E79 Resources : Mananagement Discussion & Analysis January 31, 2022

E79 RESOURCES CORP.

(formerly Top Exploration Inc.)

Management's Discussion and Analysis

For the Nine Months Ended January 31, 2022 and 2021

General

This Management Discussion and Analysis ("MD&A") should be read in conjunction with the condensed consolidated interim financial statements and related notes thereto of E79 Resources Corp. (formerly Top Exploration Inc.) (the "Company") for the nine months ended January 31, 2022 and 2021, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by International Accounting Standards Board ("IASB"), including IAS 34, Interim Financial Reporting. All amounts in the financial statements and this MD&A are presented in Canadian dollars, unless otherwise indicated. This MD&A is dated March 29, 2022 and discloses specified information up to that date.

Management is responsible for the preparation and integrity of the condensed consolidated interim financial statements, including the maintenance of appropriate information systems, procedures and internal controls. Management is also responsible for ensuring that information disclosed externally, including the condensed consolidated interim financial statements and MD&A, are complete and reliable.

All dollar amounts included therein and in the following MD&A are expressed in Canadian dollars except where noted. This discussion contains forward-looking statements that involve risks and uncertainties. Such information, although considered to be reasonable by the Company's management at the time of preparation, may prove to be inaccurate and actual results may differ materially from those anticipated in the statements made. Additional information on the Company is available for viewing on SEDAR atwww.sedar.com.

Since March 2020, the outbreak of the novel strain of coronavirus, specifically identified as "COVID-19", has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to business globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and conditions of the Company and its operations in future periods.

Description of Business and Operations

The Company is a resource exploration company that is acquiring and exploring mineral properties with a focus on Australia. The Company was incorporated on September 27, 2018, under the laws of the Province of British Columbia, Canada. The Company is a reporting issuer in the province of British Columbia. The head office, principal address and records office of the Company are located at 907-1030 West Georgia Street, Vancouver BC. The Company is listed on the Canadian Securities Exchange under the stock symbol ESNR and on the OTCQB under the symbol ESVNF.

On November 30, 2020, the Company closed a purchase agreement with E79 Resources Pty Ltd., a private Australian company, pursuant to which the Company acquired all of the outstanding shares of E79 Resources Pty Ltd. and hereby acquired 100% of two gold projects, the Beaufort and Myrtleford projects located in Victoria, Australia. In consideration of acquisition of E79 Resources Pty Ltd., the Company issued

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20,000,000 common shares of the Company to the shareholders of E79 Resources Pty Ltd. on a pro rata basis (the "Acquisition Shares"). 14,000,000 of such shares are subject to contractually agreed restrictions on transfer. On December 9, 2020, the Company issued 14,000,000 of the Acquisition Shares and on January 29, 2021, the Company issued 6,000,000 of the Acquisition Shares.

During the nine months ended January 31, 2022, the Company issued 37,500 and 721,030 common shares pursuant to option and warrant exercises, for gross proceeds of $28,023 and $324,464, respectively.

Mineral Property Interests

Beaufort Property

Beaufort is a granted exploration tenement located in the southwest of Victoria approximately 145km west of Melbourne, Australia. It is approximately 48km west of the regional town and historic gold mining center of Ballarat. The license consists of a single contiguous parcel covering 120km². The Beaufort Goldfield has been extensively mined in the past almost exclusively for alluvial gold, with an estimated 1.16 Moz of historical production. Local primary sources for the alluvial gold have not yet been identified. At Beaufort, an opportunity exists to explore for a hard rock source of a major alluvial goldfield along a structure that is known to host gold in the region.

In January 2021, the Company completed the first round of in-fill soil sampling over the high priority target areas on the Beaufort Project. In-fill sampling was conducted on a 25m x 25m grid, designed to test both the north-northwest and east-west anomalous trends defined by the previously reported soil geochemistry program. The in-fill survey focused on the intersection of the two anomalous trends. This in-fill program will help guide E79's initial drilling campaign at Beaufort and determine optimal sample spacing to be employed on the extensions to the soil grid over the remainder of the 20km structural trend. Details of the sampling program are contained in the Company's news releases of January 12 and 18, 2021 filed on SEDAR atwww.sedar.com.

Results from the in-fill soil sampling were announced by the Company on April 13, 2021 and the Company subsequently received the requisite consents to commence drilling on the project. The Company completed an initial 1000m maiden diamond drilling campaign to test high-priority soil geochemical targets. The drilling program forms part of a pipeline of exploration activities on its Beaufort Property consisting of reconnaissance soil sampling, infill sampling to define targets, local structural mapping, and drilling of orientated diamond core to provide information on rock type, structure, and gold mineralization below the zone of weathering. Details of the planned program are contained in the Company's news release of May 20, 2021 filed on SEDAR atwww.sedar.com.

Myrtleford Property

Myrtleford is a granted exploration license and located in the north-east of Victoria, approximately 290 km northeast of the Victorian capital Melbourne and approximately 40 km south of the Victoria - New South Wales border cities of Albury - Wodonga, Australia. The license consists of a single contiguous parcel covering 418km². The Exploration License lies within a northwest-trending belt of alluvial and hard rock gold mines that collectively produced 6.3 Moz in the past, mostly from alluvial mining, but also from hard rock production.

In February 2021 the Company secured the services of a Victorian-based exploration drilling company to commence a maiden diamond drilling program at its high-priority Happy Valley gold target on the Myrtleford Property. The drill rig was contracted for initial 1,000m at Happy Valley to test for down-dip extensions of four previously mined high-grade reefs. Details are contained in the Company's news release of February 1, 2021 filed on SEDAR atwww.sedar.com. The initial drill program produced several results of note which are contained in the Company's news release of June 14, 2021 filed on SEDAR atwww.sedar.com.

Partial assay results were subsequently received from drill holes HVD006 and HVD007. Details are contained in the Company's news release of November 15, 2021 filed on SEDAR atwww.sedar.com. The Company announced that results previously reported for two drillholes have been significantly upgraded after identification of a laboratory issue with the initial fire assays noticed via internal QAQC procedures. The grade revision for the intercepts represent a two to three-fold increase from the previously reported results. The revised intersection grades are as follows:

•  2.3m @ 40.5g/t Au from 135.1m previously 2.3m @ 14.4 g/t Au - (Porepunkah Reef, HVD006)

•  5.4m @ 70.0g/t from 149.80m previously 5.4m @ 32 g/t Au - (New Structure, HVD007)

•  1.7m @ 5.5g/t Au from 203.70m previously 2.6m @ 3.64g/t Au from 202.7m - (Porepunkah Reef, HVD007)

All other intersections associated with these holes and previously reported intercepts remain the same. Details are contained in the Company's news release of January 27, 2022 filed on SEDAR atwww.sedar.com.

In February 2022 the "Company") announced that it has received priority assay results from diamond drill holes HVD009 and HVD010 on the Myrtleford Exploration License (EL) located in the Victorian Goldfields, Australia. Highlights of the new drillhole results include:

•  2.50m @ 12.92g/t Au from 306.50m including 0.50m @ 35.50g/t Au (HVD010),

•  2.65m @ 7.94g/t Au from 190.00m (HVD009)

Details are contained in the Company's news release of February 1, 2022 filed on SEDAR atwww.sedar.com.

The Company has engaged a second drill rig and has commenced a maiden drill program at its Twist Creek prospect. The initial 3,000m program will target up to 6 lines of reef over a 3km strike length that were historically mined with gold grades up to 2 ounces. For additional details, refer to the Company's news

release of February 24, 2022 filed on SEDAR atwww.sedar.com.

Golden Girl Property

On September 20, 2019, the Company received a 100% interest in the mineral property Golden Girl, located in British Columbia, from its former parent, Zenith. The property is subject to a 1% net smelter return royalty. The carrying cost of the project was reviewed and given the focus of the Company is currently on its Australian assets and it has no current plans to further explore the property, the project was fully impaired at April 30, 2021. On October 19, 2021, the Company sold its 100% interest in the Golden Girl property to an arm's length party. The Company retains a 1% NSR on the Golden Girl property.

Expenditure on the properties to date are summarized below.

CANADA Golden GirlAUSTRALIA

Total for nine	Total for
months ended	year ended
January 31,	April 30,

2022

2021

BeaufortMyrtleford

Property acquisition costs Balance, beginning Additions (sale)

$

1 (1)

$ 1,612,675 -$ 6,450,700 -$ 8,063,376 -$

88,682 8,063,375

Balance, ending

$

-$ 1,612,675

$ 6,450,700

$ 8,063,376

$ 8,152,057

Exploration and evaluation costs

Balance, beginning Consulting, management fees and sub-contractors

$

-$

326,954

$

214,493

$

541,447

$

1,332

Soil Sampling and mapping Geophysics

Drilling Other costs

- - - - -

210,235

513,769

724,003

231,030

74,145

125,502

199,646

242,493

19,517

25,350

44,867

16,517

584,583

199,056

783,639

139,620

75,976

236,039

312,016

18,884

Balance, ending Impairment

Total

$ $ $

- - -

$ 1,291,410

$ 1,314,209

$ 2,605,619

$

649,876

$

-$

-$

-$

(197,110)

$ 2,904,085

$ 7,764,909

$ 10,668,994

$ 8,604,823

Results of Operations

The net losses for the three months ended January 31, 2022 and 2021 are summarized below:

2022

2021

General and administrative services Consulting fees

$

115,665 $ 42,663

122,664 17,500

Foreign exchange Marketing Management fees Professional fees

17,075 15,137

176,641 291,328

98,739 61,959

23,580 70,048

Transfer agent, regulatory and listing fees Stock-based compensation

7,754 48,136

319,019 432,088

$

(881,137)

$

(978,859)The overall decrease in expenditures is primarily due to lower marketing and professional fees incurred during the period as the Company's acquisition of the Beaufort and Myrtleford projects closed in the

comparative quarter whilst the Company was also making efforts to raise capital. Consulting fees increased and were related to third party vendors. Stock-based compensation represents the value of stock options granted to directors, officers and consultants which vested in the period.

The net losses for the nine months ended January 31, 2022 and 2021 are summarized below:

2022

2021

General and administrative services Consulting fees

$

209,242 $ 45,108

390,458 17,500

Foreign exchange Marketing Management fees Professional fees

68,549 15,137

456,611 291,328

322,172 137,471

105,512 108,110

Transfer agent, regulatory and listing fees Stock-based compensation

14,379 61,090

1,158,154 432,088

$

(2,725,077)

$

(1,107,832)The overall increase in the expenditures is due to the Company ramping up corporate operations during fiscal 2022. Costs in all expense categories increased with the exception of professional and transfer agent, regulatory and listing fees, which decreased primarily due to the close of the Beaufort and Myrtleford project acquisitions occurring during fiscal 2021. The marketing expense resulted from promotional activities undertaken in the period. Consulting fees related to third party vendors. Management fees related to fees charged by officers and members of the board of directors. Stock-based compensation represents the value of stock options granted to directors, officers and consultants which vested in the period.

Selected Quarterly Information

The following table provides selected quarterly financial data for the most recently completed interim quarters:

Quarter Ended	Loss for the period $	Loss per Share (Basic & Diluted) $	Total Assets $
January 31, 2022	881,137	0.01	20,405,193
October 31, 2021	844,798	0.01	21,072,026
July 31, 2021	999,142	0.02	22,394,063
April 30, 2021	1,452,405	0.05	13,701,078
January 31, 2021	978,859	0.02	15,107,002
October 31, 2020	110,204	0.01	927,402
July 31, 2020	18,769	0.00	234,926
April 30, 2020	46,210	0.00	281,416

Financial Condition, Liquidity and Capital Resources

As an exploration company, the Company has not generated any revenues from operations with the primary source of financing to date being from the issuance of equity securities and advancements received from related parties to continue the development of its mineral property.

As at January 31, 2022 the Company had a working capital of $9,326,985 (April 30, 2021 - $4,610,386) and cash of $8,992,060 (April 30, 2021 - $4,697,664).