Bitterroot Resources : 2022 Year End Management & Discussion Analysis

BITTERROOT RESOURCES LTD.

MANAGEMENT DISCUSSION & ANALYSIS

For the year ended October 31, 2022

As of February 23, 2023

INTRODUCTION

Bitterroot Resources Ltd. is a mineral resource company engaged directly and indirectly through its wholly-owned subsidiaries, (collectively referred to herein as "the Company" or "Bitterroot"), in the acquisition and exploration of mineral properties.

In the Upper Peninsula of Michigan, Bitterroot's wholly-owned subsidiary Trans Superior Resources, Inc. (Trans Superior) holds a leasehold interest in the LM Property, which hosts a conduit-hostednickel-copper-PGM target. The LM Property is located 25 kilometres west of the Eagle nickel-copper-PGM mine, in a similar geologic setting. In February 2020, the Company entered into an option/joint venture agreement whereby privately-held Below Exploration, Inc. ("Below") funded drilling and related costs of US$285,000 to earn a 49% interest. Bitterroot (51%) and Below (49%) have since formed a joint venture covering the LM property.

Also in the Upper Peninsula of Michigan, Trans Superior owns a 49.9% interest in mineral titles covering approximately 360 square miles. In September 2015, Bitterroot entered into an agreement with Altius Minerals Corporation ("Altius"), whereby Altius earned a 50.1% interest in these mineral rights. Altius' subsequent option to earn up to an 80% interest expired unexercised. The Company (49.9%) and Altius (50.1%) are effectively joint venture partners, although a formal joint venture agreement has not yet been entered into.

In Nevada, in late December 2022, Trans Superior terminated option agreements on the Castle West and Coyote Sinter properties. The Company recently located 162 unpatented claims in Esmeralda County, creating the Nighthawk Property.

Between November 1, 2021 and February 9, 2023, gold prices increased approximately 4%, nickel prices increased approximately 39%, copper prices decreased approximately 9% and the S&P/TSX Venture Composite Index decreased approximately 36%. The Company is exposed to commodity price and equity market risk due to the cyclical nature of commodity prices and the mineral exploration business. The Company's management minimizes exploration costs and political risk by operating in mining-friendly,road-accessible parts of Michigan and Nevada.

The following Management Discussion and Analysis (MD&A) should be read in conjunction with Bitterroot Resources Ltd.'s audited annual consolidated financial statements for the year ended October 31, 2022 and the related notes contained therein, which have been prepared under International Financial Reporting Standards ("IFRS"). This information and exploration results are presented in news releases and project summaries available at www.sedar.comor on the Company's website www.bitterrootresources.com.

All financial information in this MD&A related to the year ended October 31, 2022 have been prepared in accordance with IFRS and all dollar amounts are quoted in Canadian dollars, the reporting and functional currency of the Company, unless specifically noted.

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 metals; (ii) that there are no material delays in the optimisation of operations at the properties; (iii) assumptions about operating costs and expenditures; (iv) assumptions about future production and recovery;

1. 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 metals;

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

This MD&A (See "Risks and Uncertainties") contains 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 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.

SUMMARY OF ACTIVITIES

In March 2022, the Company closed a private placement of 8,085,000 units priced at $0.10 per unit for gross proceeds of $808,500. Each unit consists of one common share and one-half share purchase warrant, exercisable at $0.20 for two years from the date of issuance. Finder's fees paid in conjunction with the private placement consisted of $16,321 cash and the issuance of 119,000 finders' warrants at a fair value of $8,454.

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In March 2022, the Company issued 100,000 shares with fair value of $9,500 pursuant to the option agreement relating to the LM Property.

In July 2022, the Company issued 50,000 shares with fair value of $3,500 pursuant to the option agreement relating to the Coyote Sinter Property.

In April 2022, the Company granted stock options to acquire 1,250,000 common shares at $0.10 per share, expiring April 21, 2027.

During the year ended October 31, 2022, the Company received $700 from the exercise of 14,000 warrants, plus $15,000 from the exercise of 150,000 options.

In February 2023, the Company issued 5,000,000 units priced at $0.04, consisting of one common share and one half of a common share purchase warrant, exercisable at $0.08 for 2 years, for gross proceeds of $200,000.

OVERALL PERFORMANCE

Results of Operations

LM Nickel-Copper Project, Upper Peninsula of Michigan

The LM Property is being explored for conduit-hostednickel-copper-platinum-palladium mineralization similar to Lundin Mining Corporation's Eagle and Eagle East orebodies, which are located 25 kilometers to the east. Since drilling started at LM in June 2020, Bitterroot Resources Ltd. (51%) and joint venture partner Below Exploration, Inc., ("Below") (49%) have completed 7,565 metres of drilling in 26 core holes on the LM Property in Baraga County, Michigan. Drilling is currently paused pending additional land acquisition. Bitterroot's drilling at the LM Property has defined a magma conduit which hosts an olivine-gabbronorite unit and a basal copper/nickel/PGM-mineralized peridotite unit. Disseminated, semi-massive and/or massive sulphide Ni-Cu-PGM mineralization has been intersected in 11 of 26 holes. The table below summarizes the assay results received to date from mineralized holes. Photographs of the mineralization are available at www.bitterrootresources.com. Management is encouraged by the high metal tenor of the sulphide mineralization.

LM Project - Summary of Sulphide-Mineralized Intervals

Hole #	From	To	Interval	Nickel	Copper	Au + PGM	Type
(m)	(m)	(m)	(%)	(%)	(g/tonne)
LM 20-01	253.80	259.10	5.30	0.58	0.62	0.33	disseminated
LM 21-07	270.07	273.00	2.93	0.78	0.83	0.25	disseminated
and	273.00	273.75	0.75	5.16	1.18	0.82	semi-massive
LM 21-10	260.50	262.75	2.25	0.78	0.80	0.40	disseminated
and	262.75	262.94	0.19	2.74	0.43	0.37	semi-massive
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LM 21-13	247.68	250.36	2.68	0.33	0.38	0.10	disseminated
and	250.36	250.75	0.39	1.81	0.51	0.52	semi-massive
LM 21-14	235.79	236.06	0.27	1.96	0.01	0.01	semi-massive
and	236.06	236.86	0.80	4.81	0.78	0.25	massive
LM 22-22	256.27	258.86	2.59	0.55	0.48	0.24	disseminated
and	258.86	259.37	0.51	1.33	3.68	0.41	semi-massive
LM 22-23	258.32	260.36	2.04	0.08	0.08	0.03	disseminated
LM 22-24	240.40	245.78	5.38	0.28	0.42	0.05	disseminated
							Disseminated
LM 22-25	163.20	165.15	1.95	0.09	0.08	0.02	and blebby, in
peridotite
							clasts
and	190.80	192.05	1.25	0.13	0.27	0.11	trace to
disseminated
and	318.09	323.09	5.00	0.02	0.02	0.01	sparse blebs
LM 22-26	232.19	234.16	1.97	0.10	0.11	0.02	disseminated
and	234.16	235.16	1.00	0.33	0.35	0.10	blebby
and	235.16	235.52	0.36	1.23	0.75	0.13	blebby and
semi-massive

Under the terms of the Company's lease on the initial 40-acre LM Property, the 2022 advance royalty payment was US$6,800 (paid). The lessors have granted the Company the option to reduce the current 3% net smelter returns royalty (NSR) to a 2% NSR by paying US$1,000,000 prior to December 31, 2064.

In February 2021, the Company entered into a minerals lease and purchase option with a privately-held corporation ("MPC") covering 80 acres of mineral rights adjacent to the LM Property. The MPC mineral rights host magnetic targets adjacent to the area of the LM Project currently being drilled. The Company paid US$15,000 and issued 100,000 common shares to MPC. On the first anniversary, Bitterroot paid US$15,000 and issued additional 100,000 shares. On the second anniversary, Bitterroot issued a final tranche of 100,000 shares and will pay US$16,000. Subsequent rental payments will escalate by US$20/acre/year. Bitterroot will also retain the exclusive right and option to purchase the mineral rights for US$1,000/acre for the first five years of the agreement, US$2,500/acre in years 6 through 10, then escalating US$2,500/acre for each subsequent five years for the first 20 years, and remaining unchanged at US$10,000/acre thereafter. MPC will also retain a 2% NSR royalty on underground mining and a 3% NSR on open pit mining. Bitterroot can reduce both royalties to 1% NSRs through payment of US$1,000,000 per 1%.

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The LM Project is not subject to the joint venture with Altius Minerals Corporation described below.

Mr. Glenn W. Scott, CPG, is the Qualified Person responsible for the technical content of this disclosure. Mr. Nickolas Dudek, P.Geo, of C.J. Greig & Associates Ltd. is the Qualified Person responsible for the 3-dimensional modelling of the drill hole data.

Voyageur Lands, Upper Peninsula of Michigan

In late 2015, Bitterroot entered into an option/joint venture agreement with a subsidiary of Altius Minerals Corporation ("Altius") to explore 250 square miles of Bitterroot's privately held mineral rights in the Upper Peninsula (the "Voyageur Lands") for conduit-hosted,high-grade magmatic nickel-copper-PGM deposits similar to Lundin Mining's Eagle and Eagle East deposits. Altius acquired a 50.1% interest in the mineral rights by incurring C$600,000 of exploration expenditures. This was achieved mainly through funding a 4,590 line-kilometre VTEM Plus airborne magnetic and electromagnetic survey. Altius and Bitterroot's analysis of the aeromagnetic and VTEM Plus data and subsequent Maxwell modelling has resulted in the selection of nine (9) high-priority targets for follow-up. Prospecting has identified a previously undocumented ultramafic intrusion or flow, which enhances the exploration potential of several adjacent, overburden-covered,high-priority VTEM Plus and aeromagnetic targets.

Altius had the right to acquire an additional 19.9% of the Properties by completing $2.5 million in exploration spending by September 29, 2021, plus the right to acquire an additional 10% of the Properties by completing exploration spending of a further $5 million, or completing an NI 43-101 compliant pre-feasibility study on a mineral resource on the Properties, both before September 29, 2025. Altius failed to complete the additional expenditures required prior to September 29, 2021 and both options have expired. The Company (49.9%) and Altius (50.1%) are effectively joint venture partners, although a formal joint venture agreement has not yet been entered into. Altius retains a 2% net smelter returns (NSR) royalty on the Voyageur Lands (covering approximately 250 square miles of mineral rights) and the right to repurchase a 1% NSR held by a third party on the Copper Range Lands (covering approximately 100 square miles of mineral rights). The Company and Altius also hold State of Michigan metallic minerals leases covering an additional 3,051 contiguous acres.

Bitterroot and Altius are in early stage discussions aimed at advancing the project in 2023.

Mr. Glenn Scott, CPG, is the Qualified Person responsible for the technical content of this disclosure.

Coyote Sinter Gold/Silver Property, Elko County, Nevada

In July 2020, Bitterroot Resources Ltd.'s US subsidiary entered into a mining lease, with an option to purchase, with GoldPlay, LLC. ("GoldPlay", formerly Geological Services, Inc.) on the 13-claim Coyote Sinter gold/silver project in Elko County, Nevada. Bitterroot subsequently staked an additional 34 claims and leased 280 acres of adjacent mineral and surface rights.

The Coyote Sinter property is located 9 kilometres east of the historic Tuscarora mining district, on the southern edge of the Jerritt Canyon (Independence) Mining District. The property hosts part of a low sulfidation epithermal (hot spring) system.

In September and October 2022, the Company's contractor drilled 885.66 metres in three PQ/HQ core holes along 700 metres of strike length of the Chevron fault. The first hole encountered

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