbol "POR". On October 10, 2018, the Company incorporated under the laws of Argentina, Portofino Argentina which has been non-active with no transactions occurring during the six-month period ended November 30, 2021.The subsidiary is owned 95% by the Company and 5% by the Company's CEO.

The Company's principal business activities include the acquisition and exploration of mineral property assets. As at November 30, 2021, the Company had not yet determined whether the Company's mineral property asset contains ore reserves that are economically recoverable. The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete the development of and the future profitable production from the properties or realizing proceeds from their disposition. The outcome of these matters cannot be predicted at this time and the uncertainties cast significant doubt upon the Company's ability to continue as a going concern.

The disclosure of technical information in this MD&A has been approved by Michael Kilbourne, P. Geo and a Qualified Person ("QP") for the purposes of National Instrument 43-101, Standards of Disclosure for Mineral Projects ("NI 43- 101"). Readers are directed to the section entitled "Scientific and Technical Disclosure" included within this MD&A.

Corporate Summary

During the six-month period ended November 30, 2021, and up to the date of the MDA, the Company's management accomplished a number of corporate objectives, which included:

1. Receiving gross proceeds of $1,350,000 comprising a private placement financing of 15,902,718 Units (at $0.08 to 0.09/Unit) as well as $62,900 through the exercise of 1,258,000 warrants priced at $0.05.
2. Implementing an initial exploration and channel sampling program on the Allison Lake North Lithium project in June and reporting results in September. The geological team was re-mobilized to the project in September to follow-up on encouraging summer program results with the results of sampling from the September work program were reported in January 2022.
3. Executing a drilling contract pursuant to the Yergo, Argentina lithium project. In August and October, the geological team traveled to site to evaluate conditions and commence preparation of site logistics for the upcoming drilling program. As at the date of this MD&A, the drill permit application submitted to the Government of Catamarca is pending.

Executing an option agreement on December 3, 2021to earn 100% in the Greenheart Lake ("GL") and McNamara Lake ("ML") Lithium Properties located in Northwestern, Ontario (the "Greenheart Property"). (The terms of the Greenheart Property option agreement are disclosed in note 11 of the financial statements for the six-month period ended November 30, 2021. ) The GL Property comprises 3 claims totaling approximately 1,200 hectares and the ML Property comprises 3 claims totaling approximately 1,120 hectares. Both properties are strategically located in the Balmoral and MacNamara Lake areas of northwestern Ontario within 15km of the town of Ignace and are accessible by well-established logging roads just off the Trans Canada highway. Each property occurs proximal to a triple junction of three terrane boundaries: the Wabigoon, East Wabigoon and Winnipeg River. Terrane boundaries are important geological settings for lithium and rare metal pegmatites. The GL Property lies 10km southeast of International Lithium's, Raleigh Lake lithium project and 15km northwest of Grid Metals Campus Creek property where Grid reported initial grab samples of up to 4.35% Li2O. The ML Property lies just 5km south of the Campus Creek property.

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PORTOFINO RESOURCES INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED NOVEMBER 30, 2021

DESCRIPTION OF BUSINESS (CONTINUED)

Exploration Summary

Yergo Lithium Project, Argentina:

In March 2021 Portofino completed a successful geophysical survey and surface geochemical sampling program at the Company's 100% controlled, Yergo Lithium Project, located in Catamarca Province, Argentina. The geophysical survey work followed up on encouraging Lithium ("Li") and Potassium ("K") analytical results generated by the Company's initial near-surface brine sampling program conducted in 2019.

The recently completed geophysical survey identified two large, anomalous sub-basins within the Aparejos Salar at the Project, which are characterized by very low resistivity (with low to very low resistivity values interpreted as corresponding to brine-bearing zones). The western sub-basin has approximate surface dimensions of 2,300 meters ("m") x 1,000m and a modeled depth of approximately 35m. The eastern sub-basin has an irregular surface expression measuring between 1,800m to 2,500m in length by approximately 700m in width with modeled depths of between 44m and 65m.

Coincident with the geophysical survey, the program included additional surface and near-surface brine sampling. Hand augers were utilized to open shallow holes to obtain the brine samples from surface to a maximum depth of 82 centimeters. Ten samples were collected and returned values of up to 336.97 mg/L Li and 7,159.78 mg/L K. Importantly, mineral impurities contained in the samples (such as magnesium) were very low.

In August and October 2021, the Argentine field crew completed a site visit to the Yergo project to evaluate current conditions and prepare site logistics for a near term drilling program. Portofino's technical team has identified an initial 4 priority drill targets and a drilling contract has been finalized for a minimum 300 meters. In addition, Portofino has applied for a drill permit. Drill testing of the Project will enable initial evaluation of the volume and the lithium content of the brines and sediments within the sub-basin of previously identified zones.

Allison Lake North Lithium and Rare Elements Property, Ontario:

Reconnaissance mapping and sampling was completed on the Property (located 100 kilometers east of the town of Red Lake in northwestern Ontario) during the month of July 2021, the first such effort since 2003. Encouraging reconnaissance grab and channel sample results were received in early September 2021 and returned values up to 398 ppm Lithium ("Li"), 90.5 ppm Cesium ("Cs"), 1040 ppm Rubidium ("Rb") and 135 ppm Tantalum ("Ta"). This represents a two-fold increase in Li and Rb and a ten-fold increase in Ta over sampling results by the Ontario Geological Survey ("OGS") in 2003 which reported up to 190 ppm Li; 90 ppm Cs; 587 ppm Rb and 12.9 ppm Ta.

In September the geological team re-mobilized to the PropertyIn addition to expanding on the Company's initial exploration program where encouraging Lithium ("Li") and Tantalum ("Ta") values were discovered, the most recent sampling has also yielded elevated values for Niobium ("Nb") and Rubidium ("Rb").

In late September 2021, 35 channel samples (17 channel samples and 18 select channel samples) and 11 select grab samples were submitted to the lab for chemical and mineral analysis. The program returned values up to 412 ppm Li and 857 ppm Rb from select channel samples. Maximum values from both the June and September sampling programs of 143 ppm Ta correspond to the Ta values reported from the "SJ Pegmatite" located just south of the Claims. Values of Ta at the SJ Pegmatite were described as "economically interesting" by author Breaks et al. in the 2003 Ontario Geological Survey ("OGS") report.

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PORTOFINO RESOURCES INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED NOVEMBER 30, 2021

EXPLORATION PROJECTS

The following Exploration and Evaluation expenditures were incurred by the Company:

	Allison	Gold	Melema	Sapawe	Bruce	South	Yergo	Total
	Creek	Lake	of Otter
Assays	-	12,294	427	2,275	7,739	440	-	23,175
Geological services	14,056	93,165	28,926	21,756	26,196	33,234	-	217,333
Property payment	-	42,100	27,500	-	63,250	8,400	6,657	147,907
Survey	-	50,700	-	-	-	86,508	-	137,208
During the six-month period ended
November 30, 2020	14,056	198,259	56,853	24,031	97,185	128,582	6,657	525,623
Assays	3,081	20,523	-	-	-	428	-	24,032
Drilling	-	-	-	-	-	-	28698	28,698
Geological services	47,031	-	11,649	-	-	1,334	-	60,014
Property payment	-	-	30,000	-	10,000	10,000	-	50,000
During the six-month period ended	50,112	20,523	41,649	-	10,000	11,762	28,698	162,744
November 30, 2021

Canada, Ontario

South of Otter, Red Lake

Pursuant to an option agreement dated September 6, 2019, with 1544230 Ontario Inc. (the "SO Vendor"), the Company was granted an option to acquire a 100% undivided interest in the South of Otter property in the Red Lake area of Northern Ontario, Canada.

To acquire a 100% interest in the property, the Company has issued 500,000 common shares and is to make payments over a 4-year period to the SO Vendor totaling $70,000, as set out below:

1. $15,000 (paid) on signing,
2. 500,000 shares (paid) following receipt of TSX-V approval of this transaction on October 7, 2019,
3. $8,000 (paid) due on the first anniversary of TSX-V approval,
4. $10,000 (paid) due on the second anniversary of TSX-V approval,
5. $12,000 due on the third anniversary TSX-V approval, and
6. $25,000 due on the fourth anniversary of TSX-V approval.

The vendor will retain a 1.5% Net Smelter Return ("NSR"), but Portofino has the right to purchase one half of the NSR (.75%) at any time up to commencement of production for a payment of $400,000.

*On July 07, 2020, the claims owned by 1544230 Ontario Inc. were acquired by EMX Royalty Corp.

Gold Creek Property, Shebandowan

On May 11, 2020, the Company signed an Option agreement with Gravel Ridge Resources Ltd., that allows Portofino to earn a 100% interest in mining exploration claims held by Gravel Ridge, and located primarily in Duckworth Township, Ontario (Gold Creek Property).

To acquire a 100% interest in the project, the Company has agreed to issue 800,000 common shares of the Company to Gravel Ridge Resources and make cash payments of $70,600, as set out below:

1. $8,600 (paid) on signing,
2. 400,000 shares (paid) following receipt of TSX-V approval of this transaction on May 21, 2020,
3. $12,000 (paid) and 400,000 shares due (paid) on the first anniversary of TSX-V approval,

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PORTOFINO RESOURCES INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE SIX-MONTH PERIOD ENDED NOVEMBER 30, 2021

EXPLORATION PROJECTS (CONTINUED)

Gold Creek Property, Shebandowan (Continued)

1. $20,000 due on the second anniversary of TSX-V approval, and
2. $30,000 due on the third anniversary TSX-V approval.

On August 10, 2020, the Company entered into an Option Agreement Amendment with respect to the Gold Creek property whereby the Company and its partner each directly staked additional contiguous mining claims (3 mining claims/50 mining cells) and added these claims to the original Agreement.

On August 21, 2020, the Company entered into an agreement with two claim owners to purchase 100% interest in 2 Claims located in Duckworth Township, Ontario, contiguous to the Company's Gold Creek property. Consideration paid was $10,000 and 125,000 shares as approved by the TSXV on September 4, 2020.

Sapawe West Property, Atikokan

The Company entered into an Option agreement with 1544230 Ontario Inc. ("Owner"), dated May 22, 2020, to acquire a 100% interest in the Sapawe West Property Claims located in Schwenger and McCaul Townships, Ontario.

To acquire a 100% interest in the property, Portofino has agreed to issue 700,000 common shares and make payments over a 3-year period to the Owner totaling $62,000, as set out below:

1. $12,000 (paid) on signing,
2. 500,000 shares (paid) following receipt of TSX-V approval of this transaction on May 28, 2020,
3. $10,000 (paid) and 200,000 (paid) shares due on the first anniversary of TSX-V approval,
4. $15,000 due on the second anniversary of TSX-V approval, and
5. $25,000 due on the third anniversary TSX-V approval.

1544230 Ontario Inc. retains 1.5% NSR on all mineral production, 0.75% of which can be purchased by Portofino for $500,000.

Melema West Property, Atikokan

The Company entered into an agreement with 1544230 Ontario Inc., dated May 22, 2020, and was granted an option to acquire a 100% interest in Melema West Property located in Hutchinson, Bellmore Lake and Ramsay Wrights Townships, Ontario.

To acquire a 100% interest in the property, Portofino is to issue 700,000 common shares and make payments over a 3- year period to the Owner totaling $62,000, as set out below:

1. $12,000 (paid) on signing,
2. 500,000 shares (paid) following receipt of TSX-V approval of this transaction June 16, 2020,
3. $10,000 (paid) and 200,000 (issued) shares due on the first anniversary of TSX-V approval,
4. $15,000 due on the second anniversary of TSX-V approval, and
5. $25,000 due on the third anniversary TSX-V approval.

1544230 Ontario Inc. retains a 1.5% NSR on all mineral production, 0.75% of which can be purchased by Portofino for $500,000.

Bruce Lake Property, Red Lake

On June 23, 2020, the Company entered into an Option Assignment Agreement with Falcon Gold Corp. ("Falcon") to acquire a 100% interest in the 1,428 hectare Bruce Lake Property in the Red lake, Ontario gold district. Portofino issued 650,000 shares to Falcon. In addition, Portofino assumed the underlying claim holder payments which total $52,000 over a 4-year option period. The Claims are subject to a 1.5% Net Smelter Return ("NSR") royalty pursuant to the Underlying Agreement. In addition, Portofino has agreed to grant Falcon a 0.5% NSR.

1. 650,000 shares (paid) following receipt of TSX-V approval of this transaction July 8, 2020,
2. $8,000 (paid) assuming the cash payment due by Falcon Gold to 1544230 Ontario Inc.* on or before September 6, 2020,

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