Delta CleanTech : MANAGEMENT DISCUSSION AND ANALYSIS 1ST QUARTER END MARCH 31, 2024

MANAGEMENT DISCUSSION AND ANALYSIS

1ST QUARTER END MARCH 31, 2024

INTRODUCTION

The following Management's Discussion and Analysis ("MD&A") is prepared as of March 31, 2024 and should be read together with the Delta CleanTech Inc. ("Delta" or the "Corporation") unaudited consolidated interim financial statements for the three-month period ending March 31, 2024 (the "Period" or "Q1") and related notes attached thereto (collectively referred to as the "Financial Statements"), which are prepared in accordance with International Financial Reporting Standards ("IFRS"). All amounts are stated in Canadian dollars unless otherwise indicated. The Corporation has adopted National Instrument 51-102F1 as the guideline in representing the MD&A. Terms used but not defined in this MD&A shall bear the meaning as set out in Part 1 of National Instruments ("NI") 51-102 and NI 14-101Definitions and accounting terms that are not defined herein shall bear the meaning as described or used in IFRS applicable to publicly accountable enterprises.

This MD&A is dated May 30, 2024.

FORWARD-LOOKING STATEMENTS DISCLAIMER

Statements in this MD&A that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties that may cause the Corporation's actual results or outcomes to be materially different from those anticipated and discussed herein. In assessing forward-looking statements contained herein, readers are urged to read carefully all cautionary statements contained in this MD&A and accompanying Financial Statements, and to not put undue reliance on such forward-looking statements. Forward-looking statements in this MD&A include statements with respect to: the expected performance of the Corporation and operations and the Corporation's intentions to expand its business and operations; the Corporation's expectations regarding revenue, expenses and anticipated cash needs; the Corporation's plans to expand its purification capabilities; the ability of the Corporation to meet consumer demand; the ability of the Corporation to execute on its strategic priorities and objectives; the size of the market that the Corporation operates in; the Corporation's ability to create engineering and distribution channels. Although Delta's management ("Management") believes that the expectations reflected in the forward-looking statements are reasonable, Management cannot guarantee future results, levels of activity, performance or achievements, or other future events. Forward-looking statements in this MD&A speak only as of the date on which they are made, and Management is under no duty to update any of its forward-looking statements after the date of this MD&A, other than as required and governed by applicable securities laws.

Additional information related to the Corporation is available for view on SEDAR+ at www.sedarplus.ca.

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Corporate Overview

Delta is a clean energy technology business that is dedicated to providing proven clean technology solutions that address the Environmental Social Governance ("ESG") needs of corporations. The principal activity of Delta consists of the following five business sectors:

1. CO2 capture;
2. Hydrogen Production (CO2 Capture);
3. Solvent and Ethanol Purification;
4. Methane Collection and Destruction; and
5. Carbon Credit Validation, Certification, and Trading.

Delta provides the above services by bundling its patented process design intellectual property, with CO2 capture, methane destruction and solvent purification. The proprietary and patented technologies are designed to reduce the cost of carbon capture, methane destruction, and solvent and ethanol purification creating compliance and voluntary offset carbon credits. Delta's projects are engineered to lower capital and operating costs, while at the same time delivering superior performance through energy reduction and lowering emissions. Further, Delta Purification® is a solvent and glycol purification division, focused on the field of purifying, reclaiming, recycling and reusing solvents and glycols, providing energy processors and heavy industry participants the option of reclaiming and not disposing of these waste materials in underground disposal wells.

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DELTA CLEANTECH INC.

Delta has developed proprietary extraction and purification systems for the energy business sector that have been designed to extract CO2 and waste solids from gases and liquids.

The Corporation benefits from its 19-year pedigree, management, experience, proprietary intellectual property, and historic customer branding.

Delta's Modular designed CO2 capture unit

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CO2 Capture and Utilization

Identity Preserved Waste ("IPW") is a recognized industry phrase utilized by energy infrastructure professionals. It refers to the quantification, identity, ownership and liability of air borne, soil borne, and water borne waste. ESG is driving IPW Solutions. An ESG audit will consider IPW and in the process, retain ownership for its disposed waste. Delta's IPW solutions (CO2 capture, methane destruction and liquids reclamation) assist with mitigating this liability issue for companies.

Proprietary Process Design package for CO2 capture plants

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Solvent, Glycol and Ethanol Reclamation Systems

Delta Purification® is a solvent, glycol and ethanol purification division, focused in the field of purifying, reclaiming, recycling and reusing ethanol, solvents and glycols, providing energy processors and heavy industry participants the option of not disposing of these waste materials in underground disposal wells.

The Delta Purification® WTO patented System reclaimer unit is like a kidney in the human body, in that it removes the impurities that build up in solvents, ethanol, glycols and liquids used as solvents in commercial clean energy and biomass extraction systems. This. system allows these liquids to be reclaimed, recycled, and reused

The Delta Purification® System offers the following commercial products:

Feed

Product

Waste

• Delta Solvent Reclaiming System™ - Reclaiming hydrocarbon-basedand other solvents, such as single, mixed, and formulated amines, for use in natural gas processing, ethanol-based

solvents and post-combustion CO2 capturing processes.

• Delta Glycol Reclaiming System™ - Reclaims and purifies glycols, such as mono-ethyleneglycol and tri-ethyleneglycol, used for natural gas dehydration processes.

Methane Collection and Destruction

Wellhead methane, leaked from oil and natural gas production wells, is the result of fissures within the surface casing cement, and can occur in both new and old wells. Rising environmental standards have increased the regulatory focus on greenhouse gas

emissions due to the fact that methane's global warming potential contributes 26 + times that of CO2.

The desire to capture and burn this methane in an oxygen free environment allows for the conversion of methane to carbon dioxide, the reduction of the overall greenhouse gas impact of the producing well and can reduce the carbon intensity of the production of both oil and natural gas.

Up until this point, operators with casing bowl methane leaks have relied on expensive remediation activities, with costly and uncertain outcomes. This exercise includes service rigs, perforating units, cement formulators and pumping infrastructure.

Delta has a low-cost technical solution that solves this problem, and a business model to destroy methane. This destruction process further provides an opportunity to convert the destroyed methane into fungible carbon credits. Delta is currently in the process of building, testing and commercially demonstrating its low volume casing bowl

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methane destruction unit. Am interested oil and gas company has provided a site where the unit will be tested and demonstrated in the new year.

President's Comments:

The future of clean technology is materializing. There are four main factors that are driving the industry that are significantly different than in prior years:

1. Canadian Carbon Taxation - began at $50.00/T in 2023 and will gradually increase to $170 per ton by 2030. Federal carbon tax increase to $80/T is effective April 1, 2024.
2. Environmental and Social Governance - a public commitment to adopting environmental strategies to reduce their environmental footprint.
3. Commercialization of the capture technology - the Delta CO2 capture technology has been perfected over the last 20 years and is fully commercial. (Real projects are not interested in a science experiment.)
4. Growth of new ways to utilize CO2 as a commodity - products such as carbon nanotubes, graphene, CO2 injected concrete, and commercial products such as methanol and ethanol, all help to reduce the eventual cost of emissions reduction.

Delta has continued to execute on its plan to become a leader in CO2 capture, solvent reclaiming, methane destruction and carbon credit initiation and trading.

Canada has been slow in approving carbon taxation legislation previously announced. As a result, carbon emitters have put their projects on hold pending Government taxation approvals prior to moving ahead with their carbon mitigation plans.

Delta completed two carbon capture engineering projects in 2023. Another engaged Canadian carbon capture engineering project is currently in the build stage scheduled for commissioning in Q2 of 2024. Because of confidentiality requirements, Delta is unable to formally announce these current projects at this time. Delta has a substantial number of new business opportunities, that are at various stages of commercial development anticipated to materialize and advance in the coming months.

Delta is implementing a number of exciting new business opportunities:

1. Methane destruction - roll out of the Methanator RX™ for casing bowl methane destruction and reporting. Subsequent roll out, there will be a carbon crediting opportunity for Carbon RX Inc. ("Carbon RX").
2. Build Own Operate and Maintain (BOOM)- CO2 capture projects that Delta and its partners will own.
3. Commercial sale of CO2 to commodity purchasers - to meet the increasing demand for CO2 that is used as a commodity in business operations.
4. Fluids management centres - to manage solvents and glycols, using Delta's patented reclaimer technology.
5. Owners Engineering Services - Provide consulting services for company's that require expertise in CO2 capture and solvent reclaiming.

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Delta's subsidiary Carbon RX IP has been historically utilized for carbon credit origination, aggregation and trading on the Chicago Climate Exchange beginning 2006.

The rules and regulations today are multi-jurisdictional, have been evolving over the past 16 years, are complex and require an in-depth knowledge of how the credits are established, validated, and certified. CO2 management experience is a pre-requisite to high fidelity, carbon credit recognition, validation, and certification.

Carbon RX is developing the digital issuance of carbon credits in collaboration with Pure Sky Registry, LLC ("Pure Sky"). Pure Sky, a Delaware corporation of which Carbon RX owns 49.9978%, will lead, manage, and finance the project development, utilizing WEB3 smart contracts on a digital registry carbon credit platform ("Registry"). Pure Sky will be financing the development costs through the issuance of membership fees in the Registry. The completion of the digital registry will allow the free flow of digital carbon credits on the block- chain, and address the digitization needs of Carbon RX.

Carbon RX is developing a customized carbon protocol for application in regenerative agriculture and will submit for approval from the Pure Sky registry in 2024 Q1. An additional protocol for application in BC forest is under development.

Carbon RX continues to secure land for nature-based carbon credits with our First Nations partners. We are resourcing the sales and marketing of future carbon credits.

Currently, we are certifying and	validating a regenerative carbon project.
Carbon RX will host the 3rd	Annual Global First Nations Carbon Summit

(https://thecarbonsummit.com/), October , 2024, on Treaty 4Territory with key themes focused on Carbon 101 knowledge transfer, alternative energy, financing instruments and First Nations world view values on land management.

Carbon Credits:

Delta entered into a licensing agreement with Carbon RX, whereby Delta licensed its carbon technology to Carbon RX.

Carbon RX intends to engage Pure Sky, Verra, Gold Standard, and Canadian Standards Association, for the validation of fidelity, certification, and registration of all carbon credits, dependent on the project design and related market needs.

Carbon RX originates, validates fidelity and registers voluntary carbon credits that will incorporate legacy and new industrial processes with technologies. Carbon RX relies on Pure Sky for the digitization of carbon credits consistent with the platforms blockchain infrastructure. Carbon RX is employing a new industrial approach regarding methane destruction and proprietary protocol Emission Measurement Units ("EMU"), still in the product development phase.

Carbon RX's platform works as follows: Carbon RX enters into an agreement with the landowner, in order for Carbon RX to assist in the origination and monetization of carbon credits from the landowner's lands. The Carbon RX team then visits the land site and/or collects historic data to determine if and how the land qualifies to be

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eligible for credit origination. One of a series of publicly accepted protocols is applied to the land and submitted to an independent 3rd party registry, for the issuance of credits.

Carbon RX business model is based on earning a percentage of the carbon credits originated with each landowner, as a service provider. Carbon RX will then sell these credits in the market to generate income.

Industry Terms applicable to Carbon RX:

Blockchain: A decentralized ledger shared among network nodes, securely stores digital information, notably used in cryptocurrencies such as Ethereum. It ensures data integrity without central authority by grouping data into linked blocks, forming an immutable chain and creating a transparent timeline. Each block is timestamped upon addition improving the tracking and tracing of carbon credits and improving the overall integrity of the carbon crediting system.

Blockchain Platform: A blockchain platform allows users and developers to create novel uses on top of an existing blockchain infrastructure.

Carbon Credit: A carbon credit is a certificate that represents the right to emit one ton of carbon dioxide. These credits can be traded, and the price is set by supply and demand.

Compliance and Voluntary Carbon Market: The carbon market is a way of regulating greenhouse gas emissions by providing economic incentives to reduce emissions. There are two types of carbon credits: compliance and voluntary. Compliance carbon credits are created through government-regulated programs, whereas voluntary carbon credits are created through private or voluntary agreements between businesses. A voluntary carbon market works by businesses and individuals buying or selling carbon credits.

DAO: Decentralized autonomous organization is an organization constructed by rules encoded as a computer program that is often transparent, controlled by the organization's members and not influenced by a central government. Its purpose is to promote oversight and management of an entity similar to a corporation, without central authority using smart contracts to make decisions.

ESG: Environmental (carbon reduction, plastics, pollution, water, energy use, recycling) Social (Corporate behavior and structure, ethics, human rights) Governance (diversity and inclusion, pay equity, labour standards, health and safety).

WEB3 design: At first the internet was Web 1.0, meaning it was decentralized, with ownership and control of content and platforms distributed among many individuals and businesses. Web 2.0, the current iteration of the internet, evolved thanks to a small number of software companies with user-friendly platforms, like Google, Apple, Facebook (now Meta), and Twitter. With many online consumers, the web grew more centralized, largely owned and controlled by a few corporations. With Web3, developers are making the internet decentralized again. Tech monopolies will no longer have possession and command of the content and platforms users create. Web3 also aims to solve the internet's security and privacy issues.

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SELECTED FINANCIAL INFORMATION

	In Canadian Dollars			Year ending			Year ending			Year ending
				Dec. 31, 2023			Dec. 31, 2022			Dec. 31, 2021
	Total revenue	1,032,084		1,412,984		375,000
	Operating loss	(2,884,465)		(2,838,291)		(2,598,370)
	Interest income	57,865		18,815		15,715
	Interest expense	(7,945)		(909)		(2,075)
	Listing fees	-		-		(562,441)
	Stock compensation	(154,206)		(503,154)		(1,042,631)
expense
	Loss on sale of assets	-		(82,931)		(11,792)
	Fair value gain (loss) on listed	24,989		104,906		(56,643)
common shares
	Net and comprehensive loss	(2,821,449)		(2,798,410)		(4,258,236)
	Total assets	3,302,085		5,414,998		7,532,823
	Lease liability	54,379		101,169		52,981
	Increase (decrease) in cash	(117,790)		(358,743)		759,905
	Cash dividends declared per-		NIL		NIL		NIL
share

DELTA CLEANTECH INC. // Management's Discussion & Analysis	Q1 2024