Total Helium : Management Discussion and Analysis - Annual

Total Helium Ltd.

(formerly Wintertide Ventures Inc.)

Management's Discussion and Analysis

of Financial Condition and Results of Operations

As at and for the years ended March 31, 2022 and 2021

Management's Discussion and Analysis

The following discussion is management's assessment and analysis of the results and financial condition of Total Helium Ltd. (formerly Wintertide Ventures Inc.) (the "Company" or "Total Helium") and should be read in conjunction with the accompanying audited consolidated financial statements and related notes for the years ended March 31, 2022 and 2021. The preparation of financial data is in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and follows the same accounting policies and methods of application as the Company's most recent annual consolidated financial statements. All figures are reported in Canadian dollars unless otherwise indicated.

The effective date of this report is July 29, 2022.

Caution Regarding Forward Looking Information

Certain information in this Management Discussion and Analysis (this "MD&A"), including all statements that are not historical facts, constitutes forward-looking information within the meaning of applicable Canadian securities laws. Such forward-looking information may include, but is not limited to, information which reflect management's expectations regarding the Company's future growth, results of operations (including, without limitation, future production and capital expenditures), performance (both operational and financial), business prospects (including the timing and development of drilling and the success of exploration activities), opportunities, the business plans of the Company, including advancement of the Helisium Project, and other statements that are not historical facts. Often, this information includes words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate" or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, but are not limited to, price volatility, changes in debt and equity markets, timing and availability of external financing on acceptable terms, the uncertainties involved in interpreting geological data, the possibility that future exploration results will not be consistent with the Company's expectations, increases in costs, environmental compliance and changes in environmental and other local legislation and regulation, interest rate and exchange rate fluctuations, changes in economic and political conditions and other risks involved in the mining industry, the impact of COVID-19, as well as those risk factors listed in the "Risk Factors" section below.

This MD&A contains information on risks, uncertainties and other factors relating to the forward-looking information (see "Risks and Uncertainties"). Although the Company has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward-looking information, there may be other factors that cause actual results, performances, achievements or events not to be anticipated, estimated or intended. Also, many of the factors are beyond the Company's control. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to reissue or update forward looking information as a result of new information or events after the date of this MD&A except as may be required by law. All forward-looking information disclosed in this document is qualified by this cautionary statement.

Description of Business

The Company was incorporated on April 27, 2006 under the Business Corporations Act of British Columbia and its shares were listed on the TSX Venture Exchange ("TSX-V") on March 6, 2008. The Company is currently listed on the TSX-V under the trading symbol "TOH". The head office of the Company is located at Suite 3123, 595 Burrard Street, Vancouver, BC, Canada V7X 1J1. The registered and records office of the Company is located at Suite 2200, HSBC Building, 885 West Georgia Street, Vancouver, BC, Canada, V6C 3E8. Effective February 16, 2021, the Company changed its name from Santa Fe Metals Corporation to Wintertide Ventures Inc. Effective September 30, 2021, the Company changed its

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Total Helium Ltd.

(formerly Wintertide Ventures Inc.)

Management's Discussion and Analysis

of Financial Condition and Results of Operations

As at and for the years ended March 31, 2022 and 2021

name from Wintertide Ventures Inc. to Total Helium Ltd. As at the date of this report, the Company's principal business activity is helium exploration, production and storage solutions.

On May 18, 2021, the Company completed a share consolidation of 250:1. This MD&A reflects the share consolidation retroactively.

On July 7, 2021, the Company completed a financing 52,900,001 common shares for gross proceeds of $1,058,000 and incurred share issue costs of $13,135.

On September 21, 2021, the Company appointed Robert B. Price, Ian Telfer, Gordon Keep and Robert Johnston as directors of the Company. Additionally, the Company appointed Robert B. Price as Chief Executive Officer, Szascha Lim as Chief Financial Officer and Kia Russell as Corporate Secretary. On November 29, 2021, the Company appointed Diana McQueen as a director of the Company.

On November 9, 2021, the Company completed the acquisition (the "Acquisition") of all of the outstanding share capital of Brooks Range Corporation ("Brooks Range"). The Company acquired Brooks Range from Brooks Energy Company (the "Vendor") in consideration for a one-time cash payment of US$1,150,000. Upon completion of the Acquisition, the current business of Brooks Range has become the business of the Company.

Concurrent to the Acquisition, the Company completed a financing of 12,500,000 subscription receipts for gross proceeds of $12,500,000.

As at March 31, 2022, the Company had not generated any revenues from operations, and had working capital of $6,523,207 (March 31, 2021: deficiency of $507,848) and deficit of $13,832,312 (March 31, 2021: $10,013,901).

Exploration and Evaluation Assets

The following tables summarize the capitalized costs associated with the Company's exploration and evaluation assets:

	Helisium Project		Total
Acquisition costs:
Balance, March 31, 2020 and 2021	$	-	$	-
Additions (see below)		3,031,156		3,031,156
Balance, March 31, 2022		3,031,156		3,031,156
Exploration costs:
Balance, March 31, 2020 and 2021		-		-
Contract labor		630,140		630,140
Drilling		2,956,366		2,956,366
Engineering		528,895		528,895
Equipment		102,888		102,888
General and administrative		108,901		108,901
Lease costs		421,433		421,433
Professional services		49,464		49,464
Salaries and benefits		261,959		261,959
Balance, March 31, 2022		5,060,046		5,060,046
Total costs:
Balance, March 31, 2022	$	8,091,202	$	8,091,202

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Total Helium Ltd.

(formerly Wintertide Ventures Inc.)

Management's Discussion and Analysis

of Financial Condition and Results of Operations

As at and for the years ended March 31, 2022 and 2021

Helisium Project

Acquisition

On November 9, 2021, the Company completed the Acquisition. The Company acquired Brooks Range from the Vendor in consideration for a one-time cash payment of $1,433,590 (US$1,150,000) and paid an administration success fee of $28,640 (US$23,000).

Brooks Range is a privately-held Colorado corporation which controls the rights to the Helisium Project, consisting of approximately 86,000 acres of oil and gas leases (subject to 12.5% underlying royalty) in the States of Kansas and Colorado, a farmout agreement and certain helium pre-purchase payments.

The Acquisition constitutes a related party transaction on the basis that Robert B. Price, the founder, Chief Executive Officer ("CEO") and controlling shareholder of the Vendor is also the CEO of the Company.

At the date of acquisition, The Company determined that Brooks Range did not constitute a business as defined under IFRS 3, Business Combinations, and the Acquisition was accounted for as an asset acquisition. The following table summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed at the date of acquisition.

Consideration		Amount
Cash (US$ 1,150,000)	$	1,433,590
Administration success fee (US$ 23,000)		28,640
	$	1,462,230
Net assets of Brooks Range as at November 9, 2021
Exploration and evaluation assets	$	3,031,156
Amounts payable		(386,366)
Unearned revenue		(1,182,560)
Net assets acquired	$	1,462,230

Operational Update

First Production Well: Boltz 35B

In January 2022, the Company's first production well, the Boltz 35B was drilled and completed. The log analysis showed that targeted zones form a large gas transition zone with data supporting the presence of large concentrations of large natural gas and helium in the formations.

The Boltz 35B well has been stimulated in two separate stages. During the first stage, the higher risk experimental lower zone was stimulated first. As part of the second stage, the lower risk, lower water saturation upper zones were stimulated afterwards.

During the second stage of stimulation operations, utilization of traced proppants proved that stimulation operations behaved differently than they were initially modeled. The initial estimates assumed that the stimulation growth would be throughout certain productive formations, however, the tracer logging proved that the proppant stayed relatively close to the nearest perforations.

The dewatering operations for the Boltz 35B well are continuing with natural gas, liquids and helium production from the well being sold into the pipeline, generating revenues. In line with the Company's dewatering framework, the water-gas- ratio (WGR) is decreasing encouragingly and could lead to mobilization of larger volumes of gas production.

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Total Helium Ltd.

(formerly Wintertide Ventures Inc.)

Management's Discussion and Analysis

of Financial Condition and Results of Operations

As at and for the years ended March 31, 2022 and 2021

The gas analysis from the wells indicates gas concentrations of 0.72% helium, 54.70% methane and 2.67 GPM of NGLs. Through the dewatering process, gas rates are expected to increase. Once the gas production rates stabilize, the Company will announce the results.

Second Production Well: Miller 9D

Over 20 miles north of Boltz 35B, the Company's second production well Miller 9D was drilled and completed in February 2022. The Miller 9D well was designed and stimulated with the same stimulation principals as the initial Boltz 35B plans. Early understanding of the geological characteristics of the formations led to thinking that stimulation would be diverted throughout a number of different formations. However, the tracing of the proppant materials utilized during the Boltz 35B simulation operations proved that a very significant proportion of potentially productive Miller 9D formations were not stimulated. In May 2022, a second stimulation operation was conducted and an additional 4 formations were stimulated.

The dewatering operations for the Miller 9D well was restarted following the stimulation of additional formations. Temporary technical interruptions due to the sand buildup from the stimulation in the well pump has temporarily slowed down the dewatering operations for Miller 9D. The natural gas, liquids and helium production from the well has been sold to the pipeline and similarly encouraging water-to-gas ratio declines are being observed. The well is cleaning up and less sand is entering the wellbore.

Gas analysis for the well shows gas concentrations of 0.58% helium, 61.01% methane and 3.09 GPM of NGL. Once pipeline connections are constructed to the sales line and to the Miller 9C disposal well, the dewatering process will begin and the well flow rates will be tested.

First Disposal Well: Miller 9C

On the same section as the Miller 9D, the Company drilled the Miller 9C Saltwater Disposal Well ("the SDW") to a total depth of 5,993 feet. The well has been cased and cemented at the top of disposal formation. Miller 9C is taking over 450 bbls of water per day on a vacuum, generating significant savings for the dewatering operations.

Evolution of Drilling and Completion Operations

Total Helium has gathered invaluable data through the drilling and dewatering operations of its first 2 production wells. Improved perforation and stimulation of certain key intervals are key to maximizing production. The declining water-to-gas ratio is an encouraging development. The dewatering operations are ongoing with current production generating revenues.

Helium Storage

In addition to its drilling operations, Total Helium is working on creating a unique helium storage facility. Total Helium has identified the location of a future underground cavern storage facility with geological analysis completed and the permitting process ongoing. Total Helium's storage project will make the U.S. more independent from foreign helium supplies. Unlike oil and gas production, which is a depleting stream of revenue, helium storage revenue will be non-depleting, steady, and last for many decades to come.

Helium Purchase Agreement

The Company, through its wholly owned subsidiary Brooks Range Corporation, has entered into a helium pre-purchase agreement. Under the agreement, the leading global industrial gases company has committed to purchase helium from the Company's project wells and provide two USD $950,000 payments as pre-payment for future deliveries of helium.

As at March 31, 2022, the Company recorded $2,369,680 in deferred revenue on future services related to helium pre- purchase payments received during the year.

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Total Helium Ltd.

(formerly Wintertide Ventures Inc.)

Management's Discussion and Analysis

of Financial Condition and Results of Operations

As at and for the years ended March 31, 2022 and 2021

Overall Performance and Results of Operations

Total assets increased to $15,143,008 at March 31, 2022, from $2,270 at March 31, 2021. The increase in assets was primarily due to increase in cash of $6,712,467 and increase of exploration and evaluation assets of $8,091,201. The increase in cash was primarily due to $13,115,065 of proceeds from shares issued net of share issue costs, $1,187,120 received from helium pre-purchase payments, and $112,500 of proceeds from exercise of options. The increase in cash was partially offset by $1,265,008 used in operating activities, $6,422,210 used for exploration and evaluation assets and $15,000 used in settling loan payable.

Three months ended March 31, 2022 and 2021

During the three months ended March 31, 2022, the Company recorded net loss and comprehensive loss of $940,459, compared to income of $241,474 during the three months ended March 31, 2021. The increase in net loss and comprehensive loss was primarily due to:

• Marketing and advertisement of $250,149 (2021: $nil). Marketing and advertisement increased during the current period due to media advisory, consulting and press development agreements entered into in the current period.
• Rent and office of $15,884 (2021: $nil). Rent and office increased due to increased activity in the Company compared to the prior period.
• Share-basedcompensation of $824,058 (2021: $nil). Share-based compensation in the current period relates to share-based compensation recognized from the vesting of options granted in November 2021.
• Gain on settlement of amounts payable of $nil (2021: $287,825). During the three months ended March 31, 2021, amounts owing of $326,351 to the Company's former CFO was settled for $40,000 recording a gain of $286,351. The Company also wrote-off additional accounts payable of $1,474.

The increase in net loss and comprehensive loss was partially offset by:

• Professional fees of $12,480 (2021: $42,280). Professional fees in the prior period consisted of a full year's audit fee.
• Other income of $170,613 (2021: $nil). Pursuant to the agreement for the sale and purchase of helium gas mixture dated March 1, 2021 between the Company and Linde Inc., the Company will receive USD $15,000 per month for 24 months for consulting fees for the various services. As at March 31, 2022, the Company received $170,613 (2021: $nil) for these consulting fees.

Years ended March 31, 2022 and 2021

During the year ended March 31, 2022, the Company recorded net loss and comprehensive loss of $3,840,546 compared to income of $241,474 during the year ended March 31, 2021. The increase in net loss and comprehensive loss was primarily due to:

• Advisory and consulting of $100,000 (2021: $nil). Advisory and consulting fees were due to a new corporate mandate agreement signed in June 2021.
• Marketing and advertisement of $273,708 (2021: $nil). Marketing and advertisement increased during the current year due to media advisory, consulting and press development agreements entered into in the current year.
• Professional fees of $301,883 (2021: $42,280). Professional fees consisted of legal fees related to the share consolidation, and legal fees and audit fees related to the Acquisition.

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