Management Discussion & Analysis : Aug 31 2022

MANAGEMENT DISCUSSION AND ANALYSIS

For the six months ended August 31, 2022

The Management Discussion and Analysis ("MD&A") is an overview of the activities of Tres-Or Resources Ltd. (the "Company" or "Tres-Or") for the six months ended August 31, 2022. The following should be read in conjunction with the Company's condensed consolidated interim financial statements for the six months ended August 31, 2022, the audited consolidated financial statements for the years ended February 28, 2022 and 2021 and the related notes contained therein which have been prepared under International Financial Reporting Standards ("IFRS").

Additional information related to the Company is available for view on the SEDAR website at www.sedar.com. All financial information in the MD&A have been prepared in accordance with IAS 34, Interim Financial Reporting ("IAS 34"), and all dollar amounts are quoted in Canadian dollars, the reporting and functional currency of the Company, except where noted. The effective date of this Management Discussion & Analysis is October 27, 2022.

FORWARD LOOKING STATEMENTS

Certain information in 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) and business prospects (including the timing and development of new deposits and the success of exploration activities) and opportunities. 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.

In making and providing the forward‐looking information included in this MD&A the Company's assumptions may include among other things: (i) assumptions about the price of base metals; (ii) that there are no material delays in the optimisation of operations at the exploration and evaluation assets; (iii) assumptions about operating costs and expenditures; (iv) assumptions about future production and recovery; (v) that there is no unanticipated fluctuation in foreign exchange rates; and (vi) that there is no material deterioration in general economic conditions. Although management believes that the assumptions made and the expectations represented by such information are reasonable, there can be no assurance that the forward‐looking information will prove to be accurate. By its nature, forward‐looking information is based on assumptions and involves known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements, or results, to be materially different from future results, performance or achievements expressed or implied by such forward‐looking information. Such risks, uncertainties and other factors include among other things the following: (i) decreases in the price of base metals; (ii) the risk that the Company will continue to have negative operating cash flow; (iii) the risk that additional financing will not be obtained as and when required; (iv) material increases in operating costs;

1. adverse fluctuations in foreign exchange rates; and (vi) environmental risks and changes in environmental legislation.

This MD&A (See "Risks and Uncertainties") and the Company's annual information form contain information on risks, uncertainties and other factors relating to the forward‐looking information. 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

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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.

NATURE OF BUSINESS

Tres-Or is a resource exploration company focused on the exploration of gold, base metals and diamond properties in Canada. The properties which the Company owns or which it is currently evaluating for acquisition are located in the traditional mining areas of Northeastern Ontario and Northwestern Quebec.

Tres-Or currently has no producing properties, and consequently no operating income or cash flow. To date the Company has been entirely dependent on the equities market to finance all of its activities and it is anticipated that it will continue to rely on this source of funding for its exploration expenditures and to meet its ongoing working capital requirements. Because of the size of the portfolio of exploration properties and the magnitude of the expenditures needed to fund exploration programs, the Company also makes use of options/joint ventures or other arrangements to share the costs and risks associated with exploring some of its exploration and evaluation assets.

The Company defers (capitalizes) all acquisition and exploration costs until the asset to which those costs are related is placed into production, sold, abandoned, or management determines there to be impairment. The decision to abandon a property is largely determined from exploration results, and the amount and timing of the Company's write-offs of resource property acquisition and deferred exploration costs typically cannot be predicted in advance and will vary from one reporting period to the next. As a result, there may be significant changes in the financial results and statement of financial position reported by the Company.

The Company trades on the TSX Venture Exchange under the symbol TRS.

OVERALL PERFORMANCE

Summary of Exploration and Evaluation Asset Events

Quebec Gold Properties located in the Abitibi region of northwestern Quebec.

1. In July 2022, the Company announced the completion of the amended and restated option agreement with Kiboko dated November 30, 2021. For details refer to the exploration activities section.

Quebec Diamond Project - Guigues Kimberlite Pipe located in the Témiscamingue region in southwestern, Quebec.

1. In February 2022, the Company received subscriptions of 1,369,000 flow-through units at $ $0.12 for gross proceeds of $164,352. Flow-through proceeds are to be used to finance 2021/2022 exploration and macrodiamond testing programs for the Guigues diamond project.

EXPLORATION ACTIVITIES

Note: More detail on the property reviews and technical information may be found on the Company's web site at www.tres-or.comor at SEDAR at www.sedar.com.

The following is a summary of significant events and related exploration results for the Company's Canadian mineral properties to the date of this report. The technical information complies with the Standards of National Instrument ("NI") 43-101.

Qualified Person: All scientific and technical information contained in this MD&A was prepared by the Company's geological staff under the supervision of Qualified Persons as defined in NI 43-101. The exploration and technical information presented in this MD&A has been reviewed by Ms. Laura Lee Duffett, P.Geo., President, and Chief Executive Officer of Tres-Or, in her capacity as a non-independent Qualified Person under NI 43-101.

Certain forward-looking statements are incorporated in this review. See "Cautionary Note Regarding Forward- Looking Statements" below.

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Fontana Gold Project, Quebec

The Fontana Property is located within the Abitibi Greenstone Belt, 16km northeast of Amos, Quebec.

In July 2019, the Company closed a definitive option agreement (the "Option Agreement") with Kiboko Exploration Inc. (renamed Kiboko Gold Inc.) ("Kiboko") to advance the Company's Fontana Gold Project. Under the terms of the Option Agreement, Kiboko can earn an initial 65% interest in the Fontana Gold Project, subject to underlying royalties, within a four-year period from the closing of the Transaction (July 9, 2019) under the following conditions:

1. Making total cash payments or subscribing for securities of the Company totaling $1,000,000 ($5,000 paid and $195,000 shares subscribed during 2020; $300,000 shares subscribed during 2021); and
2. On or before July 10, 2021, complete a technical report prepared in accordance with NI 43-101 that establishes a mineral resource estimate of no less than 1,000,000 ounces of gold of Inferred classification or higher, or incur expenditures on the Fontana Gold Project's claims totaling $4,000,000.

Upon earning a 65% interest, Kiboko will have the option to affect a merger with the Company, form a joint venture, or earn an additional 25% interest, for an aggregate 90% interest. The additional 25% interest may be earned by incurring additional exploration expenditures of $2,000,000 within a 6-year period from the date of the closing or by completing a preliminary economic assessment and a supporting technical report prepared in accordance with NI 43-101.

Upon earning a 90% interest, Kiboko will have the option to affect a merger or joint venture. In the event of a formation of a joint venture, each party to the joint venture will be responsible for its pro rata share of project expenditures. Should any party to the joint venture fall below a 10% participating interest, their interest shall convert to a 1% Net Smelter Returns ("NSR") royalty on the first 1,000,000 ounces of gold production. The remaining participating party shall also have a customary 90-dayright-of-first refusal ("ROFR") on the sale of any portion of the NSR and the right to purchase one-half of the NSR for $1,000,000.

As part of the Kiboko Option Agreement, Globex extinguished all of its underlying royalty agreements as related to the Fontana Project in exchange for a single 2% Net Smelter Return ("NSR") royalty agreement for the entire Fontana Gold Project (the "New Royalty Agreement"). The New Royalty Agreement provides for a customary 90- day ROFR on the sale of any portion of the NSR in favour of Tres-Or and Kiboko. The New Royalty Agreement will also provide for a customary option to buyout one-half of the 2% NSR for $2,000,000 at any time prior to commercial production.

In addition, Tres-Or and Kiboko have both agreed to recognize and confirm an additional 1.8% NSR on the Chenier claims (the "Chenier Family NSR") under the condition that Globex's right to purchase this royalty at any time for $360,000 be extended to Tres-Or and Kiboko. Tres-Or and Kiboko have been granted a customary 90-day ROFR on any potential sale of the Chenier Family NSR.

Also, as part of the New Royalty Agreement, all outstanding payments due to Globex were extinguished and restated as follows:

On or about the closing of the Transaction	$100,000	(complete)
On or before January 1, 2021	200,000	(paid)
On or before January 1, 2022	200,000	(paid)
	$500,000

On November 28, 2019, the Company entered into an amending agreement whereby the parties agreed the payment would be made in two equal installments of $50,000, one installment on or before November 30, 2019 (paid) and a second installment being due on January 30, 2020. On January 30, 2020, the Company and Globex entered into a second amending agreement where the second installment will be satisfied by making payments in cash and shares. Under the second amending agreement, the Company will make a cash payment of $25,000 on or before March 30, 2020 (paid), and issue 400,000 common shares of the Company to Globex (issued).

Kiboko engaged an independent third party to author a NI 43-101 report and elected not to complete exploration work, having only completed $250,000 in expenditures to meet the firm commitment required in the first year of the Option. Tres-Or received a copy of the report from Kiboko titled "Harricana Gold Project Technical Report, Duverny

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Township, Quebec with an effective date of November 30, 2020 and an issue date of July 6, 2021. Tres-Or was advised that Kiboko submitted this report to the BC Securities Commission for review with the intent to raise capital via an IPO process. During the year ended February 28, 2022, the Company amended and restated the agreement with Kiboko dated June 6, 2019, and granted a one-stage option to acquire 100% of the Company's interest in the Fontana gold project under the following conditions:

1. Return 2,000,001 common shares and 1,000,001 warrants of the company previously issued to Kiboko (received);
2. Make $300,000 payment to Tres-Or's counsel on or before November 30, 2021 (paid), of which $200,000 was to be paid to Globex to satisfy the Company's remaining obligation (paid);
3. Complete an initial public offering of Kiboko's securities for minimum gross proceeds of $3,000,000, on or before June 30, 2022 (completed);
4. Within 30 days of closing of an initial public offering, pay $350,000 (paid) and issue Kiboko shares to the Company for $1,500,000 value, based on the share price at which Kiboko's common shares were issued in the initial public offering (6,002,400 shares issued for total value of $1,500,600).

In December 2021, Tres-Or completed the terms of the November 2011 option agreement with Globex and subsequently, Globex transferred all its interests in the Fontana claims 100% to Tres-Or subject to certain underlying royalties.

In July 2022, the Company announced the completion of the amended and restated option agreement with Kiboko dated November 30, 2021. The 234 mineral claims were transferred to Kiboko. Tres-Or holds 13.6% interest in Kiboko. The Kiboko shares are subject to a 12 month hold period and such other restrictions as are imposed under the policies of the BC Securities Commission and the TSX Venture Exchange. Notwithstanding these restrictions the Company may distribute some or all the Kiboko shares to its shareholders.

About the Fontana Gold Property

The Fontana Property (renamed the Harricana Gold Project by Kiboko), is located 60 km north of Val-d'Or, Quebec. The area that is included in the Harricana Gold Project hosts multiple historical gold occurrences dating back to the 1930's and has been explored by various companies intermittently since this time. The gold occurrences on the property are typical of the Abitibi region of Québec, associated with shear zones, quartz veins and faults. No mineral resources have been defined on the property to NI 43-101 standards. Most of this work is described in assessment reports filed with the Québec government. Since the 1930's, close to 1,000 drillholes have been recorded on or near the property, as well as stripping, trenching, bulk sampling, and both airborne and ground geophysical surveys.

Technical Report

In August 2020, WSP Canada Inc. ("WSP") was retained by Kiboko to prepare a NI 43-101 technical report on the Harricana Gold Project. The technical report provides an evaluation of the geologic potential of the Harricana Gold Project and recommendations for future exploration work, and is available for viewing at Kiboko's website and on

SEDAR.

Within the Project area, three priority zones of interest were identified, based upon the geographic density of drilling, as exploration targets:

1. Fontana, containing 79,565 m of diamond drilling over 420 historic diamond drillholes, situated in the middle of the Project, and comprising the main area of past exploration work;
2. Monpas, containing 7,913 m of drilling over 31 historic diamond drillholes and situated approximately two km south of Fontana; and
3. Duvay, containing 21,528 m of drilling over 334 historic diamond drillholes and situated five km north of Fontana.

The drilling dataset compiled by Kiboko, which is complimented by historic bulk sampling, does not have sufficient documentation to be considered verifiable for the purposes of Mineral Resource estimation but is suitable for identifying mineralized structures, aiding in the planning of drill programs, and to provide a range of tonnes and a range of grades for the exploration targets. The exploration targets are conceptual in nature as there has been

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insufficient verifiable exploration to define a Mineral Resource, and it is uncertain if further exploration will result in any of the exploration targets being delineated as a Mineral Resource.

Duvay Gold Property, Quebec, Canada

The Company signed an Option Agreement in May 2010 to earn up to a 100% interest in the Duvay gold occurrence which consists of 4 claims (169 hectares) in Duverny Township, Quebec. As part of the 2019 Kiboko Option Agreement, Globex replaced its underlying royalty with a 2% NSR royalty agreement for Duvay (the "New Royalty Agreement").

During the year ended February 28, 2013, the Company earned a 65% interest in the 4 Duvay claims. Under the May 2010 agreement, a further 15% interest for a total of 80% interest could be earned by incurring $4,000,000 in exploration expenditures. The remaining 20% interest could be earned by effecting a merger, amalgamation, or other form of business combination with the optionor, or the Company can purchase any or all of the 20% interest by paying the sum of $1,000,000 for each 1% interest in the property to be purchased.

During the year ended February 29, 2016, the Company and ESGold Corp. (formerly "Secova Metals Corp.") ("ESGold") executed an option agreement to option up to 90% of the Company's interest in the Duvay Gold Project.

In November 2018, the Company gave notice of termination of the option agreement on the basis that ESGold failed to incur expenditures required to exercise the option within the time prescribed under the agreement. Further, there remained $183,795 of outstanding indebtedness of ESGold to the Company for expenditures incurred on behalf of ESGold and interest thereon.

In January 2022, the Company issued a notice of civil claim against ESGold to seek relief from ESGold's indebtedness to the Company consisting of $199,875 principal and $64,609 interest.

In October 2022, the Company received 1,200,000 ESGold common shares with a fair value of $48,000 and $100,000 cash to settle the $199,875 principal owing from ESGold.

As part of the Company's amended agreement with Kiboko dated November 30, 2021, Kiboko was granted the option to acquire the Company's interest in the Duvay property. In July 2022, the Company announced the completion of this option agreement and transferred its interests in the claims to Kiboko.

Quebec Diamond Project

The Company owns a 100% interest in certain mineral claims including the Guigues Kimberlite claims, located in the Témiscamingue region of southwestern Quebec. In 2003, Tres-Or paid $133,920, completed $171,200 of exploration expenditures, and issued 280,000 common shares with a value of $70,000 to earn its interest in certain of these claims including the Guigues Kimberlite. The vendors retain a 2.0% NSR. The Company may purchase 1% of the NSR for $1,000,000 at any time prior to commercial production of any mineral discovered on the claims and also retains the First Right of Refusal to buy-back the remaining 1.0% NSR. In addition, the Company agreed to deliver 100,000 common shares one day prior to the commencement of commercial production subject to regulatory approval.

Guigues Kimberlite Pipe:

Tres-Or Resources Ltd. is exploring its 100% owned Guigues Kimberlite pipe in southwestern Quebec for diamonds. Tres-Or's testing program began in December 2019 with completion of 5 HQ (62 mm diameter) core drill holes totaling 1,432 m. Each of the 5 completed holes intersected kimberlite and core samples yielded significant counts of microdiamonds. Two of the five holes were vertical and ended in kimberlite at 300 m, demonstrating that the pipe extends to great depth. The Guigues Kimberlite has substantial size (4 to 6 hectares), excellent local infrastructure, and importantly, Type II microdiamond content as well as highly encouraging diamond indicator mineral chemistry.

Highlights from the 2020- 2021 test programs:

• Tres-Orrecovered 58 microdiamonds from 511.6 kg of kimberlite tested at the Saskatchewan Research Council Geoanalytical Laboratories Diamond Services (SRC).
• Type II diamond dominates (+75%) among microdiamonds from the Guigues Kimberlite in southwest Québec
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