MD&A (Fortune Bay Corp MDA Mar 31 2026)

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TSXV: FOR | FWB: 5QN |OTCQB: FTBYF

Fortune Bay Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Three-month period ended March 31, 2026

Dated: May 28, 2026

This Management's Discussion and Analysis ("MD&A") provides a review of the performance of Fortune Bay Corp. (the "Company" or "Fortune Bay") and should be read in conjunction with the unaudited condensed interim consolidated financial statements of Fortune Bay (the "Financial Statements") for the period ended March 31, 2026 and the audited consolidated financial statements of Fortune Bay for the years ended December 31, 2025 and 2024, which have been prepared in accordance with International Financial Reporting Standards as issued by the International Standards Board ("IFRS Accounting Standards").

The information presented in this MD&A is as of May 28, 2026. The reporting currency for the Company is the Canadian dollar. All of the financial information presented herein is expressed in Canadian dollars, unless otherwise stated. United States dollars are indicated by the symbol "US$" and Australian dollars are indicated by the symbol "A$".

This MD&A contains "forward-looking statements" and "forward-looking information" within the meaning of applicable Canadian securities laws that are subject to risk factors set out herein. For further details see the sections in this MD&A titled "Cautionary Note regarding Forward-Looking Statements and Information" and "Risk Factors".

Fortune Bay began trading on the TSX Venture Exchange ("TSX-V") as a new public company on July 4, 2016 under the symbol FOR, and also currently trades on the Frankfurt Stock Exchange under the symbol 5QN and quoted on the OTCQB under the symbol FTBYF.

Fortune Bay is an exploration and development company with 100% ownership in two advanced gold projects in Canada, Saskatchewan (Goldfields Project) and Mexico, Chiapas (Poma Rosa Project), both with exploration and development potential. The Company is also advancing seven uranium exploration projects on the northern margin of the Athabasca Basin, Saskatchewan, which are currently under option to partners. Other assets include the Huizopa Net Smelter Return ("NSR") royalty in Mexico, and the NSR royalty on certain Dominican Republic properties.

The Company has a goal of building a mid-tier exploration and development Company through the advancement of its existing projects and the strategic acquisition of new projects to create a pipeline of growth opportunities. The Company's corporate strategy is driven by a Board and Management team with a proven track record of discovery, project development and value creation.

As at March 31, 2026, the Company's principal activity is the acquisition, exploration and development of mineral interests. To date, the Company has not generated consequential revenues from operations and is considered to be in the exploration and development stages.

Overview

The 100% owned Goldfields Project ("Goldfields") is the Company's most advanced property, located in northern Saskatchewan, approximately 13 kilometres south of Uranium City, and approximately 60 kilometres south of the Saskatchewan and Northwest Territories provincial boundary. Goldfields is host to the Box and Athona gold deposits and numerous other gold prospects and occurrences. Goldfields is comprised of 14 mineral dispositions, covering approximately 5,900 hectares, which are in good standing and protected from expiry with assessment credits until at least 2041.

Goldfields is located within a historical mining area and benefits from established infrastructure, including a road and hydro-powerline to the Box deposit. Nearby facilities and services in Uranium City include bulk fuel, civil contractors, and a commercial airport. Goldfields has a history of gold production (64,000 oz produced between 1939 and 1942), numerous exploration drilling campaigns (over 1,000 drill holes) and historical mining studies by previous owners.

The Goldfields Project received Provincial Ministerial approval under the Environmental Assessment Act in May 2008 to proceed with the development of an open-pit mine at the Box deposit, including a mill with a processing capacity of 5,000 tonnes per day.

Mineral Resources

An updated Mineral Resource Estimate ("MRE"), effective date September 11, 2025, was completed as part of the 2025 Updated PEA. Mineral resources are constrained within a conceptual open-pit shell. The

updated MRE was prepared by SRK Consulting (Canada) Inc. ("SRK") in accordance with CIM Guidelines and NI 43-101. This updated MRE replaces the previous MRE with an effective date of September 1, 2022, also completed by SRK, who used the same resource estimation procedures. SRK is also responsible for the development of the supporting mineralization models which were based upon structural and petrographic studies conducted by SRK.

The MRE reconciles to within 1% of historical mine production at Box when the historically reported process plant recovery of 96% is applied, providing additional confidence in the estimate.

Deposit

Category

Tonnes

(Mt)

Au Grade

(g/t)

Total Au

(000's oz)

• Mineral resources are not mineral reserves and do not have demonstrated economic viability.

• Mineral resources are reported at a cut-off grade of 0.28 g/t gold, constrained within a conceptual open-pit shell.

• Mineral resources are reported based on an updated gold price of US$2,600/oz.

• All figures are rounded to reflect the relative accuracy of the estimate.

  Updated PEA

  Results for an Updated Preliminary Economic Assessment ("Updated PEA") were announced on September 23, 2025 by way of a news release, and the NI 43-101 Technical report was SEDAR+ filed on October 29, 2025 (available on the Company's website and https://www.sedarplus.ca). The Updated PEA, prepared by Ausenco Engineering Canada ULC ("Ausenco") in accordance with NI 43-101, outlines a sub-5,000 tpd open-pit development scenario designed to leverage the Project's past-producing status, established infrastructure, and the existing Provincially-approved 2008 Environmental Impact Statement.

  The Updated PEA demonstrates robust economics and strong leverage to gold price. At the base case gold price of US$2,600/oz, the Project delivers:

  • After-tax NPV5%: C$610 million

  • After-tax IRR: 44%

  • Payback: 1.7 years

  • Initial Capital: C$301 million (incl. C$51M contingency)

  • AISC: US$1,330/oz

  • LOM payable production: 896,000 oz over ~14 years

At the spot gold price of US$3,650/oz, the after-tax NPV5% increases to C$1.25 billion with an IRR of 74%.

Key project strengths include a favourable NPV/Capex ratio (2.0 at base case; 4.2 at spot), high grades for an open-pit operation (1.2 g/t mill head grade), strong recoveries (95.4%), and a low strip ratio (3:1). Approximately 97% of ounces in the mine plan are Indicated, reducing geological risk at the PEA stage.

Notes:

• The Updated PEA is preliminary in nature, given that it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized. The Updated PEA for Goldfields is based upon a subset of mineral resources comprising 97% indicated mineral resources and 3% inferred mineral resources.

• Cash Costs per ounce reflect direct mining, processing, site general & administrative, refining, transport, and royalty costs, divided by