Millrock Resources : Management Discussion and Analysis

Management Discussion & Analysis

For the Six Months Ended June 30, 2022

MILLROCK RESOURCES INC.

Management Discussion and Analysis

For the period ended June 30, 2022

Introduction

This is Management's Discussion and Analysis ("MD&A") for Millrock Resources Inc. ("Millrock" or the "Company") and should be read in conjunction with the audited consolidated financial statements for the Six Months Ended June 30, 2022 and supporting notes on www.sedar.com. These consolidated financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS").

Readers should note the following:

• This MD&A has been prepared based on information known to management as of August 26, 2022.
• All currency amounts are expressed in Canadian dollars unless otherwise noted.
• Gregory A. Beischer, a Director of the Company and its President and Chief Executive Officer, is the qualified person (as defined in NI 43-101) who approved the technical information in this MD&A.

Description of Business

Millrock Resources Inc. ("Millrock" or the "Company") is engaged in the acquisition and exploration of mineral properties prospective for gold, copper and other metals. The principal mineral exploration targets include intrusion-related gold and copper-gold porphyry deposits, magmatic nickel-copper-platinum and vein style gold-silver deposits.

Millrock is active in multiple geologic terrains and mineral districts with ten mineral exploration projects in Alaska, USA and Sonora State, Mexico.

The Company follows a Project Generator - Joint Venture business model that capitalizes on Millrock's knowledge and ability to identify high quality exploration targets and execute exploration programs under the terms of earn-in option agreements. This business model shares risk by forming agreements with other companies that invest capital to move exploration projects toward development and production.

Millrock trades on the TSX Venture Exchange under the symbol MRO and is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec and Nunavut. The Company also trades on the OTCQB marketplace in the United States under the symbol MLRKF.

Forward Looking Statements

This document may contain "forward-looking information" within the meaning of Canadian securities legislation and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, "forward-looking statements"). These forward-looking statements are made as of the date of this document and the Company does not intend, and does not assume any obligation, to update these forward-looking statements.

Forward-looking statements relate to future events or future performance and reflect Company management's expectations or beliefs regarding future events and include, but are not limited to, statements with respect to the estimation of mineral reserves and mineral resources, mineral exploration programs, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, capital expenditures, success of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage.

In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates"

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MILLROCK RESOURCES INC.

Management Discussion and Analysis

For the period ended June 30, 2022

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" or the negative of these terms or comparable terminology.

By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks related to actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of mineral resources; and other risks of the mineral exploration and mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Going Concern

The consolidated financial statements for the period ended June 30, 2022 on www.sedar.comwere prepared on the assumption that the Company will continue as a going concern, which contemplates that the Company will continue in operation for the next twelve months and that it will be able to realize its assets and meet its liabilities in the normal course of operations. Realization value may be substantially different from carrying value as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values, classification of assets and liabilities should the Company be unable to continue as a going concern. As of June 30, 2022, the Company had not yet achieved profitable operations, and had an accumulated deficit of $46,781,935 (December 31, 2021 - $46,888,152). Management has carried out an assessment of the going concern assumption and has concluded that the Company may not have sufficient cash and cash equivalents and other financial assets to continue operating at current levels for the ensuing twelve months. The Company's forecast indicates the existence of uncertainty that raises significant doubt about the Company's ability to continue as a going concern and, therefore, that it may be unable to realize its assets and discharge its liabilities in the normal course of business. The Company's ability to continue as a going concern is dependent upon its ability to raise additional equity, continue some of its existing partnerships, partner additional exploratory prospects, generate overhead recovery fees, and receipt of option payments.

Additional Information

Financial statements, MD&A documents and additional information relevant to the Company and the Company's activities can be found on SEDAR at www.SEDAR.com, and/or on the Company's website at http://www.millrockresources.com.

General

The Company continued to advance its business objectives through 2021 and to date through 2022. During the period ended June 30, 2022, Millrock spent $441,957 on exploration work on properties during the year, of which $193,850 was supplied by companies earning an interest in Millrock's projects.

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MILLROCK RESOURCES INC.

Management Discussion and Analysis

For the period ended June 30, 2022

Highlights for the Period Ended June 30, 2022

• Millrock owns 9,957,157 shares of ASX listed company Felix Gold Limited ("Felix Gold") as a result of sale of three projects near Fairbanks, Alaska: Treasure Creek, Ester Dome, and Liberty Bell. During the quarter Felix Gold began a 15,000 meter drilling program at the Treasure Creek project using a reverse circulation drill. Subsequent to the end of the quarter Felix Gold announced assay results from the first nine holes drilled. The highlight intersection was 1.2 grams per tonne gold over 89 meters.
• Resolution Minerals initiated a 2,200 meter core drilling program during the quarter.

Outlook

Throughout the past several years Millrock has generated projects that attracted substantial funding from partner companies. The Company formed new earn in agreements on the 64North Project and the Fairbanks Project in Alaska. Both projects have robust budgets and aggressive programs commended in the first quarter. Opportunities for new funding partners for new projects are emerging and new projects are being developed.

Operations Review

United States Properties

Millrock owns and operates four mineral exploration projects in Alaska.

1. Apex El Nido, Alaska, United States, High Grade Vein Gold:
   Millrock made an option agreement with the underlying owner. The option is good for five years and costs Millrock US$1,000 per year and is required to make annual rental payments to the federal government. There are historical underground mine workings on the project from which approximately 25,000 ounces of gold was extracted. No drilling beneath the workings has ever been done. Quartz veins of the mesothermal variety locally contain high grade gold mineralization. The veins may extend below the workings. Millrock announced that Coeur Explorations, Inc. had entered an agreement with Millrock. Millrock assigned its option rights to Coeur, and if Coeur had made the necessary payments and exploration expenditures and exercised the option Millrock will have been granted a Net Smelter Return royalty with an Advanced Minimum Royalty provision.
   Coeur funded a soil sampling and mapping program which Millrock executed in summer 2021. The results show that the gold-bearing structure extends at least one kilometer to the north. Despite the good results, Coeur elected to terminate its option. There are an excellent series of drill targets established on the property and Millrock is seeking partners for the project.
2. 64North Gold Project, Goodpaster Mining District, Alaska, United States, Gold:
   Assay results from a trenching program Resolution carried out at the Tourmaline Ridge prospect on the West Pogo block of 64North project, where a large gold in soil anomaly was known to exist. The assays confirmed steep, narrow gold-bearing veins antithetic to the main "Pogo Trend". These types of veins are characteristic above the shallow dipping shear of the Pogo Trend. Tourmaline Ridge now represents a prime drill target area and during the quarter Resolution initiated the planned drilling program of 2,200 meters in five holes. Millrock is providing support for the program. Resolution is sole funding the program to the next earn-in level of 51%.
3. Chisna, Alaska, United States, Gold: Millrock purchased claim blocks from Corvus Gold in 2015. The claim blocks came with a large database of information that cost approximately $7 million to create. Upon review of the data Millrock has developed some strong targets for porphyry copper- gold mineralization. In 2021 a major mining company funded exploration work on the claims. The results were valuated during the quarter and improved the Grubstake prospect target. e.

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MILLROCK RESOURCES INC.

Management Discussion and Analysis

For the period ended June 30, 2022

1. Fairbanks District, Alaska
   In late 2020 the Company entered into an agreement whereby Felix Gold will have the right to secure a 100% ownership in the Treasure Creek, Ester Dome and Liberty Bell projects for 9,957,157 Felix Gold shares (received with a value of $$2,246,335), US$210,000 in cash (received in 2021), and retained royalties. Each of the three projects is subject to a production royalty in favour of Millrock: Treasure Creek 2.0% Net Smelter Returns ("NSR"), Ester Dome 1.5% NSR and Liberty Bell 2.5% NSR.
   Additionally, Millrock and Felix Gold entered a strategic alliance whereby other projects outside of the Treasure Creek and Ester Dome areas would be generated with funding from Felix. Millrock is entitled to a 1.0% NSR royalty on any project staked, and on claims secured from third parties. Felix Gold must fund a minimum of US$250,000 each year to extend the strategic alliance.
   Felix Gold funded, and Millrock executed, a major soil sampling program across Treasure Creek and the GST, Bank and Vault claims blocks in 2021. Strong anomalies were received from the NW Array and Eastgate prospects on the Treasure Creek project. Strong results are indicated on the DG block also, near the recent Freegold Ventures discovery at Golden Summit. Felix initiated an aggressive drill program for 2022. A minimum 15,000 meter drill program is envisioned. The work is underway and excellent progress is being made. Results of the initial nine holes drilled at the NW Array prospect were encouraging. More than 125 holes have been drilled at Treasure Creek to date.
   Grant Mine
   During Q1 2021, the Company entered into an option agreement to earn a 100% interest in the Grant Mine near Fairbanks, Alaska. To earn the interest, the Company must pay $2,000,000 over six years. This property will form part of the larger Ester Dome exploration project, which is subject to an agreement between Millrock and partner Felix Gold. In the event that Felix Gold assumes the option rights and proceeds to make the purchase of the Grant Mine, Millrock will vest with a 1.5% Net Smelter Return royalty on gold production with an advanced minimum royalty provision. Felix Gold has assembled all historic data and calculated the grade and tonnage of gold known to be in the ground. Felix Gold has examined data from the former-producing Grant Mine upon which they have an option to purchase a 100% interest. As a result of the data analysis, Felix Gold has been able to calculate a gold resource that is compliant with the Australia Joint Ore Reserves Committee
   ("JORC") standards that govern such calculations in Australia (source: INDEPENDENT GEOLOGIST'S REPORTS ON FELIX GOLD LIMITED'S MINERAL EXPLORATION
   PROJECTS IN ALASKA, Prepared by Independent Geologist Mr. Ian Taylor of Mining Associates Pty Ltd., October 15, 2021).
   The independent geologist's report is appended to the Felix Gold prospectus and reports the following:
2. • Inferred Mineral Resource estimate (JORC 2012) for Grant Mine of 5.8 million tonnes @ 1.95 grams per tonne gold for 364,000 ounces of contained gold including an underground resource of 136,000 ounces of gold grading 6.2 grams of gold per tonne.
   • And also: Grant Mine Exploration Target (JORC 2012) of 5.6 million tonnes to 6.6 million tonnes at a grade of 1.9 grams per tonne gold to 2.1 grams per tonne gold for 338,000 to 545,000 ounces of gold (exclusive of the Mineral Resource).

Note: The NI43-101 standards are the standards to which Mill rock must adhere as a TSX Venture Exchange issuer, and the Australia JORC standards are those to which Felix Gold must comply as an Australian issuer. The JORC standards are robust, similar and parallel to the NI43-101 standards.

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