HeliosX Lithium & Technologies : Management Discussion - May 31, 2022

HELIOSX LITHIUM & TECHNOLOGIES CORP. Management's Discussion & Analysis

FOR THE SIX MONTHS ENDED MAY 31, 2022 (Stated in Canadian Dollars)

Management's Discussion and Analysis ("MD&A") is intended to help the reader understand the HeliosX Lithium & Technologies Corp. ("HeliosX" or the "Company") condensed interim consolidated financial statements. The information provided herein should be read in conjunction with the Company's unaudited condensed interim consolidated financial statements for the six-months ended May 31, 2022, and the audited consolidated financial statements for the fiscal years-ended November 30, 2021 and 2020 and related notes attached thereto, which have been prepared in accordance with International Financial Reporting Standards ("IFRS"). Except as otherwise disclosed, all dollar figures in this report are stated in Canadian dollars ("CAD"). The effective date of this report is July 28, 2022

Management is responsible for the preparation and integrity of the consolidated financial statements, including the maintenance of appropriate information systems, procedures, and internal controls and to ensure that information used internally or disclosed externally, including the consolidated financial statements and MD&A, is complete and reliable. The Company's board of directors follows recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders. The board's audit committee reviews with management on a quarterly basis the consolidated financial statements including the MD&A as well as other financial, operating and internal control matters.

Statements in this report that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Readers are cautioned not to put undue reliance on forward-looking statements. See "Forward- Looking Statements" that are subject to risk factors set out in a cautionary note contained herein.

The reader is encouraged to review Company filings on www.sedar.com.

CORPORATE OVERVIEW

HeliosX Lithium & Technologies Corp. (HeliosX or the "Company") is a junior mining company. The principal business of the Company is the identification, evaluation and acquisition of mineral properties, as well as exploration of mineral properties once acquired. The Company is an exploration stage company and is in the process of acquiring and exploring its mineral property interests.

The Company was formed as a result of amalgamation followed by the plan of arrangement (the "Arrangement") into HeliosX Technologies Corp ("HX Tech"), which subsequently changed its name to HeliosX Lithium & Technologies Corp. ("HeliosX") on February 1, 2022. HeliosX Corp. ("HX Corp.") was incorporated pursuant to the ABCA on January 11, 2021, and subsequently continued as HX Tech pursuant to the BCBCA on November 4, 2021.

The Company is listed and trades on the TSXV under the symbol HX, on the OTCQB Markets in the United States under the symbol HXLTF and in Germany under the symbol C2U0. The Company is a Reporting Issuer in the provinces of British Columbia and Alberta.

The Company's registered office and records office is located at Suite202, 8661 201 Street, Langley, BC V2Y 0G9. The head office of the Company is located at 205, 1170 Kensington Cres. NW, Calgary, Alberta T2N 1X6.

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HELIOSX LITHIUM & TECHNOLOGIES CORP. Management's Discussion & Analysis

FOR THE SIX MONTHS ENDED MAY 31, 2022 (Stated in Canadian Dollars)

As of the date hereof, the authorized capital of the Company consists of an unlimited number of Common Shares without par value, of which 36,231,804 Common Shares are issued and outstanding as fully paid and non-assessable;

OUTLOOK

In the second half of 2022, HeliosX will continue to gather technical information on its assets in Argentina, better define drilling locations for Nevada and will continue its basin wide review of the Western Canadian Sedimentary basin. Management is currently conducting a detailed review of North and South America Lithium brine opportunities and have begun reviewing a number of prospective international regions as well. Additionally, the Company will continue to review strategic acquisitions or joint ventures on an ongoing basis.

INTERCORPORATE RELATIONSHIPS

The corporate structure of the Company, its material subsidiaries, the jurisdiction of incorporation of such corporations and the percentage of equity ownership are set out below:

1. Owned via shareholding in Dajin Resources S.A.
2. Wholly owned subsidiary

DAJIN RESOURCES S.A.

Dajin Resources S.A. ("Dajin S.A.") was incorporated under the Argentine Companies Act (Law 19,550, as amended, modified or supplemented from time to time) on December 18, 2009, and registered with the Registrar of Companies of the City of Buenos Aires (Inspección General de Justicia) on March 5, 2010.

The Company is the owner of 49% of the issued share capital of Dajin S.A. The corporate domicile for Dajin S.A. is at 339 Lima Street, City of Buenos Aires, Argentina.

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HELIOSX LITHIUM & TECHNOLOGIES CORP. Management's Discussion & Analysis

FOR THE SIX MONTHS ENDED MAY 31, 2022 (Stated in Canadian Dollars)

DAJIN RESOURCES (US) CORP.

Dajin Resources (US) Corp. ("Dajin US") was incorporated in the State of Nevada on August 1, 2014, as "Any Legal Purpose Company" and a wholly owned subsidiary of Dajin. All the issued shares of Dajin US were subsequently registered in the name of the Company on April 12, 2022.

The office of Dajin US is located at 6121 Lakeside Drive, Suite 260, Reno, Nevada 89511.

FOX CREEK LITHIUM CORP.

Fox Creek Corp. was incorporated as a wholly owned subsidiary of HX Corp. on February 25, 2021 pursuant to the Business Corporations Act (Alberta). The shares of Fox Creek Corp. were subsequently transferred into the name of the Company in January 2022.

Fox Creek Corp's registered office and records office is located at 205, 1170 Kensington Cres NW, Calgary, Alberta T2N 1X6.

For additional information, please refer to the Company's Annual Information Form on Sedar.

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HELIOSX LITHIUM & TECHNOLOGIES CORP. Management's Discussion & Analysis

FOR THE SIX MONTHS ENDED MAY 31, 2022 (Stated in Canadian Dollars)

RESULTS OF OPERATIONS

For the six months ended May 31, 2022, the Company incurred a net loss of $1,724,839 (2021: $90,966 net loss) an increase of $1,633,873. This increase was primarily due to aone-time cost of amalgamation between Dajin Lithium Corp. and HeliosX Technologies Corp. and the share-based compensation related to stock options that were granted in the second quarter.

Total expenses for the three months ended May 31, 2022 were $1,587,757 as compared to $59,230 for the comparable period an increase of $1,528,527. The change is mainly due to increases in share-based compensation, legal fees, consulting fees, listing and filing fees.

Summary of Quarterly Results

FOR THE THREE MONTHS ENDED

There can be material fluctuation in quarterly results due to the granting of share purchase options during these quarters and acquisition costs for company growth. The income/loss for the quarters ended May 31, 2021, February 28, 2022, November 30, 2021, August 31, 2021, May 31, 2021, February 28, 2021, November 30, 2020, and August 31, 2020 includes a share-based compensation charge of $1,298,100, $Nil, $Nil, $Nil, $Nil, $Nil, $Nil, and $103,710, respectively, due to the granting of share purchase options during these quarters.

LIQUIDITY AND CAPITAL RESOURCES

At May 31, 2022, the Company had cash and cash equivalents of $1,429,083 (November 30, 2021 - $1,759) and current liabilities of $390,461 (November 30, 2021 - $781,508). All of the Company's accounts payable ($276,064) have contractual maturities of less than 30 days and are subject to normal trade terms.

To date, the Company has been able to fund operations and property exploration and evaluation primarily

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HELIOSX LITHIUM & TECHNOLOGIES CORP. Management's Discussion & Analysis

FOR THE SIX MONTHS ENDED MAY 31, 2022 (Stated in Canadian Dollars)

through equity financings and short-term loans. The continued volatility in the financial equity markets has made it difficult to raise capital. The junior mining industry is considered speculative in nature which could make it even more difficult to fund. While the Company is using its best efforts to achieve its business plans by examining various financing alternatives, there is no assurance that the Company will be successful with its financing ventures.

RELATED PARTY TRANSACTIONS

The Company incurred the following charges with directors and officers (Brian Findlay and Rachelle Findlay) of the Company and private companies controlled by the director (Brian Findlay):

These charges were measured by the exchange amount that is the amount agreed upon by the transacting parties.

Included in May 31, 2022 accounts payable and accrued liabilities is $95,789 (November 30, 2021: $98,372) of reimbursable expenses owing to companies with common officers and directors.

Included in May 31, 2022 loans payable is $109,397 (November 30, 2021: $106,897) owing to certain officers and directors of the Company

Amounts due to related parties are non-interest bearing, unsecured and are due on demand.

OFF-BALANCE SHEET ARRANGEMENTS

During the reporting period there were no off-balance sheet arrangements.

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