Kincora Copper : Third Quarter 2023 Financial Statements and Management Discussion & Analysis

Third Quarter 2023

Financial Statements

and Management's

Discussion & Analysis

Kincora Copper Limited

ARBN: 645 457 763

Please find attached for release to the market, Kincora Copper Limited's Second Quarter 2023 Financial Statements and Management's Discussion & Analysis, prepared in accordance with National Instrument 51-102 Continuous Disclosure Obligations and NI 51-102F1 Management's Discussion and Analysis, issued by the Canadian Securities Administrators, for lodgement on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR).

November 14, 2023

This announcement has been authorized for release by the Board of Kincora Copper Limited (ARBN 645 457 763)

Kincora Copper Limited

(An Exploration Stage Company)

MANAGEMENT'S DISCUSSION AND

ANALYSIS

Expressed in Canadian Dollars

FOR THE NINE-MONTH PERIOD ENDED

SEPTEMBER 30, 2023

As at NOVEMBER 14, 2023

Introduction

The following Management's Discussion and Analysis ("MD&A") of the Company has been prepared as of November 14, 2023, and reported in Canadian dollars. This MD&A should be read in conjunction with the interim condensed consolidated financial statements of Kincora Copper Limited and the notes thereto for the nine-month period ended September 30, 2023, which have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS"). In addition, the consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

Management is responsible for the preparation and integrity of the consolidated financial statements, including the maintenance of appropriate information systems, procedures and internal controls. Management is also responsible for ensuring that information disclosed externally, including the consolidated financial statements and MD&A, is complete and reliable.

Additional information relating to the Company, including most recent financial reports, are available on the Canadian System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com, on the Australian Securities Exchange ("ASX") announcements platform under the Company's code 'KCC' and on the Company's website at www.kincoracopper.com.

Business Overview

Kincora Copper Limited (the "Company" or "Kincora") is an active explorer and project generator focused on world-classcopper-gold discoveries. The Company is a leading listed pure play explorer in one of the most significant gold rich porphyry regions in the world, the Macquarie Arc within the Lachlan Fold Belt ("LFB"), located in the Central West of New South Wales ("NSW") in Australia. This region has multiple world-class mining operations, an established exploration and mining culture, excellent existing infrastructure, a supportive government environment and multiple recent private sector exploration, development and mining successes.

The Company has assembled an industry leading technical team who have made multiple world-class copper and gold discoveries and who have "skin in the game" equity ownership.

Kincora's portfolio includes district scale landholdings and scale-able drill ready targets in both Australia and Mongolia's leading porphyry belts, the Macquarie Arc and Southern Gobi respectively.

Having pivoted the Company's focus to NSW in 2019/2020, Kincora has recently concluded an externally lead strategic review for the Mongolian project portfolio and has received a confidential and incomplete offer that includes the receipt of a non-refundable deposit to enable final due diligence and definitive legal agreements. The offer contemplates an part cash, part scrip divestment of Kincora's wholly owned Mongolian porphyry projects and subsidiaries with share consideration providing the Company and its shareholders upside on exploration success from planned 2024 drilling programs.

In NSW, the Company has recently executed a transaction and gained shareholder approvals to buy-out the original project vendor for its more advanced NSW projects, which will shortly result in Kincora owning a 100% interest in all NSW projects.

Conclusion of this transaction will enable in the Company to bring in potential asset partners for our Tier-1 scale copper-gold porphyry projects in NSW. All projects have designed drilling programs offering company making upside supported by strong technical merits.

Recent first phase Kincora drilling at the Condobolin project located in the Cobar Superbasin has returned encouraging results with permitting ongoing for proposed down dip and step out drilling at the high-grade gold- base metals Meritilga prospect.

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Post quarter end, the Company was notified by its Exploration Alliance partner, Earth AI, of plans to commence (at its costs) a maiden drilling program of up to three 600m deep holes in the upcoming quarter at the Cundumbul project testing anomalous copper geochemistry associated with outcropping hydrothermal breccias and skarns. The success-based exploration alliance seeks to leverarge Earth AI's proprietary artificial intelligence and machine learning techology for generating, funding and drill testing targets.

Kincora corporate office is in Vancouver, and operating offices in Ulaanbaatar (Mongolia) and field camps in Trundle (NSW) and the Southern Gobi (Mongolia).

The Company is a reporting issuer in Ontario, British Columbia and Alberta, Canada, with its common shares trading on the TSX Venture Exchange and Chess Depositary Interests ("CDIs"), trading on the ASX under the symbol KCC. As at November 2nd, 2023, the Company has 40 million shares on the TSX Venture Exchange and 160.1 million CDIs on the ASX.

For further information please refer to our website: www.kincoracopper.com

Operational and Corporate Highlights

Highlights for the nine-month periods ended September 30, 2023 include:

• Extensive multiple system porphyry complex expanded at the Trundle Project: All five diamond holes of the 2023 Trundle project program have confirmed an extensive multiple system gold-coppercomplex. Four adjacent mineralised system targets were tested with shallow higher grade and broad gold- copper mineralised zones returned.
  A 3.2km gold-copper mineralised strike remains open to the north and south, confirmed up to 900m wide (open) and a vertical depth of greater than 800m, from the Botfield-TrundlePark-Dunn's target areas.
• Maiden Kincora drilling programs completed at the Condobolin and Nevertire Projects: Drilling at the Condobolin project tested new geological concepts at existing high grade and shallow gold-basemetal targets at the Meritilga, Phoenix and Tilga prospects. Results at the Meritilga prospect were particularly encouraging with permitting ongoing for proposed down dip and step out follow up drilling.
  The first hole ever drilled to basement at the Nevertire project was completed with co-operative funding grant support from the NSW government with post drilling analysis observing that the core of the primary large-scale magnetic target was not intersected and remains open for further testing.
• Field Work at the Cundumbul Project: The Company's artificial intelligence and machine learning exploration alliance partner Earth AI Pty. Ltd. ("Earth AI") has this year completed multiple phases of reconnaissance fieldwork at the Cundumbul project. These programs have outlined an anomalous copper zone, and assisted, confirm and refined target assessments.
  A three-hole drill program, funded and operated by Earth AI, to test both copper porphyry and skarn targets are anticipated to commence before the end of 2023 utilizing Earth AI's in-house diamond drill rig that is currently undertaking drilling at Legacy Minerals Holdings Limited's nickel-copper-PGE Fontenoy project in NSW.
• New insider and board changes: Following shareholder approvals for tranche two of the December 2022 capital raising, The Bloomfield Group became an insider of the Company with a 12.9% shareholding.
  Luke Murray, Chief Operating Officer of The Bloomfield Group, joined the Company's board in March 2023 as a non-executive director and brings senior executive experience in open cut mining, processing, logistics

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and permitting in NSW to the Kincora team. Concurrently, Lewis Marks stepped down as a non-executive director, but remains as an advisor to the Company.

• Mongolian Supreme Court hearing: Following conflicting rulings in the lower levels of the Mongolian courts relating to tax dispute with the Mongolian Tax Authority ("MTA"), involving a prior tax assessment and payment in 2016 that was relied upon to close a merger transaction, Kincora's appeal to the Supreme Court was accepted and case heard in May 2023. The Supreme Court referred the dispute back to the first level of the Mongolian judicial system with a review ongoing of the reassessment by a panel of independent experts.
• External strategic review process and 2023 field work for Mongolian portfolio: In June 2023, Kincora advised that following the receipt of several unsolicited enquiries that the Company had commencement an externally lead strategic review process for the Mongolian asset and license portfolio with the view of maximising shareholder value and streamlining focus toward the core NSW project portfolio.
  During and subsequent to quarter end, Kincora concluded 2023 field season activities at the Mongolian projects, which were focused on advancing targets at the Bronze Fox, Tourmaline Hills and Shuteen North intrusive complexes at the Bronze Fox project. Activities included mapping, soil and rock chip sampling with results pending.
  The externally led review has been successfully concluded resulting in a confidential and incomplete offer that includes the receipt of a non-refundable deposit to enable final due diligence and definitive legal agreements. The offer contemplates an part cash, part scrip divestment of Kincora's wholly owned
  Mongolian porphyry projects and subsidiaries (including the ongoing tax dispute) with share consideration providing the Company and its shareholders upside on exploration success from planned 2024 drilling programs.
• Asset level restructure and capital raising: During the quarter Kincora executed an agreement and received shareholder approvals to acquire RareX Limited's ("RareX") carried 35% asset level interests in the Trundle, Fairholme, Jemalong, Cundumbul and Condobolin licenses to secure a 100% ownership and 100% ownership in all NSW projects. Issuance of consideration, 40m Chess Depositary Interests ("CDIs"), and a 1% NSR for the vended licenses to RareX, is expected shortly.
  Associated with the acquisition, the Company completed an oversubscribed private placement to raise A$2 million via the issuance of 40.6 million new CDIs at A$0.05 per share (C$0.045). This placement was closed on August 8, and includes a one (1) for two (2) free-attaching option exercisable at A$0.075 (C$0.065) and expiring 24-months from the issue, with all new shares and options issued. The Company's working capital was A$2,078,413 (C$1,813,000) at period end.
  Concurrent with the RareX Transaction, Mr. Jeremy Robinson has been invited to join Kincora's Board as a Non-Executive Director and member of the Company's Remuneration Committee.

President and chief executive officer Sam Spring, and chair Cameron McRae commented:

"Recent corporate led measures have the potential and are expected to generate considerable value for shareholders, boost our existing treasury position and provide the foundations for a next phase of significant drilling activities at three core projects in NSW.

We have seen strong interest in the strategic review process for our wholly owned Mongolian asset portfolio and expect to shortly announce a favourable conclusion with a see through valuation that will provide an attractive precedent for the fundamental value of our respective NSW projects.

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Furthermore, the transaction with RareX will shortly result in 100% project ownership and is expected to provide a catalyst for asset level partner conversations and our shift in funding model to the project, not listed company level.

Kincora's maiden drilling program at the Condobolin project has returned favourable results warranting follow-up drilling at the Meritilga prospect, with exploration alliance partner, Earth AI, planning to drill a new copper porphyry target at the Cundumbul project.

The Company remains very disciplined with capital expenditures and focused on executing various material corporate opportunities."

Macquarie Arc, Australia portfolio

Kincora holds district scale positions within highly prospective settings on the key belts of the Macquarie Arc benefiting from existing infrastructure, mines and ESG considerations.

Having successfully run a strategic review and pending divestment for Kincora's wholly owned Mongolian porphyry projects and recently buying out the original project vendor for its NSW projects, Kincora will shortly own a 100% interest in all its NSW projects and is seeking potential asset partners for its Tier-1 scale copper- gold porphyry projects. These core projects include Trundle, Fairholme (+/- Jemalong), and, the Northern Junee-Narromine Belt portfolio (Nyngan, Nevertire and Mulla).

Exploration alliance partner, Earth AI, is expected to commence drilling in the next quarter (at their own cost) at the Cundumbul project, with recent Kincora drilling at the Condobolin project returning encouraging results with the permitting processes commenced to follow up down dip and stepping out at the Meritilga prospect.

All NSW projects have designed drilling programs offering company making upside supported by strong technical merits in highly prospective locations within established mineral belts.

Trundle Project

The Trundle project is located in the Junee-Narromine volcanic belt of the Macquarie Arc, and between the Northparkes mine, Australia's second largest porphyry mine, and the Sunrise Energy Metals' large, low cost, long life Sunrise development stage, battery materials complex which is in immediate proximity to the Platina scandium project (latter acquired by Rio Tinto in 2023).

During 1H'2023, two neighbouring explorers also undertook drilling at the western and southern extensions of the Trundle project. FMG completed drilling immediately adjacent to the south, testing the potential southern extension and associated magnetic anomalies of the 3.2km mineralised and magnetic corridor Kincora drilled during the period testing at the Dunn's-NE Gold Zone-Botfield prospects. Rimfire Pacific Mining completed a two rig program on the neighbouring western license, one drilling its Valley target adjacent to the northern section of the Trundle project, testing the western undercover extension of Kincora's Mordialloc target.

Historically small base metal and gold occurrences were mined at the Trundle project with a combination of open cut and underground workings. Numerous groups have carried out mineral exploration over the last 40 years (the last prior to Kincora being Robert Friedland's High Powered Exploration, a predecessor company to Ivanhoe Electric Inc (NYSE American: IE; TSX: IE), until the last commodity cycle downturn) focusing on porphyry copper-gold mineralisation associated with shoshonitic Ordovician igneous rocks like those at Goonumbla (Northparkes) and Cadia.

A total of 61,146m for 2208 holes of prior explorer drilling, mainly air-core, has taken place with over 90% of holes within 50m from surface. Extensive near surface mineralisation has been defined along a 10km north- south strike length with coincident (and largely untested) magnetic anomalies. Prior to Kincora only 11 holes have previously been drilled to depths greater than 250m.

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Kincora has recognized that despite various positive indicators supporting deeper drilling that there had been a lack of drilling to intersect porphyry systems at depths similar to those at Cadia (>90Moz AuEq, host to five main porphyry and two skarn deposits), Northparkes (>24Moz AuEq, host to 22 porphyry discoveries, 9 of which have positive economics) and/or the more recent Boda-Kaiser discoveries (14.8Moz AuEq and growing).

Figure 1: The Trundle project is centered between potentially two long life mining projects, including Australia's second largest porphyry mine (+ Rio Tinto's recent acquisition of Platina's scandium project)

The central west of NSW is an agricultural, mining, infrastructure and rail hub

Subsequently, Kincora's approach has been to develop a detailed 3D model to advance and refine geological interpretations, to identify mineralised trends, then rank and test targets. A key advancement has been the development of this 3D working model, based upon the observed and updated geological logging, and also incorporating the structural, alteration, geochemical and mineralogical results, coupled with geophysical inversions. This significantly improved geological understanding and has both guided and justified deeper drilling.

Before the most recent phase of drilling, Kincora had completed 34 diamond holes for 23,513m with a focus in the southern portion of the license at the Trundle Park prospect with 25 holes and 16,224m (up to 1,032m depth). To date, Kincora has discovered two new porphyry intrusion areas (the Eastern and Central Zones) with associated skarn horizons, and more recently a down faulted extension to the wider system to the south - the "Southern Extension Zone" ("SEZ").

The skarn system at the Trundle Park prospect is currently believed to be one of the largest mineralised skarn systems in NSW, with the size of the skarn system providing significant encouragement for the size and metal tenor of the causative porphyry source.

In late 2022, Kincora announced the highest primary mineralisation to date at the Trundle project in hole TRDD032 which returned: 34m @ 1.45 g/t Au, 0.25% Cu in skarn, including an interpreted porphyry vein that drove 2m at 19.9 g/t Au, 2.43% Cu, within a broad interval of 104m @ 0.59g/t Au and 0.11% Cu. While the interpreted porphyry vein in hole TRDD032 was only milometers width, it was very high grade, within a 40cm semi-massive interval that drove the 19.9g/t Au and 2.43% Cu over a 2 metre sample. The newly identified and interpreted first direct porphyry vein in the SEZ provides strong evidence for potential ore grade porphyry vein mineralisation.

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• 8.6m @ 1.21g/t gold, 0.26% copper and 90ppm molybdenum from 65.9m
• 4.5m @ 0.50g/t gold, 0.79% copper and 180ppm

molybdenum from 92.4m

1. First Kincora hole at the Dunn's South prospect

1. Multiple phase intrusive complex with zones of higher gold-copper

and molybdenum grades suggesting a proximal setting

1. Geophysical profile and target explained with original geological target failed to be tested and open

• North-EastGold Zone - TRDD038: 135.5m @ 0.23g/t gold, 0.02%, 10ppm molybdenum from 220.5m

1. Step out hole returned the strongest and longest interval of potassic alteration with sulphides at the Trundle project

1. Associated with both multiple phase intrusions and adjacent wall- rocks, molybdenum zone near end of hole

Assay results returned, and detailed geological logging of all holes from the 2023 program are suggestive of an interpreted proximal setting to the targeted porphyry intrusions. The observed alteration and mineralisation at

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