Kingman Minerals : MD&A

KINGMAN MINERALS LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the nine months ended June 30, 2022

KINGMAN MINERALS LTD.

Management's Discussion and Analysis

Nine months ended June 30, 2022

August 29, 2022

Kingman Minerals Ltd. (the "Company" or "Kingman") was incorporated in British Columbia under the Business Corporations Act (British Columbia) and is engaged in the acquisition, exploration and development of resource properties. The Company's common shares are listed for trading on Tier 2 of the TSX Venture Exchange (the "Exchange") under the symbol "KGS". The address of the Company's corporate office and its principal place of business is Suite 2150 - 555 West Hastings Street, Vancouver, British Columbia, V6B 4N6, Canada.

Effective as at market open on May 4, 2021, the Company successfully completed its listing on the OTCQB Markets.

This MD&A include the accounts of the Company and its 100% wholly owned subsidiary, Mohave Ventures Ltd., a private company incorporated in British Columbia Canada, and its subsidiary Mohave Ventures Ltd. (USA), which was incorporated in the State of Arizona, USA. Inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated on consolidation.

This management's discussion and analysis ("MD&A") reports on the operating results and financial condition of the Company for the nine months ended June 30, 2022 and is prepared as of August 29, 2022. The MD&A should be read in conjunction with the Company's unaudited interim consolidated financial statement for the nine months ended June 30, 2022 and the audited annual financial statement for the year ended September 30, 2021, and September 31, 2020 and the notes thereto which were prepared in accordance with International Financial Reporting Standards ("IFRS").

All dollar amounts referred to in this MD&A are expressed in Canadian dollars except where indicated otherwise.

Cautionary Note Regarding Forward-Looking Information

This document may contain "forward-looking information" within the meaning of Canadian securities legislation ("forward-looking statements"). These forward-looking statements are made as of the date of this document and the Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required under applicable securities legislation.

Forward-looking statements relate to future events or future performance and reflect management's expectations or beliefs regarding future events and include, but are not limited to, the Company and its operations, its planned exploration activities, the adequacy of its financial resources and statements with respect to the estimation of mineral reserves and mineral resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, capital expenditures, success of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage. In certain cases, forward-looking statements can be identified by the use of 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" or the negative of these terms or comparable terminology. In this document, certain forward-looking statements are identified by words including "may", "future", "expected", "intends" and "estimates". By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward- looking statements. Such factors include, among others, risks related to actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of resources; possible variations in ore reserves, grade or recovery rates; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; as well as those factors detailed from time to time in the Company's interim and annual consolidated financial statements and management's discussion and analysis of those statements, all of which are filed and available for review under the Company's profile on SEDAR at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. The Company provides no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

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KINGMAN MINERALS LTD.

Management's Discussion and Analysis

Nine months ended June 30, 2022

August 29, 2022

Description of Business

Kingman Minerals Ltd. is an exploration stage company engaged in the acquisition, exploration and development of resource properties. As at June 30, 2022, the Company has interests in the following resource properties:

1. Cadillac East Property

On February 10, 2020, the Company entered into an option agreement to acquire the Cadillac East Property, located in Val d'Or, Province of Quebec. The Company can acquire a 100% interest by paying an aggregate of $220,000 cash over various periods extending over a 24-month period. The payment terms are:

1. A cash payment of $60,000 within five days following the signing of the agreement (PAID);
2. A further cash payment of $60,000 within 12 months of the signing of the agreement;
3. A further cash payment of $100,000 within 24 months of the signing of the agreement; and
4. The company must incur $500,000 in exploration expenditures within 24 months of the signing of the agreement.

A 1% Net Smelter Return (NSR) is included in the agreement payable to the Vendor, which may be purchased at any time by the Company paying to the Vendor $1,000,000.

Management terminated the option agreement in January 2021, as such the Company recorded an impairment of write-down of mineral property acquisition costs of $60,000 during the year ended September 30, 2021.

2. Mohave Property

On February 24, 2020, the Company entered into a share exchange agreement ("Share Exchange Agreement") with Mohave, to acquire all the issued and outstanding share capital of Mohave.

Pursuant to the Share Exchange Agreement, the Company acquired all the issued and outstanding shares of Mohave (9,000,000 common shares), and in consideration for which, the Company issued 2,500,000 common shares to the shareholders of Mohave. As a result of this transaction, Mohave became a wholly owned subsidiary of the Company. This transaction was approved by the TSX Venture Exchange on March 17, 2020.

As Mojave did not meet the definition of a business, the Company treated this acquisition as an asset acquisition. The purchase price was allocated according to the assts acquired:

Cash	$	1,551
Exploration and evaluation asset acquired	$	260,949
Total consideration	$	262,500

Mohave has an underlying purchase option agreement ("Underlying Agreement") dated December 18, 2019, to acquire a 100% interest in the Mohave Project, 20 mineral claims situated in Mohave County, Arizona, USA. Under the terms of the underlying agreement, Mohave can acquire a 100% interest by paying aggregate cash payments totalling USD $289,000 at various periods over 48 months as follows:

1. USD $10,000 upon signing of the Underlying Agreement (CAD $13,411 paid prior to acquisition):
2. USD $29,000 on or before November 29, 2019 (CAD $38,892 paid prior to acquisition);
3. USD $40,000 12 months after the effective date (CAD $53,004 paid);
4. USD $60,000 24 months after the effective date (CAD $76,257 paid);
5. USD $75,000 36 months after the effective date;
6. USD $75,000 48 months after the effective date.

Mohave will also pay all government fees applying to the Mohave Project and in the event of termination of the option, Mohave will ensure that all claims that comprise the Mohave Project have a minimum of one

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KINGMAN MINERALS LTD.

Management's Discussion and Analysis

Nine months ended June 30, 2022

August 29, 2022

year of good standing at the time of termination. A 2% Net Smelter Return (NSR) is included in the agreement which may be re-purchased by Mohave.

During the nine months ended June 30 2022, the Company incurred $380,828 (2021 - $899,966) in exploration expenditures on the Mohave Project.

Risk Factors

The Company is in the business of acquiring, exploring and, if warranted, developing and exploiting natural resource properties. Mineral property exploration is a speculative business and involves a high degree of risk. There is a probability that the expenditures made by the Company in exploring its properties will not result in discoveries of commercial quantities of minerals. A high level of ongoing expenditures is required to locate and estimate ore reserves, which are the basis to further the development of a property. Capital expenditures to support the commercial production state are also very substantial.

In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This global pandemic poses the risk that the Company or its clients, employees, contractors, suppliers, and other partners may be unable to conduct regular business activities for an indefinite period of time. At this point, the impact on the Company has been minimal. The Company continues to monitor the situation and is taking all necessary precautions in order to follow rules and best practices as set out by the federal and provincial governments.

Matters related to the principal risks faced by the Company have been disclosed in previous MD&A's filed on SEDAR and continue to apply to the activity and business of the Company.

Selected Annual Information

The following selected financial data with respect to the Company's financial condition and results of operations has been derived from the audited financial statements of the Company for the years ended September 31, 2021, 2020, and 2019 prepared in accordance with IFRS. The selected financial data should be read in conjunction with those financial statements and the notes thereto.

The following selected financial information is extracted from the audited annual consolidated financial statements of the Company prepared in accordance with IFRS.

	30Sept21	30Sept20	30Sept19
Interest Income	$Nil	$(2,913)	$(4,191)
Net Gain/Loss for the year	$(2,190,100)	$(737,302)	$(1,168,801)
Loss per Share	$(0.05)	$(0.04)	$(0.23)
Total Assets	$1,413,905	$575,403	$62,184
Total Liabilities	$156,321	$356,263	$418,208
Working Capital	$30,278	$(254,287)	$(406,025)

The referenced audited annual financial statements of the Company above have been prepared in accordance with IFRS. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of consolidated financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment. Actual results may differ from these estimates.

Results of Operations

At June 30, 2022, total assets were $1,766,473 compared to $1,413,905 as at September 30, 2021. This increase in assets is due to increases in GST receivables and an increase in mineral properties due to exploration expenditures on the Mohave Project.

The Company has no operating revenues.

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KINGMAN MINERALS LTD.

Management's Discussion and Analysis

Nine months ended June 30, 2022

August 29, 2022

Summary of Quarterly Results

	30Jun22	31Mar22	31Dec21	30Sep21	30Jun21	31Mar21	31Dec20	30Sep20
Interest	$(Nil)	$(Nil)	$(Nil)	$(Nil)	$(Nil)	$(Nil)	$(Nil)	$(Nil)
Income
Operating	$(126,935)	$(141,719)	$(311,961)	$(219,507)	$(286,991)	$(1,518,852)	$(133,345)	$(159,224)
Costs
Net Income	$(126,935)	$(141,719)	$(311,961)	$(279,507)	$(286,991)	$(1,490,257)	$(133,345)	$(144,269)
(Loss)
Total Assets	$1,766,473	$1,800,339	$1,848,585	$1,413,905	$1,630,543	$1,809,974	$497,275	$575,403
Total	$430,809	$337,740	$230,167	$156,321	$76,689	$128,496	$411,480	$356,263
Liabilities
Working	$(348,728)	$(221,793)	$2,979	$30,278	$392,262	$566,393	$(397,817)	$(254,287)
Capital

The following discussion outlines the reasons for some of the variations in the quarterly numbers but, as with most junior mineral exploration companies, the results of operations (including interest income and net losses) are not the main factors in establishing the financial health of the Company. Of far greater significance are the resource properties in which the Company has, or may earn an interest, its working capital and how many shares it has outstanding. The variation seen over such quarters is primarily dependent upon the success of the Company's ongoing property evaluation program and the timing and results of the Company's exploration activities on its then current properties, none of which are possible to predict with any accuracy.

There are no general trends regarding the Company's quarterly results and the Company's business of resource exploration is not seasonal, as it can work on its property on a year-round basis (funding permitting). Quarterly results may vary significantly depending mainly on whether the Company has abandoned any properties or granted any stock options and these factors which may account for material variations in the Company's quarterly net income (losses) are not predictable.

The major factors which may cause material variations in net loss on a quarterly basis are as follows:

• Completion of annual audits, which occurred in the quarters ending September 30, 2021 and September 30, 2020.
• Issuance of stock options, which occurred in the quarters ended March 31, 2021 and June 30, 2020.
• Issuance of shares due to warrant exercises, which occurred in the quarters ended June 30, 2021 and March 31, 2021.

The major factors which may cause material variations in assets on a quarterly basis are as follows:

• Increases in cash due to private placements, which occurred in the quarters ended December 31, 2021 and March 31, 2021.
• Increases in assets due to the acquisition and completion of drill programs on the Mohave Project, which occurred in the quarters ended December 31, 2021 and January 31, 2021.
• Decreases in assets due to the impairment of mineral properties, such as the Cadillac East Property and the Covette Property which occurred in the quarter ended September 30, 2021.

Three Months Ended June 30, 2022

During the three months ended June 30, 2022, the Company reported a net and comprehensive loss of $126,935 compared to a net and comprehensive loss of $286,991 during the same quarter in the prior year, representing an decrease in loss of $160,056. This decrease in loss is primarily attributable to the following:

• A decrease in corporate communication fees of $73,173. Corporate and communication fees were $902 for the three months ended June 30, 2022, compared to $74,075 for the same quarter in the prior year.
• A decrease in management and consulting fees of $75,380. Management and consulting fees were $112,500 for the three months ended June 30, 2022, compared to $187,880 for the same quarter in the prior year.

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