Gratomic : 2022 Annual MD&A

Gratomic Inc.

MANAGEMENT DISCUSSION AND ANALYSIS

(Form 51-102F1)

For the year ended December 31, 2022

This Management Discussion and Analysis is dated April 25, 2023.

Gratomic Inc. (hereafter the "Company" or "Gratomic Inc."), was incorporated under the Business Corporations Act (Ontario), R.S.O. 1990, on February 27, 2007, and is listed on the TSX Venture Exchange, OTCQX and Frankfurt exchanges (TSX-V: GRAT) (OTCQX: CBULF) (FRANKFURT: CB82). The Company's corporate office is located at Bay Adelaide Centre - East Tower, 22 Adelaide Street West, Suite 3600, Toronto, Ontario M5H 4E3. The Company is a junior exploration company primarily engaged in the acquisition, exploration and development of mineral properties located in Namibia, Brazil, and Canada.

The following is the management discussion and analysis ("MD&A") of the financial condition, changes in financial condition, and results of operations of Gratomic Inc. for the year ended December 31, 2022. The MD&A should be read in conjunction with the Company's consolidated financial statements for the year ended December 31, 2022 (www.sedar.com), which have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

The Company's ability to realize the costs it has incurred to date on its properties is dependent upon it being able to identify economically recoverable reserves; to finance their exploration and evaluation costs; to resolve any environmental, regulatory, or other constraints which may hinder the successful development of the reserves; and to attain profitable operations.

The business of mining and exploration for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying value of exploration and evaluation assets and the Company's continued existence is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, or the ability of the Company to raise alternative financing, if necessary, or alternatively upon the Company's ability to dispose of its interests on an advantageous basis. These conditions indicate the existence of material uncertainties that cast significant doubt on the Company's ability to continue as a going concern. Changes in future conditions could require material write downs of the carrying values.

Gratomic wishes to emphasize that no Preliminary Economic Analysis, Preliminary Feasibility Study ("PFS") or Feasibility Study ("FS") has been completed to support any level of production. In fact, no mineral resources let alone mineral reserves demonstrating economic viability and technical feasibility, have been delineated on the Aukam property. The Company is working towards completing a FS on the Aukam Processing plant. The study, its recommendations, and their subsequent implementation, will provide conclusions and recommendations at a FS level of comfort relating to the scale up of the existing processing plant to a commercial scale processing facility capable of producing the desired concentrate grades and production rates.

The Company advises that it has not based its production decision on even the existence of mineral resources let alone on a PFS or FS of mineral reserves, demonstrating economic and technical viability, and, as a result, there may be an increased uncertainty of achieving any particular level of recovery of minerals or the cost of such recovery, including increased risks associated with developing a commercially mineable deposit. Historically, such projects have a much higher risk of economic and technical failure. There is no guarantee that production will begin as anticipated or at all or that anticipated production costs will be achieved.

Page 1

Gratomic Inc.

MANAGEMENT DISCUSSION AND ANALYSIS

(Form 51-102F1)

For the year ended December 31, 2022

Failure to commence production would have a material adverse impact on the Company's ability to generate revenue and cash flow to fund operations. Failure to achieve the anticipated production costs would have a material adverse impact on the Company's cash flow and future profitability.

Although the Company has taken steps to verify title to the properties on which it is conducting exploration and development activities and in which it has an interest, in accordance with industry standards for the current stage of such properties, these procedures do not guarantee the Company's title. Property title may be subject to government licensing requirements or regulations, unregistered prior agreements, unregistered claims, aboriginal claims, and non-compliance with regulatory, environmental, and social requirements.

The consolidated financial statements have been prepared using accounting policies applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they become due. The Company has incurred a loss for the year ended December 31, 2022, of $8,157,675 and has an accumulated deficit of $85,274,911. The Company is a junior mining company and is subject to risks and challenges similar to other companies at a comparable stage. These risks include, but are not limited to, dependence on key individuals, investment risks, market risks, and the ability to maintain adequate cash flows, and continuing as a going concern. Cash on hand is currently not adequate to cover expected expenditures for the next 12 months and therefore the Company will be required to secure additional funding. These challenges, and the continued cumulative operating losses, cast significant doubt on the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts or classification of liabilities that might be necessary should the Company not be able to continue as a going concern. Such adjustments could be material.

Unless otherwise specified, all dollar amounts herein are expressed in Canadian currency.

Additional information on the Company may be found on SEDAR at www.sedar.com

Forward-Looking Information

Except for statements of historical fact, certain information contained herein constitutes forward-looking statements under Canadian securities legislation. Such statements and assumptions include those relating to guidance; proposed acquisitions; strategy; development potential and timetable for the Company's properties; the Company's ability to raise additional financing; mineralization projections; the Company's ability to restart the Aukam Mine; the economic viability of mining at the Aukam Mine; the timing, success and amount of future exploration and development; projected capital expenditure; currency exchange rates; government regulation and permitting of mining operations; reliance on qualified‐ personnel; dependence on outside parties; and environmental risks. 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 prices of minerals; (ii) that there are no material delays in the optimization of operations at the exploration and evaluation assets; (iii) assumptions about operating costs and expenditures; (iv) assumptions about future production and recovery; (v) 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 graphite; (ii) 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; (vi) environmental risks and changes in environmental legislation; (vii) unexpected events and delays during construction and start-up; (viii) changes in project parameters as plans continue to be refined; (ix) failure of equipment or processes to operate

Page 2

Gratomic Inc.

MANAGEMENT DISCUSSION AND ANALYSIS

(Form 51-102F1)

For the year ended December 31, 2022

as anticipated; (x) labour or community disputes; (xi) variations in mineral grade and recovery rates; (xii) revocation of government approvals; and (xiii) foreign country risks inherent to the jurisdictions where the Company operates;.

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.

Outlook and Performance Highlights

Outlook

Gratomic Inc. is an exploration and development stage company, with projects in Namibia, Brazil, and Canada, focused on mine-to-market commercialization of graphite products, most notably high value graphene-based components for a range of mass market products.

Aukam Graphite Asset

On July 29, 2021, Gratomic Inc. purchased the remaining 37% interest in the Aukam graphite mine in Southern Namibia and now owns 100%.

Aukam graphite has been tested in several high value applications, including nano engineered graphenes. Large quantities of high-grade graphite concentrate have been shipped for testing, following early positive results to confirm its suitability as an anode material. Gratomic is confident that the test results will provide a unique competitive advantage in its intended target markets.

There is year-round road access to the Aukam project from the paved B4 highway, that runs between Lüderitz and Keetmanshoop, and via district gravel roads south from the B4 highway. The infrastructure in the area is good, with water from underground aquifers, and a rail link to Lüderitz and Keetmanshoop adjacent to the B4 highway, approximately 70 km north of the project.

Zumbi Graphite Project, Brazil

On December 8, 2021, the Capim Grosso graphite asset was acquired through the acquisition of a 99.9% interest in Zumbi Mineração Ltda. The Capim Grosso asset is situated in the center east portion of the Bahia State, 280 km from the port of Salvador, the state capital, and 166 km from Feira de Santana, the state's second largest city. The project comprises mineral claims covering a surface area of 3,728.06 hectares and is owned by Zumbi Mineração Ltda. The Vendors retained a 3% gross smelter return royalty in respect of all minerals processed other than graphite.

On June 10, 2022, the Jacobina and Igrapiuna projects were acquired by Zumbi Mineração. The projects cover a surface area of 2,782.09 hectares, and are located in the State of Bahia, Brazil within 30 km of its Capim Grosso graphite asset.

On September 13 and 14, 2022, Gratomic was granted four additional Prospecting Licenses for graphite exploration by Brazil's National Mining Agency in new promising areas near its existing Capim Grosso Graphite project. The total area of the new claims is 6,312 ha.

Performance highlights

Performance highlights are as follows:

Page 3

Gratomic Inc.

MANAGEMENT DISCUSSION AND ANALYSIS

(Form 51-102F1)

For the year ended December 31, 2022

• On January 26, 2022, Gratomic announced the resumption of its 5,000-meter diamond drill program

on the Capim Grosso graphite project located within the Bahia State of Brazil. After having drilled

• 241.3 meters in 2021, the drilling team temporarily wrapped up drilling over the holiday period, resuming activities on January 15, 2022. The introduction of a second drilling rig has expedited the drilling program. Drillcore-cutting equipment was mobilized to the site, and SGS Geosol, in Vespasiano, State of Minas Gerais, Brazil was commissioned to conduct the analysis of the assays.

• On February 7, 2022, Gratomic announced results of the initial metallurgical tests performed on trenched material obtained from its Capim Grosso project. After obtaining chemical analysis results from SGS Geosol Brazil, SGS Lakefield (ON, Canada) was commissioned to perform metallurgical tests on the first samples obtained from the trenching programs performed at the property. SGS Lakefield completed two scoping level flotation tests using two different flotation circuit configurations simulating the Aukam processing circuit under commissioning in Namibia. A combined concentrate grade of 97.5% C(t) was achieved in one test with total carbon grades reaching as high as 98.6% in several particle-size fractions. The open circuit graphite recovery was 70.1%, approximately 20% of the graphite losses were associated with intermediated streams and most of these graphite units will report to the final concentrate during closed circuit operation. Optimization of rougher and primary cleaning conditions are expected to reduce graphite losses to those tailings' streams. Based on the flotation results obtained to-date and experience with comparable graphite projects, a combined concentrate grade of 97% C(t) with a closed-circuit graphite recovery of 85-90% is projected. Further testing on additional samples and process optimization will be conducted to confirm these projections. The metallurgical results obtained to- date are encouraging to support the plan for large scale processing of the Capim Grosso deposit.
• On February 8, 2022, Gratomic announced that it has signed an indicative term sheet with Millenium Metals LTD ("TM2") to supply graphite over 60 consecutive months, to begin upon commencement of commercial production at its Aukam Graphite Project in Namibia. The companies forged a strategic partnership with the intention of being the first to industrialize graphite as a commodity. The Parties have agreed to enter into a long form agreement within 6 months where Gratomic will commit to supplying 30% of its total production of its SG16 uncoated and 15% of its SG16 coated graphite material year over year for 60 consecutive months from the date that the Company's Aukam Graphite Plant officially enters commercial production. The first 3-month commitment will be at a fixed price of $2,700 USD per ton for graphite grade SG16 uncoated, and $8,000 USD per ton for graphite grade SG16 coated. After the first 3 months of delivery, products shall be purchased from Gratomic at prevailing market rates and according to Fastmarkets graphite price for graphite and subject to final weight and assays. A provisional payment of 90% in advance will be made quarterly to Gratomic for the upcoming 3-month delivery period based on planned production and prices on the date of payment. Final payment will be made when final weight, assays and prices are known, according to 3-month quotational period and no later than 90 days after delivery less 2.5% total invoice value as commission.
• On February 14, 2022, Gratomic disclosed the preliminary (simplified) Process Flow Diagram (PFD) for its Capim Grosso project in Brazil. Following the announcement of the results from initial metallurgical tests performed on trenched material, the Company's technical team has initiated preliminary engineering for the project, which included completing a mass and water balance process flow diagram (PFD), and process design criteria (PDC). This engineering design facilitated the development of preliminary operating and capital expenses (OPEX and CAPEX) for the project.

Page 4

Gratomic Inc.

MANAGEMENT DISCUSSION AND ANALYSIS

(Form 51-102F1)

For the year ended December 31, 2022

The Simplified PFD is shown below:

As Gratomic proceeds with the current 5,000-meter drilling program, the Company will continue to conduct new tests with the drill core samples, to optimize the engineering design for the flotation circuit and factor in the requirements to process the material at depth.

• On February 16, 2022, Gratomic provided an update on its commitment to upgrading J.S. Herero Primary School in Namibia where the Company has pledged to assist with the improvement of the educational environment at the school, including facility renovation, stationery supply for the school and the learners, and school uniforms for students most negatively impacted by the current economic situation.
• On February 23, 2022, the Company announced more preliminary findings from its 5,000-meter diamond drill program on the Capim Grosso graphite project in Brazil. A total of 686.65 m had been drilled to date. The six completed drill holes intercepted graphite varying in width from 0.1 m to 3.88 m.
• On February 24, 2022, Gratomic announced that it had been selected by the 2022 TSX Venture 50™ program as one of the top 10 performing mining stocks on the TSX Venture Exchange, ranking in third place. The Exchange currently hosts over 1,600 companies, including more than 240 mining companies, which highlights the significance of this achievement for the Company.
• On March 9, 2022, the Company raised an aggregate of $4,943,360 through the placement of 3,530,971 units, each unit consisting of one common share and one quarter of a common share purchase warrant. Each full warrant entitles the holder to purchase one common share at a price of $1.45 until the date which is six months following the closing.
• On April 6, 2022, Gratomic announced that it has signed a project agreement with the National Research Council of Canada (NRC) to evaluate the performance of spherical graphite samples extracted and supplied by Gratomic. The tests will be performed at the NRC's laboratories in Boucherville, Quebec, Canada. The NRC is Canada's largest federal research and development organization and offers a variety of services, including expertise and infrastructure for clean and energy-efficient transportation applications. As part of the project, the NRC will perform half-cell testing (a method of testing the viability of battery materials) in coin cells (small disc-shaped batteries) of coated anodes based on Gratomic's spherical graphite samples, to measure the reversible capacity (the accumulation of surplus capacity) and the initial coulombic efficiency (the ratio of output versus input charge of a battery), and will provide a summary report with the test results for 10 different samples. Each test result will be based on the average of 6 cells. Phase one

Page 5