MANAGEMENT'S DISCUSSION AND ANALYSIS

Quarterly Highlights

Three months ended May 31, 2021

SPHINX RESOURCES LTD.

Management's Discussion and Analysis - Quarterly Highlights

Three months ended May 31, 2021

This Management's Discussion and Analysis - Quarterly Highlights ("MD&A Highlights") of the financial position and results of operations reviews the activities, results of operations and financial position of Sphinx Resources Ltd. ("Sphinx" or the "Corporation") for the three months ended May 31, 2021 ("Q1-22"), together with certain trends and factors that are expected to have an impact in the future. This MD&A Highlights should be read in conjunction with the Corporation's condensed interim financial statements as at May 31, 2021 prepared in accordance with the International Financial Reporting Standards ("IFRS"), as well as with the management discussion and analysis for the year ended February 29, 2021. All dollar amounts are expressed in Canadian dollars, the functional currency of the Corporation, unless otherwise stated.

Further information regarding the Corporation and its operations are filed electronically on the System for Electronic Document Analysis and Retrieval (SEDAR) in Canada and can be found on www.sedar.com. The following abbreviations are used to describe the periods under review throughout this MD&A Highlights:

Abbreviation

Period

Fiscal 2021

March 1, 2020 - February 28, 2021

Q1-21

March 1, 2020 - May 31, 2020

Q2-21

June 1, 2020- August 31, 2020

Q3-21

September 1, 2020 - November 30, 2020

Q4-21

December 1, 2020 - February 29, 2021

Fiscal 2022

March 1, 2021 - February 29, 2022

Q1-22

March 1, 2021 - May 31, 2021

Q2-22

June 1, 2021- August 31, 2021

Q3-22

September 1, 2021 - November 30, 2021

Q4-22

December 1, 2021 - February 29, 2022

Fiscal 2023

March 1, 2022 - February 29, 2023

The technical information contained in this MD&A has been reviewed and verified by Sphinx's Director and interim CFO, Pierre-André Viens, P.Eng., CFA, MBA, M.Sc. who is a qualified person for the purpose of National Instrument 43-101, Standards of Disclosure for Mineral Projects.

  1. NATURE OF ACTIVITIES
    Sphinx was incorporated on June 28, 2005 and is governed by the Canada Business Corporations Act. The Corporation is a reporting issuer in Alberta, British Columbia, Ontario and Québec and its shares are listed on the TSX Venture Exchange (the "Exchange") under the symbol SFX. The Corporation is engaged in the acquisition, exploration and development of mineral projects in Québec, Canada.
  2. OVERVIEW AND HIGHLIGHTS

Sphinx is a mineral exploration company that focuses its activities in southwestern Quebec in search of deposits of precious metals (palladium, platinum, gold and silver) and base metals (zinc, copper, lead). Sphinx is particularly active in the MRC Pontiac where its President and Chief Executive Officer resides. It has a strong local shareholding that contributes towards social acceptability.

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SPHINX RESOURCES LTD.

Management's Discussion and Analysis - Quarterly Highlights

Three months ended May 31, 2021

3. EXPLORATION PROJECTS

For mineral exploration projects that have not reached technical feasibility, exploration and evaluation expenditures are charged to operations as they are incurred. The Corporation's exploration and evaluation expenditures incurred are as follows:

Q1-22

Q1-21

Calumet-Sud

$

$

Geology

9,602

7,133

Recharge to partner

(188)

(1,754)

Tax credits

(2,401)

(1,506)

7,013

3,873

Calumet-Nord

Project acquisition and maintenance

469

171

Geology

131

368

Tax credits

(37)

(103)

Green Palladium

563

436

Geology

425

-

Tax credits

(119)

New Calumet Mine project

306

-

Project acquisition and maintenance

716

-

Share issuance

150,000

-

Geology

3,263

-

Tax credits

(913)

-

Soufflot

153,066

-

Project acquisition and maintenance

-

363

Geology

-

333

Tax credits

-

(93)

-

603

Total

Project acquisition and maintenance

1,185

534

Share issuance

150,000

-

Geology

13,421

7,834

Recharge to partner

(188)

(1,754)

Tax credits

(3,470)

(1,702)

Total exploration and evaluation expenditures

160,948

4,912

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SPHINX RESOURCES LTD.

Management's Discussion and Analysis - Quarterly Highlights

Three months ended May 31, 2021

3. EXPLORATION PROJECTS (CONT'D)

3.1 New Calumet Mine project

On March 8, 2021, the Corporation signed an agreement with Golden Calumet Exploration Ltd and Geotest Corporation, to acquire 100% of 14 claims in Pontiac District, for consideration consisting of 7,500,000 common shares (valued at $150,000) and a 1% NSR royalty, subject to a buyback option for $1,000,000. The buyback option will be indexed for cost of living starting January 1, 2022.

4. RESULTS OF OPERATIONS

In Q1-22, the Corporation reported a loss of $231,100 ($61,764 in Q1-21). See Section 3.1 which explains the main variance in loss, following the issuance of 7,500,000 valued at $150,000.

General and administration expenses details are as follows:

Q1-22

Q1-21

$

$

Directors' fees

8,500

14,000

Filing and transfer agent fees

5,279

2,155

Management fees

18,713

18,113

Office and miscellaneous

1,244

6,238

Professional fees

16,931

5,480

Promotion

1,528

7,487

Salaries and benefit

24,977

23,769

Governmental grants

(11,104)

(4,166)

Share-based payments

2,704

4,554

Travel

-

744

General and administration

68,772

78,374

July 22, 2021

(s) Jeremie Ryan

(s) Pierre-André Viens

Jeremie Ryan

Pierre-André Viens

Chief Executive Officer

Chief Financial Officer

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Sphinx Resources Ltd. published this content on 22 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 August 2021 13:31:06 UTC.