Highbank Resources : MD&A 2023 YE

HIGHBANK RESOURCES LTD.

FORM 51-102F1

Management's Discussion & Analysis

for the 4th Quarter & Year ended

December 31, 2023

#615 - 800 West Pender Street

Vancouver, B.C. V6C 2V6

Tel [phone]

Email:[e-mail]

Website: www.highbankresources.com

HIGHBANK RESOURCES LTD.
(the "Company")
FORM 51-102F1
Management's Discussion & Analysis
for the 4th Quarter and year ended December 31, 2023
(and containing information as of April 25, 2024)
TABLE OF CONTENTS
	Page
Item 1: Annual MD&A -Introduction & Forward-looking Statements	1
Section 1.1 - Date	2
Section 1.2 - Overall Performance and Development	2
Section 1.3 - Selected Annual Information	9
Section 1.4 - Discussion of Operations	10
Section 1.5 - Summary of Quarterly Results	11
Section 1.6 - Liquidity	11
Section 1.7 - Capital Resources	11
Section 1.8 - Off-Balance Sheet Arrangements	12
Section 1.9 - Transactions with Related Parties	12
Section 1.10 - Proposed Transactions/Commitments	14
Section 1.11 - Critical Accounting Estimates	14
Section 1.12 - Changes in Accounting Policies including Initial Adoption	14
Section 1.13 - Financial and Other Instruments	15
Section 1.14 - Other MD&A Requirements
A. Authorized and Issued Share Capital	15
B. Options, Warrants & Convertible Securities Outstanding	16
C. Subsequent Events	16
D. Evaluation of Disclosure Controls and Procedures	16
E. Corporate Governance Disclosure	17
F. Risks and Uncertainties	17

HIGHBANK RESOURCES LTD.

(the "Company")

FORM 51- 102F1

Management's Discussion & Analysis for the 4th Quarter and Year Ended December 31, 2023

(and containing information as of April 25, 2024)

Item 1: ANNUAL MD&A AND FORWARD-LOOKING STATEMENTS

Introduction

Management's Discussion and Analysis ("MD&A") focuses on significant factors that affected Highbank Resources Ltd.'s (the "Company" or "Highbank") performance and factors that may affect its future performance. In order to better understand the MD&A, it should be read in conjunction with the Audited Financial Statements for the Year-ended December 31, 2023 and comparative Audited Financial Statements and the accompanying notes for the Year-ended December 31, 2022, copies of which are filed on the SEDAR+ website: www.sedarplus.ca.

The Company reports its financial statements in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The Company's financial statements and the MD&A are presented in Canadian dollars and are intended to provide a reasonable basis for the investor to evaluate the Company's development and financial situation.

Forward-Looking Statements

This MD&A contains "forward-looking information" and "forward-looking statements" which include, but are not limited to, statements or information concerning the future financial or operating performance of Highbank Resources Ltd. and its business. Forward-looking statements are projections of events, revenues, income, future economic performance or management's plan and objective for future operations, and include, without limitation, statements with respect to the Swamp Point North Aggregate Project and Terra Nova Property. In some cases, you can identify forward-looking statements by the use of terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. Examples of forward-looking statements made in this MD&A include statements about the Company's business plans; the costs and timing of its developments; its future investments and allocation of capital resources; success of exploration activities; requirements for additional capital; and government regulation of mining operations. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including: general economic and business conditions; fluctuations in worldwide prices and demand for minerals; our lack of operating history; the actual results of current exploration activities; conclusions or economic evaluations; changes in project parameters as plans continue to be refined; possible variations in grade and or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes or other risks of the mining industry; delays in obtaining government approvals or financing or incompletion of development or construction activities, any of which may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements and any assumptions upon which they are based are made in good faith and reflect our current judgments regarding the direction of Highbank Resources Ltd.'s business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of Canada, the Company does not intend to update any of the forward-looking statements or conform these statements to actual results.

The Company's business financial condition and results of operations may be further negatively affected by economic and other consequences from military action against Ukraine and the sanctions imposed in

Management Discussion and Analysis - Page 2

response. While the Company expects any direct impacts, of the pandemic and the war in the Ukraine, to the business to be limited, the indirect impacts on the economy and on the mining industry and other industries in general could negatively affect the business and may make it more difficult for it to raise equity or debt financing. There can be no assurance that the Company will not be impacted by adverse consequences that may be brought about on its business, results of operations, financial position and cash flows in the future.

Cautionary Note to Investors Concerning Estimates of Measured and Indicated Resources. This discussion uses the terms "measured resources" and "indicated resources". The Company advises investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission do not recognize them. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

NATURE OF BUSINESS

Highbank Resources Ltd. was incorporated March 17, 1980 under the laws of the Province of British Columbia. The Company is listed on the TSX Venture Exchange as a Tier 2 mining exploration issuer and is primarily engaged in the development of an aggregate resource property in northwest British Columbia; and exploration of a polymetallic prospect in Newfoundland. The shares of the Company trade on the TSX-V under the symbol "HBK".

1. DATE - April 25, 2024
   The following discussion and analysis were approved by the Directors of the Company and should be read in conjunction with the Audited Financial Statements for the Year-ended December 31, 2023 and the Audited Financial Statements for the Year-ended December 31, 2022 and the accompanying notes thereto.
2. OVERALL PERFORMANCE AND DEVELOPMENT

1. Swamp Point North ("SPN"), Portland Canal, British Columbia

The Company's Swamp Point North aggregate property costs incurred in the period ended December 31, 2023 totaled $nil. Costs to date have been incurred totaling $5,646,615 (including amortization) in acquiring Plant, Buildings and Equipment and Mine under Development expenditures for the project, and $189,500 in reclamation bonds. During the year-ended December 31, 2021, an impairment of $5,646,615 (2020- $1,380,000) was recorded in Mine under Development, and Mining Equipment valued at $2,169,757 (2020 - $Nil) was written off. The Company does not intend to develop the property further and is actively seeking a purchaser.

The Company earned its 100% Working Ownership Interest (the "WOI") in 2008 to acquire the Portland Canal Aggregates Corporation ("PCAC") earn-in interest through the payment of $150,000 in advance royalties as required in the agreement; the issuance of 200,000 post-consolidation common treasury shares; and the completion of work program expenditures in excess of $1,300,000.

During 2005, the Company commenced the first phase work program. Approximately 8,000 lbs. of sample material from test pits over 20 feet deep were extracted from the property and shipped to Levelton Consultants Ltd. ("Levelton") of Richmond, B.C. for testing. All testing was done in compliance with Canadian Standards Association ("CSA") and American Society for Testing and Materials ("ASTM") standards for the evaluation of construction aggregates. The Company then commissioned a 2,024 line meters seismic refraction survey by Associated Mining Consultants ("AMCL") of Calgary, Alberta. Preliminary results showed that granular materials appear at depth of up to 250 feet, which indicated considerable tonnage of sand and gravel.

During 2006the Company completed the following work:

• Site preparation and setup of a temporary Camp for crew accommodation and meals;

Management Discussion and Analysis - Page 3

• Road building throughout the deposit and preparing sites for drill pads;
• Line cutting for seismic and other geophysics investigation;
• A 10 hole widely spaced (approx. 400 meter) Sonic Drilling program to bedrock;
• An additional 2900-meter Seismic Refraction Survey;
• Complete Airborne and Land property Survey;
• Temporary Docking facilities for float plane and other access; and
• Moving core to an off-site location and core-logging.

Further testing confirmed the presence of high-quality sand and gravel in approximate ratios of 51% sand and 49% gravel. Additional engineering studies were completed to crosscheck the volume calculations.

Exploration and development work through 2007consisted of the following:

The Company engaged Micon International to assist in the Environmental Impact Assessment. This study is a required component of the Development Permit Application for establishment of a commercial extraction operation.

Associated Geosciences Ltd. ("AGL") of Calgary, Alberta was commissioned by the Company and PCAC to prepare a NI 43-101 Technical Report on the property's mineable sand, gravel, and aggregate resources and determine the optimal mine layout for preparation of a formal Mine Plan. G3 Consulting Ltd. conducted submarine investigation of the proposed load out site, water quality studies, fisheries studies and selected bathymetry. A remote sensing meteorological station and continuous hydrology recorders were installed on site to permit ongoing compilation of weather and surface water databases, and avian studies were conducted by Gartner Lee of Smithers, B.C., followed by wildlife and terrestrial ecosystem mapping.

The AGL resource estimate was determined from aggregate volumes estimated from depth-to bedrock measurements obtained from ten (10) cored boreholes and on the results from 4,664 metres of seismic refraction surveys undertaken by the Company in 2005 and 2006. Geophysicists from Associated Mining Consultants Ltd. of Calgary, Alberta conducted the geophysical surveys and geologists from AGL have examined the core and core logs obtained subsequently.

The geological modeling and aggregate resource estimation was completed by Susan O'Donnell, Geol.I.T., under the direction of Mr. Keith McCandlish, P.Geo., using the Gemcom-Surpac(TM) suite of geological modeling applications.

Eric Beresford, P.Eng., completed the mine planning, under the direction of Mr. Peter Cain, Ph.D., P.Eng., AGL's Head of Mining Engineering. AGL has relied on aggregate testing results performed by Levelton Consultants of Richmond, B.C. in assessing the quality of the aggregates on the property. This testing was conducted on bulk samples collected by the Company and Portland Canal Aggregates Corporation ("PCAC").

The Industrial Mineral Resource Estimate tables' following provides resource volumes and tonnes for two separate areas, and a third summary table. The separate areas represent the License area held by PCAC and the area (the "extension area") for which an Investigation Permit was issued by the BC government for PCAC:

License Area Resources

	Classification	Volume (m3)	Mass (t) *
Measured	13,618,365	29,551,852
Indicated	1,848,388	4,011,002
Measured and Indicated	15,466,753	33,562,854
Inferred	203,772	442,185

Management Discussion and Analysis - Page 4

Extension Area Resources

	Classification	Volume (m3)	Mass(t)*
Measured	15,384,804	33,385,025
	Indicated	2,195,467	4,764,164
	Measured and Indicated	17,580,271	38,149,189
	Inferred	831,465	1,804,279

Combined Area Resources

	Classification	Volume (m3)	Mass(t)*
Measured	29,003,169	62,936,877
Indicated	4,043,855	8,775,166
Measured and Indicated	33,047,024	71,712,043
Inferred	1,035,237	2,246,464

• The specific gravity value of 2.17 used to convert volumes to tonnes is the value used by B.C. Government to assess extraction tonnages for royalty revenue purposes.

Material located within 250 m of a drill hole and complemented by geophysical data has been classified as measured, while material located outside the 250 m radius of a drill hole but still within 125 m of a geophysical data point has been classified as indicated. Inferred resources encompass all additional material located outside the optimum range to which the data can reasonably be projected, but within the limits of mining.

The Technical Report summarizing the above information is available on SEDAR. A news release dated November 29, 2007 was disseminated containing the preceding information and was reviewed and approved by Mr. Keith McCandlish, P.Geo. of Associated Geosciences Ltd., the qualified person under NI 43-101,and by Mr. Peter Cain, Ph.D., P.Eng.

On March 27, 2008 the Company announced that it had completed its earn-in of a 100% Working Ownership Interest in the Swamp Point North-PCAC property.

2009 - 2013:

In 2012 the Company worked with B.C. Gov't. Ministry of Mines and Lands Dept. to obtain the permits to allow site clearing, construction and commence commercial production of an initial 235,000 tonnes per year of aggregates.

November 5, 2012 the Company announced the signing of a Cooperation Agreement ("CA") with the Metlakatla First Nation and the Metlakatla Development Corporation ("Metlakatla") in the development of the Swamp Point North Aggregate ("SPNA") project and to provide the Metlakatla with the opportunity to participate in the economic benefits arising from the development of SPNA within their traditional territory. The general terms of the CA are further described in the news release and can be viewed on the Company website at www.HighbankResources.comand on SEDAR+.

January 16, 2013 - Highbank Resources Ltd. and PCAC announced receipt of acceptance of the License of Occupation ("LoO") renewals for both the sand and gravel quarry area, and the barge loading foreshore tenures. The LoO includes acceptance of the Tenure over Crown Land and the Management Plan. The next step is acceptance of the Notice of Work ("NoW") which will allow the Company to commence development and move toward production of the Swamp Point North aggregate deposit.

Management Discussion and Analysis - Page 5

Archaeological Preliminary Field Reconnaissance ("PFR")

On July 26, 2013 Kleanza Consulting Ltd. ("Kleanza") of Terrace, B.C. conducted an archaeological PFR of the Phase 1 development area of Highbank's proposed Swamp Point North aggregate quarry development (the "Development Area"). Further details of the PFR can be reviewed in the news release as filed on SEDAR+ and the Company website.

The Kleanza report confirmed that "no archaeological materials, features or areas of archaeological potential were identified within the Development Area ("DA"). No further archaeological survey or monitoring work is recommended for the proposed DA, provided Highbank does not significantly amend the DA boundaries". The letter report was provided to Highbank Resources Ltd., Metlakatla and Nisga'a First Nations, Archaeology Branch of the Ministry of Forestry, Land, and Natural Resource Operations, and the Ministry of Energy and Mines ("MEM").

Mine and Management Plan

DMT Geosciences Ltd. (formerly Associated GeoSciences), with the assistance of Mr. Eric Beresford, P.Eng. has now provided Highbank with a revised mine and management plan. The text and maps/drawings encompass the scope of work discussed and addresses the concerns raised by MEM. Micon International Limited reviewed and compiled all the data preparing the revised Notice of Work ("NoW") application for re-submission. Megatech Engineering Ltd. of Surrey, B.C. provided Conceptual Engineering Drawings for our Swamp Point barge Load-out Facility.

November 19, 2013 - The Company received approval that the application for the expanded tenure area of its Swamp Point North aggregate deposit from the Ministry of Forests, Lands, and Natural Resource Operations of B.C. The tenure area is now more than double and increases the Gravel/Quarry License of Occupation ("LoO") area by an additional 123.19 hectares to a total 174.19 hectares.

2014 Summary:

March 19, 2014 - The Company received the Notice of Work ("NoW") Permit approval and a 'Reclamation Security Request' for the Swamp Point North Aggregate Project. Based on the information Highbank has provided as reviewed by the Ministry of Energy and Mines ("MEM"), and referral comments received from other government agencies and First Nations regarding the NoW and Reclamation Program application dated October 31, 2013, the MEM is ready to issue a new Mines Act Permit.The Company remitted the initial $45,000 reclamation security deposit.

April 11, 2014 - The Company remitted the final payment totaling $189,500 for the reclamation security deposit, as required prior to the Company initialing mobilization to the Swamp Point North project site.

April 22, 2014 - The Company received written notice from Fisheries & Oceans Canada, that they have accepted our December 4, 2013 proposal to 'Construct a barge loading facility, comprised of barge moorage, barge mooring dolphins and a pile supported aggregate conveyor, and barge landing ramp on Portland Canal.

August 20, 2014 - The Company finalized a contract with Foresight Innovations Ltd. ("Foresight") of Victoria, B.C. to drive the pilings and complete the infrastructure for the Company's barge load-out facility at SPN. The piling work for the barge load-out and conveyor system was completed in October. A total of 24 pilings have been installed with excellent penetration in compacted gravel to average depths of 55 -65 feet.

Management Discussion and Analysis - Page 6

September 4, 2014 - The Company received the Mines Act Permitwhich authorizes sand and gravel (aggregate) extraction activities as detailed in the NoW dated October 31, 2013.

2015 Summary:

April 14, 2015 - Another Major Milestone has been Reached. Our former director - James Place, P.Geo. was on the SPN site for the commissioning of the wash plant, cone crusher, jaw crusher and stacking conveyor systems. For further details of this milestone you can review the news release as filed onwww.sedarplus.caor the Company website atwww.HighbankResources.comas well as links to the production video.

May 4, 2015 - Highbank announced the delivery of its 1st shipment of aggregates to the Port of Prince Rupert.

May 5, 2015 - Highbank announced the completion of a positive NI 43-101 Technical Report on a Preliminary Economic Assessment (the "PEA") of Highbank's Swamp Point North Aggregate Project. Highlights of the PEA include a net present value of Cdn. $24.3 million after tax, discounted at 8% p.a. The base case cash flows for years 1-3from the PEA were summarized along with other details. For further information review the news release as filed on SEDAR or the Company website. The complete PEA can also be reviewed on SEDAR+ atwww.sedarplus.ca.

June - August, 2015 - Further site development continued, as well as the production and stockpiling of various sizes of construction aggregates in preparation for shipping.

2016 -2017Summary:

March 22, 2017 - The Company announced it has received approvals from the Ministry of Forests, Lands and Natural Resources Operations ("FLNRO"), British Columbia to renew the current Licences of Occupation for the SPN properties and foreshore (load-out area). Renewals will be for an additional fifteen (15) years from March 5, 2017.

December 15, 2017 - The Company announced that a bulk sample of approximately 750 tonnes of bank run aggregate (pit-run) and quarried stone from SPN has been delivered to the Port of Prince Rupert. The material will undergo processing and product testing.

2018 Summary:

Additional aggregate product testing and processing was completed in January & February 2018 at GeoNorth Engineering Ltd. (Prince George) & Metro Testing Laboratories (Burnaby, B.C.), with samples also forwarded to potential construction and aggregate purchasers for their further examination.

2019 Summary:

Throughout the first six months of 2019 the SPN site continued on 24-7 site security and maintenance. During June 2019 the Company decided to remove the mobile, production and fuel storage equipment from the site to secure land sites to reduce further the costly 24-7 site security, insurance, and depreciation of the equipment. The job was completed in stages over the subsequent months.

2020 Summary:

During the first quarter of 2020, the Company entered into an agreement with Ritchie Bros. Iron Planet to arrange the sale of the mobile mining equipment. Equipment not sold privately was delivered to a Ritchie

Management Discussion and Analysis - Page 7

Bros. auction site in Edmonton, Alberta for sale. Demobilization costs of $Nil ($46,062 in 2020) were incurred and a gain on disposal of assets of $Nil ($10,811 in 2020) was recorded.

2021, 2022, and 2023 Summary:

No SPN activity took place in the last two years. The property, barge load-out and equipment was impaired as per IFRS guidelines.

(ii) Integrous Energy Partners ("IEP")

August 10, 2021 - The Company announced the execution of a non-binding Letter of Intent ("LOI") for the company to acquire 100% of IEP, a private company headquartered in Austin, Texas.

April 13, 2022 - The Company announced the termination of the Letter of Intent with IEP as previously announced August 10, 2021. The Company will notbe proceeding with the acquisition of certain Petroleum and Natural Gas Rights that would have resulted in a change of business pursuant to Policy 5.2

1. • Change of Business and Reverse Takeovers of the Exchange.
2. Terra Nova Property, Newfoundland

On July 4, 2022 the Company entered into a property option agreement (the "Option Agreement") with CMC Metals Ltd. to earn up to an 80% right, title and interest in 6 licenses comprising 71 claims known as the Terra Nova Property located in Newfoundland and Labrador.

Cash:

• $10,000 within 30 days of signing the Option Agreement (paid);
• $20,000 on/or before October 22, 2022 (assuming the second anniversary payment of CMC to the vendors) (paid);
• $30,000 on/or before October 22, 2023 (assuming the third anniversary payment of CMC to the vendors); (Terminated - See November 10, 2023 following); and
• Starting at the fifth-year anniversary of the CMC agreement (October 22, 2025) assuming an advance royalty payment of $5,000 per year. (Terminated - See November 10, 2023 following).

Shares:

• 500,000 common shares issued to CMC upon TSX Venture Exchange ("Exchange") approval and subject to a statutory hold period of 4 months + one day, (Issued on July 15, 2022);
• 500,000 common shares issued to CMC within six (6) months of Exchange approval (Issued January 15, 2023); and
• 500,000 common shares issued to CMC within twelve (12) month of Exchange approval (Issued September 6, 2023).

Royalty:

• A two percent (2%) Net Smelter Returns royalty related to Mineral Products from any and all conventional mining on, in or under the Property is payable of which 1% can be purchased by the Company for $1,000,000.

On July 15, 2022 the Exchange accepted for filing the documentation relating to the July 4, 2022 Option agreement.

Management Discussion and Analysis - Page 8

November 15, 2022- The Company announced that CMC Metals Ltd. has received all required permits for the Terra Nova Property (the "Property") and Highbank will now be commencing field activities.

Field crews are being mobilized to the Property with access from the town of Terra Nova via 12 km of transmission line road built for the Lower Churchill Falls power development. The final permit for the project was recently received from NALCOR in Newfoundland, who are responsible for the power transmission line and access routes that traverse the Property.

Gary Musil, President and CEO of Highbank Resources Ltd. notes; "CMC Metals Ltd. can now progress with trail and road development to access the mineralized showings. They will then undertake trenching to assess the extent of these showings and better understand the geology and mineralized system of this area."

December 31, 2022 -The Company incurred approximately $79,232 in exploration expenditures including road access to sampling locations, travel & accommodation, sampling & assaying, geological consulting & administration, etc.

November 10, 2023 - The Company has terminated the July 4, 2022 Option Agreement with CMC Metals Inc. and is arranging new option terms with the original vendors on the Terra Nova Property, Central Newfoundland.

December 18, 2023 - The Company entered into a Property Option Agreement (the "Agreement") with the original vendors of the Terra Nova Property. Terms of the Agreement to acquire a 100% interest include a cash payment of $15,000 on or before October 15, 2024, issuance of 500,000 common shares in two payments; and is subject to a 2% NSR in favour of the Vendors. The first payment of 250,000 common shares will be issued upon Exchange acceptance, and will have a hold period of 4 months + one day from issuance.

December 27, 2023 - The Exchange accepted for filing the Agreement dated December 18, 2023 between the Company and arm's length parties (the "Vendors").

December 27, 2023 - The Company issued 250,000 common shares (the 1st property payment) to the Vendors. The shares have a hold period from trading until April 28, 2024.

1. Other

May 3, 2022 - The Company announced the appointment of Thomas (Tom) Q. O'Connor to its board of directors and audit committee. Further details of his experience can be reviewed on the Company's website and as filed on SEDAR.

Further to our news release of April 22, 2022 the Company is now in compliance and has an independent board and duly constituted audit committee.

July 8, 2022 - New nominee Mark Luchinski was elected to the board of directors at the Annual General Meeting. Mark has over 20 years of capital market experience, having worked in both public and private sectors as an Officer and Director on several companies. Mr. Luchinski is a graduate from the University of Victoria. He is well versed in corporate governance, finance, compliance, and the administration of publicly traded companies.

August 28, 2023 -AnnualGeneral Meeting ("AGM") Results