Hawkmoon Resources : Interim MD&A - Q1

HAWKMOON RESOURCES CORP.

Management's Discussion and Analysis

For the three months ended June 30, 2022

Dated: August 29, 2022

The following Management's Discussion and Analysis ("MD&A") is prepared as at August 29, 2022 in accordance with National Instrument 51-102F1, and should be read together with the unaudited condensed interim financial statements for the period ended June 30, 2022 and the audited financial statements for the year ended March 31, 2022 and related notes, which are prepared in accordance with International Financial Reporting Standards ("IFRS"). Additional information regarding the Company will be available through the SEDAR website at www.sedar.com.

Certain information included in this MD&A may constitute forward-looking statements. Statements in this report that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements.

Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company may differ materially from those reflected in forward-looking statements due to a variety of risks, uncertainties and other factors. The Company's forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and the Company does not assume any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

It is the Company's policies that all forward-looking statements are based on the Company's beliefs and assumptions which are based on information available at the time these assumptions are made. The forward looking statements contained herein are as of the date of the MD&A and are subject to change after this date, and the Company assumes no obligation to publicly update or revise the statements to reflect new events or circumstances, except as may be required pursuant to applicable laws. Although management believes that the expectations represented by such forward-looking information or statements are reasonable, there is significant risk that the forward-looking information or statements may not be achieved, and the underlying assumptions thereto will not prove to be accurate.

Actual results or events could differ materially from the plans, intentions and expectations expressed or implied in any forward-looking information or statements, including the underlying assumptions thereto, as a result of numerous risks, uncertainties and other factors such as those described above and in "Risks and Uncertainties" below. The Company has no policy for updating forward-looking information beyond the procedures required under applicable securities laws.

All dollar figures are stated in Canadian dollars unless otherwise indicated.

The Company's Business

Hawkmoon Resources Corp. (the "Company") was incorporated on April 26, 2019 in British Columbia. The head office and registered and records office of the Company is located at 409 Granville Street, Suite 1000, Vancouver, British Columbia, Canada, V6C 1T2. The Company is a mineral property exploration company. On April 15, 2021, the Company was listed and commenced trading on the CSE on April 19, 2021 under the trading symbol "HM". On May 11, 2021, the Company also listed and commenced trading on the Börse Frankfurt in Germany under the symbol "966".

In July, 2021, the Company commenced diamond drilling on the Wilson gold project. 5,031 metres were completed, covering 28 holes. In October, 2021, assay results showed results of 4.0 metres at 17.31 grams per tonne (g/t) (DDH HMW 21-01). The highest gold values were 58.8 g/t in hole HMW 21-01 (twin) and

38.00 g/t in hole HMW 21-09. Additional assays were 3.0 metres at 11.25 g/t gold with grades up to 30.9 g/t (DDH HMW 21-08 (twin)) and in December, 2021, further results of 1.0 m of 10 g/t Au t (DDH HMW 21-24)

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Hawkmoon Resources Corp.

Management Discussion's and Analysis

For the three months ended June 30, 2022

were released that demonstrated that several holes had intersected at least one altered and mineralized zone.

In November, 2021, the Company completed a 10-hole drill program totalling 1,005 metres on its 48-claim(2,449-hectare) Lava gold property, also located in the province of Quebec near the town of Belleterre. The drill program successfully intersected a wide prospective gold zone in all 10 drill holes.

On November 25, 2021, the Company acquired a 100-per-cent interest in the Wilson East property consisting of six claims totalling approximately 338 hectares contiguous to the east of the Wilson property. The agreement expanded the company's existing land interest to approximately 2,000 hectares in a prospective area.

The Company was able to get in a full season of work in Quebec, with the majority taking place in the Toussaint and Midrim showings on the Wilson gold project. The Wilson property provided exceptional drill results extending the zones to depth and along trend, growing what were already gold-bearing zones spanning multiple rock formations. The zones remain open for further extension. Further assay results are expected soon from the Wilson and Lava properties.

Property description

		Romeo		Wilson		Lava
As at June 30, 2022 and March 31, 2022		Property		Property		Property		Total
Balance, March 31, 2021	$	16,000	$	-	$	-	$	16,000
Cash - payment		20,000		212,000		16,500		248,500
Shares issued		37,500		96,000		33,000		166,500
Write-off of mineral property		(73,500)		-		-		(73,500)
Balance, March 31, 2022	$	-	$	308,000	$	49,500	$	357,500
Cash - payment		-		150,000		33,000		183,000
Shares issued		-		31,500		13,200		44,700
Balance, June 30, 2022	$	-	$	489,500	$	95,700	$	585,200

Romeo Property

By a mineral property option agreement dated May 17, 2019, the Company may acquire up to a 100% interest in the Romeo Property. This property consists of 53 mineral claims located in Quebec, Canada. As consideration, the Company will pay cash of $150,000, issue 1,500,000 common shares of the Company and incur $1,000,000 in exploration expenditures as follows:

1. Cash payment of $10,000 and issuance of 300,000 common shares within 60 days of acceptance of the Agreement (paid and issued);
2. Incur a minimum of $60,000 in exploration expenditures within the six months from the agreement date (incurred);
3. Cash payment of $20,000 and issuance of 300,000 common shares of the Company within 30 days on the listing of the Company on the CSE (paid and issued);
4. Cash payment of $30,000 and issuance of 300,000 common shares of the Company and incur $200,000 in exploration expenditures within one year after listing on the Canadian Securities Exchange ("CSE") (April 15, 2022);
5. Cash payment of $40,000 and issuance of 300,000 common shares of the Company and incur $340,000 in exploration expenditures within two years after listing on the CSE (April 15, 2023); and
6. Cash payment of $50,000, issuance of 300,000 common shares of the Company and incur $400,000 exploration expenditures within three years after listing on the CSE (April 15, 2024).

Should the Company acquire 100% of the property, the optionor will retain a 2% net smelter returns royalty, 1% of which may be purchased by the Company for $1,000,000.

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Hawkmoon Resources Corp.

Management Discussion's and Analysis

For the three months ended June 30, 2022

Upon completing its obligations, the Company will hold a 100% interest in fifty-three unpatented unsurveyed map designated mining claims totaling approximately 2,984 hectares comprising the Property. The nearest towns are Chapais (80km to the northeast) and Lebel-sur-Quévillon (110km to the west). The city of Val d'Or is situated approximately 210 kilometres southwest of the Property.

The Romeo property is situated within the Urban-Barry greenstone belt located in the eastern portion of the Archaean aged Abitibi geological sub province (the "Abitibi"). The Abitibi is divided into two zones, the southern volcanic zone ("SVZ") and northern volcanic zone ("NVZ"). The Abitibi has been called a collage of two arcs, delineated by the Destor-Porcupine-Manneville fault zone. The SVZ is separated from Pontiac sedimentary rocks to the south by the Cadillac-Larder Lake fault zone (Daigneault et al. 2004). The NVZ is dated to be 2735-2705 Ma is the (10) times larger than the 2715-2697 SVZ. Granitic bodies, intrusions and layered complexes are common in the NVZ.

During the year ended March 31, 2022, management of the Company decided not to continue with the Romeo property and wrote-off the acquisition cost of $73,500 to the statement of loss and comprehensive loss.

Wilson Gold Property

On April 22, 2021, the Company entered into an option agreement with Cartier Resources Inc. to acquire 100% interest in the Wilson Gold property located in Verneuil township east of the town of Lebel-sur- Quevillon Quebec. The property comprises of 42 mineral claims totalling approximately 1,660 hectares. As consideration, the Company is required to pay cash of $1,000,000, issue an aggregate of 5,000,000 common shares, incur not less than $6,000,000 in exploration expenditures and drill a minimum of 24,000 metres over a period of five years as follows:

1. Cash payment of $200,000 and issuance of 700,000 common shares upon execution of the agreement (paid and shares issued);
2. Cash payment of $150,000, issuance of 700,000 common shares, minimum exploration expenditures of $750,000 and drilling of 3,000m within the first anniversary date; (subsequently paid, issued and incurred)
3. Cash payment of $150,000, issuance of 800,000 common shares, minimum exploration expenditures of $750,000 and drilling of 3,000m within the second anniversary date;
4. Cash payment of $250,000, issuance of 800,000 common shares, minimum exploration expenditures of $1,000,000 and drilling of 4,000m within the third anniversary date;
5. Cash payment of $250,000, issuance of 1,000,000 common shares, minimum exploration expenditures of $1,500,000 and drilling of 6,000 m within the fourth anniversary date;
6. Issuance of 1,000,000 common shares, minimum exploration expenditures of $2,000,000 and drilling of 8,000m within the fifth anniversary date.

On September 7, 2021, the Company announced it has drilled a total of 5,031 metres in 28 drill holes on the Wilson property and the results from some of the drill holes are promising. For more details on the assay please review the October 5 and 13 news releases which can be found on sedar.

During November 2021, the Company entered into a purchase option agreement with three arms length individuals (the "Vendors") to acquire 100% interest in six mining claims which is contiguous to the Wilson gold property. As consideration, the Company will pay cash of $86,000 over three years ($12,000 paid) and issue 400,000 common shares (200,000 common shares issued) over a three year period. Upon exercise of the option, the Vendors will retain 1.5% NSR of which 0.5% may be purchased by the Company for $600,000.

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Hawkmoon Resources Corp.

Management Discussion's and Analysis

For the three months ended June 30, 2022

Lava Property

On May 18, 2021, the Company entered into an option agreement with two arms length individuals (the "Vendors") to acquire 100% interest in the Lava gold property located in Latulipe-et-Gaboury township of western Quebec. The property comprises of 42 mineral claims totalling approximately 2,115 hectares. As consideration, the Company will pay cash of $115,500, issue 1,320,000 common shares and complete $500,000 of work expenditures over three a year period as follows:

1. Cash payment of $16,500, issuance of 330,000 common shares within five business days of exchange acceptance (paid and shares issued);
2. Cash payment of $33,000, issuance of 330,000 common shares and incur $100,000 in exploration expenditures on or before the first anniversary date; (subsequently paid, issued and incurred);
3. Cash payment of $33,000, issuance of 330,000 common shares and incur an additional $200,000 in exploration expenditures on or before the second anniversary date;
4. Cash payment of $33,000, issuance of 330,000 common shares and incur an additional $200,000 in exploration expenditures on or before the third anniversary date;

Upon exercise of the option, the Vendors will retain a 3% net smelter return royalty ("NSR") of which 1% NSR may be purchased by the Company for $1,000,000.

On August 26, 2021, the Company announced that it has expanded its Lava gold property to 48 claims covering 2,449 hectares by staking.

On November 11, 2021, the Company completed a 10-hole drill program totalling 1,005 metres on the 48- claim (2,449-hectare) Lava gold property. Lava is situated approximately 20 kilometres west of the town of Belleterre and 150 kilometres southwest of Val d'Or in the Abitibi-Temiscamingue region of Quebec. The property hosts the Lavallee 38, 39, 40 and 41 showings. Collectively, the showings expose multiple quartz veins, breccias and stockwork quartz veins within the northeast-striking Lavallee shear zone (LSZ). According to government maps, the bedrock geology Lava is composed of volcanics and gabbro in the southern portions. Much of the northern portions of the property is mapped as tonalite. All of the samples taken will be submitted to ALS Global in Valdor for assay.

Selected Annual Financial Information

The table below sets out certain selected financial information regarding the operations of the Company for the period indicated. The selected financial information has been prepared in accordance with IFRS and should be read in conjunction with the Company's financial statements and related notes.

		Year ended		Year ended		Period ended
	March 31, 2022	March 31, 2021	March 31, 2020
Revenue	$	-	$	-	$	-
Net loss and comprehensive loss	$	3,005,054	$	451,729	$	382,371
Loss per share	$	0.06	$	0.02	$	0.06
Total assets	$	1,619,543	$	903,212	$	206,207

The Company was incorporated on April 26, 2019, and March 31, 2020 was the Company's first fiscal year end. The Company did not record any revenues in the period ended March 31, 2020 and incurred a net loss of $382,371. The net loss of $382,371 in the period is largely attributed to consulting and general exploration cost and share-based compensation which was recorded in conjunction with the May 1, 2019 debt settlement. The Company's total assets for the period ended March 31, 2020 were $206,207 which is mainly made up of cash.

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Hawkmoon Resources Corp.

Management Discussion's and Analysis

For the three months ended June 30, 2022

During the year ended March 31, 2021, the Company recorded a net loss of $451,729 as compared to $382,371 for the previous period ended March 31, 2020. The increase in expenses can be attributed consulting and professional fees incurred in connection with its IPO. Professional fees have increased to $74,080 from $13,335 in the previous period. The Company's total assets for the year ended March 31, 2021 were $903,212 which is mainly made up of cash.

During the year ended March 31, 2022, the Company recorded a net loss of $3,005,054 as compared to $451,729 for the previous year ended March 31, 2021. The increase in expenses can be attributed to the increase in consulting fees, general exploration costs, marketing, share-based payments and professional fees. The Company's total assets for the year ended March 31, 2022 were $1,619,543 which is mainly made up of cash.

The Company has not declared any dividends since its incorporation and does not anticipate paying cash dividends in the foreseeable future on its common shares but intends to retain any future earnings to finance internal growth, acquisitions, and development of its business. Any future determination to pay cash dividends will be at the discretion of the board of directors of the Company and will depend upon the Company's financial condition, results of operations, capital requirements and such other factors as the board of directors of deems relevant.

Selected Quarterly Financial Information

A summary of results for the eight quarters since incorporation follows:

		June 30,		March 31,		Dec. 30,		Sept. 30,
		2022		2022		2021		2021
		Qtr 1		Qtr 4		Qtr 3		Qtr 2
Revenue	$	-	$	-	$	-	$	-
Net loss	$	360,721	$	619,531	$	726,057	$	910,324
Loss per share	$	0.00	$	0.01	$	0.01	$	0.02
		June 30,		March 31,		Dec. 31,		Sept. 30
		2021		2021		2020		2020
		Qtr 1		Qtr 4		Qtr 3		Qtr 2
Revenue	$	-	$	-	$	-	$	-
Net loss	$	749,142	$	30,960	$	137,746	$	213,229
Loss per share	$	0.02	$	0.00	$	0.00	$	0.02

Due to rounding, the figures for the Company's loss per share may not add up to the amount disclosed in the Company's annual financial statements.

During the quarter ended September 30, 2020, the Company recorded a net loss of $213,229 as compared to a net loss of $69,794 for the previous quarter. The increase can be attributed to exploration work and engagement of third-party consultants. During the quarter ended December 31, 2020, the Company recorded a net loss of $137,746 as compared to a net loss of $213,229 for the previous quarter. The decrease can be attributed to the decrease in engagement of third-party consultants in this quarter. During the quarter ended March 31, 2021, the Company recorded a net loss of $30,960 as compared to $137,746 for the previous quarter. The main decrease can be attributed to a reduction in exploration expenses incurred in the fourth quarter. During the three months ended June 30, 2021, the Company recorded a net loss of $749,142 as compared to $30,960. The increase can be attributed to the increase in consulting fees and the recording of share-based payments on stock options and restricted share units granted during the quarter. During the quarter ended September 30, 2021, the Company recorded a net loss of $910,324 as compared to the previous quarter of $749,142. The increase can be attributed to an increase in general

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