Foran Mining : Earnings Document

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED JUNE 30, 2021

The following Management's Discussion and Analysis ("MD&A") of Foran Mining Corporation ("Foran" or the "Company") is for the six months ended June 30, 2021, and covers information up to the date of this MD&A.

This MD&A is dated August 26, 2021.

This MD&A should be read in conjunction with the Company's condensed consolidated interim financial statements and the notes thereto for the six months ended June 30, 2021, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards ("IAS") Board.

This MD&A may contain forward-looking statements that reflect Management's current expectations with regards to future events. By their nature, these statements involve risk and uncertainties, many of which are beyond the Company's control. Actual results may differ materially from those expressed in such forward-looking statements. Readers are cautioned not to place undue reliance on these statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

All amounts are stated in Canadian dollars unless otherwise indicated.

Additional information regarding the Company, including copies of the Company's continuous disclosure materials is available through the System for Electronic Document Analysis and Retrieval ("SEDAR") website at www.sedar.comor on the Company's website at www.foranmining.com.

NATURE OF BUSINESS

The Company was originally incorporated under the laws of British Columbia ("BC") on June 21, 1989. The Company is a reporting issuer in BC, Alberta, Ontario, New Brunswick, Nova Scotia and Newfoundland and Labrador. The Company's common shares are traded on the TSX Venture Exchange under the symbol "FOM". The Company's principal business activity is the acquisition, exploration and development of mineral properties with the objective of discovering mineral reserves and the development of an operating mine. The Company's flagship property is its 100% owned McIlvenna Bay property in Saskatchewan, Canada, 65 kilometres ("km") west of Flin Flon, Manitoba.

To date the Company has not generated any revenues.

OUTLOOK

Foran is presently in the feasibility stage of development for the McIlvenna Bay project ("McIlvenna Bay"). McIlvenna Bay is a Cu-Zn-Au-Ag rich volcanic hosted massive sulphide deposit intended to be the center of a new mining camp in a prolific district that has already been producing for 100 years.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED JUNE 30, 2021

OUTLOOK (continued)

Foran's goal is to build the first mine in Canada designed to be carbon neutral from day one of commercial production. Foran is committed to supporting a greener future and creating value for all stakeholders including creating safe jobs, supporting local communities as well as both preserving and enhancing the environment. These commitments are part of the Company's broader mission to create a blueprint for responsible mining that causes the least possible harm through the innovative use of technology and renewable energy. By offsetting the carbon emitted in the exploration phase, Foran aims to ensure that it accounts for the impact of the project over its entire lifecycle.

HIGHLIGHTS AND KEY DEVELOPMENTS (to the date of this MD&A)

• From January to June 2021, the Company completed a two-pronged drill program of approximately 19,500 metres ("m") at its McIlvenna Bay property. The purpose of the program was to conduct infill and expansion drilling at the McIlvenna Bay deposit to support its ongoing feasibility study and significantly enhance the economic value of the project. The infill drilling program was focused on increasing the drill density and upgrading the classification of the deeper parts of the McIlvenna Bay deposit while the expansion program was focused on growing the size of the overall deposit through substantial up-dipstep-outs. Between February 4, 2021 and July 29, 2021, the Company issued a number of news releases regarding results of the drill program, which can be found on www.sedar.comor on the Company's website www.foranmining.com;
• On August 6, 2021, the Company announced the completion of the strategic $100 million private placement that was originally announced on May 25, 2021. Fairfax Financial Holdings Limited, through certain of its subsidiaries (collectively "Fairfax"), subscribed for 27,777,778 units at a price of $1.80 per unit for proceeds of $50 million with each unit consisting of one voting common share of the Company and 0.288 share purchase warrants (8 million warrants). Each whole warrant is exercisable into one common share of the Company at a price of $2.09 for a period of 5 years from the date of issuance. Fairfax also subscribed for another 27,777,778 non-voting units with the same terms as the voting units. Foran is very pleased to welcome such a highly respected and supportive shareholder in Fairfax to its shareholder registry as its largest investor;
• On July 29, 2021, the Company announced that its infill program at the McIlvenna Bay program was completed, with remaining results to be disseminated over the coming weeks as they are made available from the assay lab. In addition, Foran announced it has turned its focus to an approximate 25,000m near-mine expansionary and helicopter-supported brownfields and greenfields regional exploration program focused on certain high-priority targets;
• On June 23, 2021, the Company announced the appointment of James Steels as Chief Financial Officer. Mr. Steels is a corporate finance and capital markets professional in the metals and mining sector and specializes in valuations, risk management, financings, strategic initiatives, transaction structuring and equity investments. Mr. Steels is a Chartered Professional Accountant and holds the Chartered Financial Analyst designation;

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MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED JUNE 30, 2021

HIGHLIGHTS AND KEY DEVELOPMENTS (to the date of this MD&A) (continued)

• On June 8, 2021, Foran announced six new high-priority targets on its extensive land package at its McIlvenna Bay property. A phased exploration program to test these targets commenced in July 2021. These targets are shallow in nature and lie in close proximity to planned centralized processing infrastructure, allowing Foran to potentially sequence new discoveries into the existing mine plan at McIlvenna Bay with relative ease;
• On June 1, 2021, the Company announced drill results for one of the widest intercepts of continuous high-grade copper mineralization to date, with the hole encountering 28.7m of continuous mineralization grading 2.05% copper equivalent ("CuEq");
• On May 18, 2021, the Company announced the McIlvenna Bay project became the world's first carbon neutral copper development project following the completion of carbon offset purchases to offset emissions from exploration activities undertaken over the past 10 years;
• On May 12, 2021, the Company announced drill results for five holes from its drill program at McIlvenna Bay;
• On April 22, 2021, the Company announced that it has partnered with Synergy Enterprises and Carbonzero to provide third party authentication of the record of greenhouse gas emissions and the intent to purchase verified offsets for the carbon emitted from all exploration activities over the past 10 years related to McIlvenna Bay exploration activities;
• On April 21, 2021, the Company announced the grant of 1,725,000 incentive stock options to Directors, Officers, employees and consultants of the Company, at an exercise price of $1.05 per share, subject to certain vesting requirements, with an expiry date of April 21, 2026;
• On April 20, 2021, the Company announced commencement of trading on the OTCQX Market;
• On April 7, 2021, the Company announced further drill results from its McIlvenna Bay deposit, including an intercept of 22m of copper rich mineralization;
• On March 31, 2021, the Company announced the composition of its world-class feasibility study team and confirmed its intention to build the world's first permitted carbon neutral copper mine;
• On March 24, 2021, the Company announced the appointment of Dr. Jean Rogers to the Board of Directors. Dr. Rogers is an internationally recognized leader in the ESG space. She is the founder and former CEO of the Sustainability Accounting Standards Board, which is recognized around the world;
• On March 18, 2021, the Company announced the results of two additional holes at McIlvenna Bay which contained wide copper rich intercepts;
• On March 15, 2021, the Company announced the first drill results for the 2021 winter drilling campaign, noting that 26m of continuous copper rich mineralization was intersected across the massive sulphide ("MS") and copper stockwork ("CSZ") zones; and

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MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED JUNE 30, 2021

HIGHLIGHTS AND KEY DEVELOPMENTS (to the date of this MD&A) (continued)

• On February 2, 2021, the Company announced the completion of a brokered private placement issuing a total of 30,665,000 common shares of the Company for gross proceeds of $25,000,640. The private placement was comprised of 11,539,000 common shares on a non-flow-through basis at a price of $0.65 per non-flow-through share for gross proceeds of $7,500,350 and 19,126,000 common shares on a flow-through basis at a price of $0.915 per flow-through share for gross proceeds of $17,500,290. The gross proceeds from the sale of flow- through shares will be used by the Company to incur eligible "Canadian exploration expenses" on its Saskatchewan projects that will qualify as "flow-through mining expenditures" as defined in the Income Tax Act
  (Canada). The net proceeds from the sale of common shares will be used by the Company for work towards completing a feasibility study, working capital and general corporate purposes (see Page 17 for a breakdown of expected use of proceeds).

QUALIFIED PERSON

Mr. Roger March, P.Geo., Senior Geoscientist for the Company and a Qualified Person within the meaning of NI 43- 101, has reviewed and approved the technical information in this section of the MD&A.

MINERAL PROPERTIES

SASKATCHEWAN PROPERTIES

As of the date of this MD&A, the Company has seven properties in Saskatchewan comprising a total of 69 claims covering approximately 70,400 hectares ("ha"), located between 15 and 100km west of Flin Flon, Manitoba.

The four westernmost properties are higher priority, consisting of the McIlvenna Bay Property which contains the McIlvenna Bay deposit, and three properties contiguous to the McIlvenna Bay Property (Hanson, Balsam and Bigstone), all of which occur at the western limit of the Flin Flon Greenstone Belt. All four properties are underlain by prospective felsic volcanic stratigraphy that hosts variably significant VHMS styles of alteration and mineralization. The fifth property located in Saskatchewan (Comeback Bay) is of lower priority having both precious and base metal VHMS potential within the western limit of the Flin Flon Arc Assemblage (Birch Lake Belt).

In June, 2021 Foran acquired two additional properties (Galvani and Curie) through staking, which are located to the south of McIlvenna Bay and Bigstone. These prospective properties are both believed to be underlain by similar Flin Flon Greenstone Belt geology that underlies the existing properties to the north.

See Figure 1 on Page 5 for a map of the Company's Saskatchewan properties.

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MANAGEMENT'S DISCUSSION AND ANALYSIS

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Figure 1: Map of Foran's properties in Saskatchewan, Canada

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