Viscount Mining : Interim MD&A

MANAGEMENT'S DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS

FOR THE SIX MONTHS ENDED FEBRUARY 28, 2022

OVERVIEW AND INTRODUCTORY COMMENT

Viscount Mining is a project generator and an exploration company with a portfolio of silver and gold properties in the Western United States, including Silver Cliff in Colorado and Cherry Creek in Nevada.

The Silver Cliff property in Colorado lies within the historic Hardscrabble Silver District in the Wet Mountain Valley, Custer County, south-central Colorado. It is located 44 miles WSW of Pueblo, Colorado, and has year-around access by paved road. The property consists of 2,297 acres where high grade silver, gold and base metal production came from numerous mines during the period 1878 to the early 1900's. The property underwent substantial exploration between 1967 and 1984.

The property is interpreted to encompass a portion of a large caldera and highly altered sequence of tertiary rhyolitic flows and fragmental units which offers potential to host deposits with both precious and base metals. This has been demonstrated in the mineralization historically extracted from the numerous underground and surface mining operations. Drilling in the 1980s by Tenneco resulted in a historical pre-feasibility study on which basis it was planned to bring the property to production. The plan was abandoned following takeover by another company.

Viscount is currently completed phase 4 of a four-phase drill program at Silver Cliff to expand the ACS resource estimate reported in Viscount's news release of 30 May 2018, specifically, 2,064,000 tonnes of Indicated Mineral Resource averaging 84 grams of silver per tonne for 5,560,000 ounces of silver and 3,172,000 tonnes of Inferred Mineral Resource averaging 70 grams of silver per tonne for 7,143,900 ounces of silver.

The Cherry Creek exploration property is in an area commonly known as the Cherry Creek Mining District, located approximately 50 miles north of the town of Ely, White Pine County, Nevada. The Cherry Creek exploration property is in an area commonly known as the Cherry Creek Mining District, located approximately 50 miles north of the town of Ely, White Pine County, Nevada. Cherry Creek consists of 578 unpatented and 17 patented claims as well as mill rights. Cherry Creek includes more than 20 past producing mines including Blue Bird, Chance Mine, Filmore, Last Chance, Star, Exchequer/ New Century Mine, Ticup and Motherlode mines and other promising targets.

This MD&A is dated February 28, 2022, and discloses specified information up to that date. Unless otherwise noted, all currency amounts are expressed in Canadian dollars. The following information should be read in conjunction with the unaudited condensed consolidated interim financial statements and the related notes for the six months ended February 28, 2022, and the Company's audited consolidated financial statements for the year ended August 31, 2021, and the related notes thereto.

Additional information relevant to the Company and the Company's activities can be found on SEDAR atwww.sedar.com, and/or on the Company's website at www.viscountmining.com.

MAJOR INTERIM PERIOD OPERATING MILESTONES

The Company is commenced plans to drill Cherry Creek and Silver Cliff this year. Company Geologists are working on targets and models to best outline potential targets. The goal in Silver Cliff is to expand its current resource and test new areas for mineralization. In Cherry Creek the Company will continue with understanding its existing structures and expanding on the known areas of mineralization uncovered thus far.

Cherry Creek, Nevada:

Viscount Mining Corp has entered into an exploration earn - in agreement (the "Agreement") with a wholly owned subsidiary of Centerra Gold Inc. ("Centerra"). Centerra is a Canadian-based gold mining company focused on operating, developing, exploring and acquiring gold properties in North America, Asia and other markets worldwide and is one of the largest Western-based gold producers in Central Asia. Centerra and Viscount are focused on commencing our drill program at Cherry Creek. Some of the previous results recently completed and analyzed are shown below.

At the Star Target Area Location Map below shows the eleven target areas that have been the subject of focused prospecting, geochemical sampling and geophysics work last year. It also shows the outline of our enlarged claim position.

Star Target Area Location

The Star Vein system is comprised of the subparallel South Star Vein and the North Star Vein emplaced about 9 m (30 ft) apart. Both veins have a production history, with the South Star Vein having the greatest production. The larger South Star Vein ranged in width from 0.3 to 2.1 m, with an average gold grade of 7.8 g/t gold and average silver grade of 622 g/t silver; with 8% lead and 8% zinc. Some very rich ore shoots averaged 24,880 g/t silver. The mine produced over $6,000,000 of silver and gold up to the time of F.C. Schrader's report in 1931. The vein system has been traced over 670m and extends over 260m at depth. The best ore shoot is 1m thick and 300m long. With the above average grades, for the rest of the 370m, Schrader estimated the Star mine has the potential to host an additional 4 million ounces of silver and 500, 000 oz of gold. Schrader also stated a reported grade of 8% Pb and 8% Zn in the lower levels with an estimated base metal reserves of 35,000,000lbs (15,000t) of both lead and zinc. (Source: University of Nevada Bulletin 14a, Nevada State Bureau of Mines and Mackay School of Mines. Author: F. C. Schrader geologist of the U.S. Geological Survey 1931.) All of Schrader 's estimates are deemed to be historical and not 43-101 compliant.

Mineralization in the Star veins is hosted in a black phyllite and grey/tan quartzite of the Precambrian Prospect Mountain Formation.

The Star area is 372.96 acres or 150.94 hectares. One hundred sixty-six rock samples and two hundred thirty-six soil samples were collected in the Star target area and analyzed for gold, silver, and pathfinder elements. The maximum rock sample for gold was 61.4 g/t. Fourteen rock samples ran greater than or equal to 2.0 g/t gold. The high soil sample for gold 2,190 ppb, while eight samples ran greater than or equal to 200 ppb gold.

The maximum rock sample silver for silver was 8,710 g/t, while the maximum silver value in soils was 221 ppm. Seventeen rock samples ran greater than or equal 100 g/t silver, while eight soil samples ran greater than or equal to 20 ppm silver.

This information is presented on the Star Target soil and rock sample maps below:

Gold Values - Star Target Area

Silver Values - Star Target Area

Geological mapping and geochemical sampling is continuing now on the property through the rest of the field season. Since our previous release 136 rock samples and 105 soil samples have been collected bringing our total number of rock samples to 561 and the soil sample count to 730. The first pass mapping and sampling have been completed over large portions of the property, but some field work remains.

Ti Cup

In January 2022, The Company released the target area location map below showing the eleven target areas that have been the subject of focused prospecting, geochemical sampling and geophysics work. It also shows the outline of our enlarged claim position.

The TiCup was a major silver producer in the Cherry Creek Mining District. The deposits occurred as high-grade lenticular chutes and replacements within the vein and a thrust fault. This mine was noted for having ore shoots of bonanza grade ore. For example, in 1874 when the shaft was at a depth of 73m and had only 137m of development work the 2.5ft vein at the bottom of the shaft assayed $234 per ton when the price of silver was $0.90 oz. The average grade of the silver mined in 1874 was 420-470 oz/t with the highest shipment reporting 4200 oz/t. (Source: University of Nevada Bulletin 14a, Nevada State Bureau of Mines and Mackay School of Mines. Author: F. C. Schrader geologist of the U.S. Geological Survey 1931). All of Schrader's estimates are deemed to be historical and not 43-101 compliant.

The TiCup vein strikes northeast with a moderate dip to the west. It occurs within a thrust fault that separates massive limestone from an overlying shale. The vein has been traced for 3.5 miles and to a depth of 1,100 feet. The vein is truncated on the north by the Exchequer Fault which is likely the source of the mineralizing fluids. The vein is also bounded on the south by a post-mineral high-angle fault. Fred Anderson, the mine manager at the time of Tognani's report, reported the mineralization to be open below the TiCup shaft. (Source: TiCup Mining Corp. Author: Michael A. Tognoni, TiCup Mining Corp. mining engineer, 1985). The estimates are deemed to be historical and not 43-101 compliant.

Additional exploration opportunities exist both at depth below the Ticup workings and further to the southwest along the Ticup and adjacent Fillmore Veins. Our recent sampling indicates numerous silver values in rock samples. These areas lie on patented mining claims controlled by Viscount Mining. The TiCup target area is 376.49 acres or 152.36 hectares.