Nickel Creek Platinum Corp.TSXV: NCP

Q3 2024 MD&A

· Issued by Nickel Creek Platinum Corp.

TSX: NCP | OTCQB: NCPCF

NICKEL CREEK PLATINUM CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

- For the three and nine months ended September 30, 2024 -

(Expressed in Canadian Dollars)

NICKEL CREEK PLATINUM CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

TABLE OF CONTENTS

1.

2024 THIRD QUARTER AND SUBSEQUENT PERIOD HIGHLIGHTS

4

2.

BUSINESS OVERVIEW SUMMARY

4

3.

SUMMARY OF QUARTERLY RESULTS

6

4.

CASH FLOWS, LIQUIDITY AND CAPITAL RESOURCES

7

5.

TRANSACTIONS WITH RELATED PARTIES AND KEY MANAGEMENT COMPENSATION

10

6.

FINANCIAL INSTRUMENTS AND RELATED RISKS

11

7.

RISKS AND UNCERTAINTIES

12

8.

PROPOSED TRANSACTIONS

13

9.

OUTSTANDING SHARE DATA

13

10.

OFF-BALANCE SHEET ARRANGEMENTS

14

11.

MATERIAL ACCOUNTING POLICY INFORMATION AND CRITICAL ACCOUNTING ESTIMATES

14

12. INTERNAL CONTROLS OVER FINANCIAL REPORTING, DISCLOSURE CONTROLS AND

PROCEDURES

14

13.

CAUTIONARY NOTE TO INVESTORS REGARDING DEFINITION OF MINERAL RESOURCES

15

14.

FORWARD-LOOKING STATEMENTS

16

15.

ADDITIONAL INFORMATION

17

Page 2

NICKEL CREEK PLATINUM CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

This Management's Discussion and Analysis ("MD&A") of Nickel Creek Platinum Corp. and its subsidiaries (collectively referred to as "Nickel Creek Platinum" or the "Company") is prepared as of November 6, 2024 and provides analysis of the Company's financial results for the three and nine months ended September 30, 2024. This MD&A should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2023 and the related notes for the year then ended, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB"), (together "IFRS Accounting Standards") as set out in the Chartered Professional Accountants of Canada Handbook ("CPA Canada Handbook") and the accompanying unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2024 and the related notes for the period then ended ("September 30, 2024 Financial Statements") also prepared in accordance with IFRS. This MD&A should also be read in conjunction with the MD&A for the year ended December 31, 2023.

On August 19, 2024 (the "Effective Date"), the Company completed a share consolidation on the basis of one (1) new common share (a "Post-ConsolidationCommon Share") for every 100 pre-consolidation common shares outstanding (the "Share Consolidation"). Except where otherwise indicated, all historical common share numbers, per common share amounts and Units have been adjusted on a retroactive basis to reflect the Share Consolidation. Further, the exercise price and number of Post-Consolidation Shares of the Company issuable upon the exercise of outstanding securities convertible into Post-Consolidation Shares such as deferred share units ("DSUs"), stock options and warrants, have been proportionally adjusted upon the Effective Date of the Consolidation in accordance with the terms thereof. The number of issued common shares and the net loss per common share have been retroactively adjusted for the 100:1 share consolidation.

Financial information contained herein is expressed in Canadian dollars, unless otherwise stated. Readers are cautioned that this MD&A contains "forward-looking statements" and that actual events may vary from management's expectations. Readers are encouraged to read the cautionary note contained herein regarding such forward-looking statements. This MD&A was reviewed, approved and authorized for issuance by the Audit Committee of the Company's Board of Directors on November 6, 2024.

Nickel Creek Platinum is a public company incorporated in British Columbia, and its common shares (the "Shares") are listed on the Toronto Stock Exchange (the "TSX"), trading under the symbol "NCP", and on the OTCQB under the symbol "NCPCF". The Company maintains its registered office at 1700-666 Burrard Street, Vancouver, British Columbia, V6C 2X8 and the head office is located at 2896 South Sheridan Way, Suite 202, Oakville, Ontario, L6J 7T4.

The Company's principal business activity is the exploration and evaluation of nickel and platinum group metals ("PGM") mineral properties in North America. The Company's principal asset is its 100%-owned Nickel Shäw Project (the "Project"), formerly known as the "Wellgreen Project", located in southwestern Yukon, Canada. The Project contains the nickel-copper-PGM ("Ni-Cu-PGM") Wellgreen deposit ("Wellgreen deposit"), as well as the Arch, Burwash, Formula, Musk and Quill claims, comprised of 711 mineral claims and 91 quartz mining leases, totalling 14,650 hectares. The Wellgreen deposit is a polymetallic deposit with mineralization that includes the significant co-occurrence of nickel, copper, cobalt, PGM and gold. The Wellgreen deposit and the Arch, Burwash and Quill claims are subject to a 1% net smelter return ("NSR") royalty ("Wellgreen NSR Royalty") on future production. In addition, the Wellgreen NSR Royalty contains a provision for the Company to pay any Canadian withholding tax required to be remitted by holders of the Wellgreen NSR Royalty.

Page 3

NICKEL CREEK PLATINUM CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

The Project is located approximately 300 kilometres northwest of Whitehorse and 30 kilometres southeast of Burwash Landing in southwestern Yukon. It is accessible via the Alaska Highway, a paved highway that provides access to all-season, deep-sea ports in Haines and Skagway, Alaska, which are located approximately 400 kilometres southeast of the Project. The Project is one of the largest undeveloped nickel, copper, cobalt and PGM deposits outside of South Africa and Russia.

Detailed information regarding the Company and the Nickel Shäw Project is contained in the Company's Annual Information Form ("AIF") for the year ended December 31, 2023, dated as of March 25, 2024, which is available under the Company's SEDAR+ profile at www.sedarplus.ca("SEDAR+").

1. 2024 THIRD QUARTER PERIOD AND SUBSEQUENT PERIOD HIGHLIGHTS

Highlights from the third quarter ended September 30, 2024 and recent events (all dollar amounts are expressed in Canadian dollars unless otherwise indicated):

  • On August 19, 2024, the Company completed the Share Consolidation on the basis of one (1) new Post- Consolidation Common Share for every 100 pre-consolidation common shares outstanding.
  • See "Financing Activities" section below which provides details of the Company's private placement that closed during the month of September 2024.
  • Effective October 1, 2024, the Company changed auditors from PricewaterhouseCoopers LLP ("PwC") to McGovern Hurley LLP ("MH").
  • Cash balance at September 30, 2024 was approximately $0.7 million and approximately $0.6 million at November 6, 2024.

2. BUSINESS OVERVIEW SUMMARY

Financing Activities

Private Placements

September 2024 Private Placement

On September 26, 2024, the Company announced that it closed a non-brokered private placement (the "2024 Q3 Private Placement"), pursuant to which the Company issued 505,000 common shares (each, a "Common Share") at a price of $0.90 per Common Share for gross proceeds of approximately $455 thousand. The Company's largest shareholder, Electrum Strategic Opportunities Fund L.P. ("Electrum"), acquired all the Common Shares issued in the 2024 Q3 Private Placement.

The gross proceeds from the 2024 Q3 Private Placement will be used for general corporate purposes.

The Common Shares issued under the 2024 Q3 Private Placement are subject to a statutory hold period of four months and one day from the date of issuance.

March 2024 Private Placement

On March 8, 2024, the Company announced that it closed a non-brokered private placement (the "2024 Q1 Private Placement"), pursuant to which the Company issued 416,667 Common Shares at a price of $1.50

Page 4

NICKEL CREEK PLATINUM CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

per Common Share for gross proceeds of $625 thousand. Electrum acquired all the Common Shares issued in the 2024 Q1 Private Placement.

The gross proceeds from the 2024 Q1 Private Placement have been used for general corporate purposes.

The statutory hold period of four months and one day from the date of issuance for the Common Shares has expired.

Future Funding Requirements

Based on the Company's current operating plans, the Company will need to obtain additional funds during the first six months of 2025.

Nickel Shäw Project, Yukon, Canada

On June 1, 2023, the Company announced the results of an updated mineral resource estimate (the "2023 Resource Update") for the Nickel Shäw Project, which included the results of the 2022 drill program ("2022 Drill Program") announced on April 11, 2023.

On August 24, 2023, the Company announced the results of its pre-feasibility study ("PFS") for the Nickel Shäw Project. On October 6, 2023, pursuant to NI 43-101 - Standards of Disclosure for Mineral Projects, the Company filed a technical report titled, "Nickel Shäw Ni-Cu-PGM Project PreFeasibility Study for the Nickel Shäw Ni-Cu-PGM Project, Yukon, Canada" ("2023 Technical Report"). The 2023 Technical Report, with an effective date of September 20, 2023, was independently prepared by AGP Consultants Inc. ("AGP"). The 2023 Technical Report was prepared in accordance with the Canadian Securities Administrator's National Instrument ("NI") 43-101.

On an ongoing basis, the Company continues to maintain regulatory environmental baseline activities, ensure the Project's quartz claims and surface leases remain in good standing, consider optimization alternatives and evaluate additional opportunities.

Readers are cautioned that mineral resources are not mineral reserves and do not have demonstrated economic viability and that Inferred mineral resources are considered too speculative geologically to have economic considerations applied to them.

Permitting

The Company is maintaining its regulatory environmental studies and community engagement to support a potential project proposal to the Executive Committee of the Yukon Environmental and Socio-economic Assessment Board ("YESAB").

Expenditures

During the three and nine months ended September 30, 2024, the Company incurred net expenditures of $12 thousand and $74 thousand, respectively, on the Project.

Qualified Persons

All scientific and technical information disclosed in this MD&A was reviewed and approved by Cam Bell, an independent geologist on a consulting retainer contract with the Company, and a Qualified Person ("QP") as defined in NI 43-101.

Page 5

NICKEL CREEK PLATINUM CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

Impairment Analysis

In accordance with the Company's accounting policy, long lived assets are reviewed for impairment at the end of each reporting period or whenever events or changes in circumstances may indicate that their carrying amount may exceed their recoverable amount.

Although circumstances and events have not significantly changed since December 31, 2023, as required an impairment indicators review was conducted at September 30, 2024 and the Company applied significant judgement in concluding that there were no impairment indicators as the Company continues to seek financial opportunities to further develop the Project, including completing a feasibility study and exploration opportunities. An impairment test is not required at this time but the Company will continue to monitor impairment indicators on a quarterly basis.

In the event that the prospects for the development of the Project are enhanced in the future, an assessment of the recoverable amount of the Project will be performed at that time, which may lead to a reversal of part or all of the $29.0 million impairment write-down recorded during 2018.

Corporate Activities

On October 3, 2024, the Company filed on SEDAR+ the Change of Auditor Notice, a letter from the successor auditor (MH) and letters from the former auditor (PwC). The effective date of the change is October 1, 2024.

Company Outlook

The Company will continue with the appropriate level of environmental studies and community engagement and ensure the Project's quartz claims and surface leases remain in good standing. Subject to financing, the Company may commence the process of preparing a Feasibility Study ("FS"). In addition to the activities on the Project, the Company will continue to seek additional financing and possible business transaction opportunities.

3. SUMMARY OF QUARTERLY RESULTS

The quarterly results are as follows:

Sept 30,

June 30,

Mar 31,

Dec 31,

Sept 30,

June 30,

Mar 31,

Dec 31,

($000s except per Share data)

2024

2024

2024

2023

2023

2023

2023

2022

General and administrative expenses

$

(242)

(323)

(420)

(548)

(539)

(539)

(605)

(505)

Exploration and evaluation expenses

(10)

(17)

(44)

(50)

(37)

(29)

(88)

(29)

Interest expense on right-of-use assets

(1)

(2)

(1)

(1)

(1)

(2)

(1)

(2)

Interest income

4

6

6

8

15

16

15

17

Flow-through share premium

-

-

-

-

-

-

-

31

Gain on marketable securities

-

-

-

-

-

-

-

363

Net loss and comprehensive loss

$

(249)

(336)

(459)

(591)

(562)

(554)

(679)

(125)

Loss per Share

Basic and diluted (1)

$

(0.05)

(0.07)

(0.10)

(0.13)

(0.12)

(0.12)

(0.16)

(0.03)

  1. Number of issued common shares and the net loss per common share have been retroactively adjusted for the 100:1 share consolidation effected on August 19, 2024.

Page 6

NICKEL CREEK PLATINUM CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

The Company's general and administrative ("G&A") expenses during the three-month period September 30, 2024 were lower than the G&A expenses incurred during the previous four quarters primarily due to a general cost reduction and a reduced non-cash share-based compensation expense.

Three Months Ended September 30, 2024 Compared with the Same Period in 2023

The Company reported a net loss of $0.2 million ($0.05 loss per Share) for the three-month period ended September 30, 2024, which represents a $0.3 million decrease from the net loss reported during the same period in 2023 and is primarily due to a general cost reduction in G&A expenses and a $0.1 million reduction in non-cash share-based compensation expense. The $0.1 million reduction in non-cash share-based compensation expense was primarily due to the fact there was no stock option grant in 2024 while there was a stock option grant in January 2023.

Nine Months Ended September 30, 2024 Compared with the Same Period in 2023

The Company reported a net loss of $1.0 million ($0.21 loss per Share) for the nine-month period ended September 30, 2024, which represents a $0.8 million decrease from the net loss reported during the same period in 2023 and is primarily due to a general cost reduction in G&A expenses and a $0.3 million reduction in non-cash share-based compensation expense. As noted above, there was no stock option grant in 2024 while there was a stock option grant in January 2023.

4. CASH FLOWS, LIQUIDITY AND CAPITAL RESOURCES

Cash Flows for the Nine Months Ended September 30, 2024 Compared with the Same Period in 2023

Sources and Use of Cash

Nine Months Ended September 30

($000s)

2024

2023

Cash used in operating activities

$

(694)

$

(1,028)

Cash used in investing activities

(115)

(1,098)

Cash provided by financing activities

1,036

1,280

Effect of foreign exchange on cash and cash equivalents

-

-

Increase (decrease) in cash and cash equivalents, net

227

(846)

Cash and cash equivalents, beginning of year

468

1,817

Cash and cash equivalents, end of period

$

695

$

971

Operating Activities

During the nine-month period ended September 30, 2024, cash used in operating activities was $0.3 million lower when compared to the same period in 2023 and was primarily due to reduced operating expenses.

Investing Activities

Cash used in investing activities during the nine-month period ended September 30, 2024 amounted to $0.1 million and was primarily related to claims renewals and permitting expenditures.

Page 7

NICKEL CREEK PLATINUM CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

The cash used in investing activities during the nine-month period ended September 30, 2023 amounted to $1.1 million and was primarily due to expenditures relating to the PFS and the 2022 drill exploration program.

Financing Activities

During the nine-month period ended September 30, 2024, net cash proceeds from financing activities amounted to approximately $1.0 million and was due to the closings of the 2024 Q1 and Q3 Private Placements. Approximately $22 thousand of share issuance costs related to the 2024 Q3 Private Placement will be paid during the fourth quarter of 2024.

During the nine months ended September 30, 2023, net cash proceeds from financing activities amounted to $1.3 million. The $1.3 million consisted of net proceeds of $1.4 million derived from a non-brokered private placement that closed during the three-month period ended June 30, 2023 (the "2023 Private Placement") partially offset by $0.1 million used in financing activities relating to office lease payments.

Liquidity and Capital Resources

Aside from the sale of a subsidiary in 2017 and the sale of Magna Mining Inc. shares during the fourth quarter of 2022, the Company's sole source of funding has been the issuance of equity securities for cash and the sale of the Wellgreen NSR Royalty in 2015. The Company has not generated any revenue from its operations and does not expect to generate any revenue during the next twelve months.

The Company's liquidity is subject to fluctuations in the timing and occurrence of financing activities, general corporate costs and exploration, evaluation and development activities. Financing activities and certain general corporate costs can be highly uncertain.

At September 30, 2024, the Company had $0.7 million in cash and cash equivalents (December 31, 2023 - $0.5 million). The Company had cash and cash equivalents of approximately $0.6 million at November 6, 2024. As noted earlier, during the months of March 2024 and September 2024, the Company closed on Private Placements for total gross proceeds of approximately $1.1 million. For the foreseeable future, the Company will require funds and continue to seek capital through the issuance of equity, strategic alliances or joint ventures, and debt.

At September 30, 2024, the Company had working capital of $0.4 million (December 31, 2023 - $0.2 million). The net proceeds from the 2024 Q1 and Q3 Private Placements were partially offset by payment of ongoing costs.

The Company will continue to require cash for operations and exploration and evaluation activities as expenditures are incurred while no revenues are generated. The Company had previously applied to a government for a grant for a feasibility study and received notification on March 22, 2024 that while the Nickel Shäw Project has the potential to meet the criteria under the relevant program, due to current government funding constraints, government funding is not available at this time. Therefore, its continuance as a going concern is dependent upon its ability to obtain adequate financing to fund future exploration, evaluation and development of the Project and the potential construction of a mine, in order to reach profitable levels of operation. These factors raise material uncertainties that may cast significant doubt as to the Company's ability to continue as a going concern and, accordingly, the ultimate use of accounting principles applicable to a going concern. Management projects that the Company will need to obtain additional funds during the first six months of 2025. Management believes that the Company will be able to continue as a going concern for the foreseeable future and realize its assets and discharge its liabilities and commitments in the normal course of business. The September 30, 2024 Financial Statements

Page 8

NICKEL CREEK PLATINUM CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

do not reflect the adjustments to the carrying value of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary should the going concern assumption be inappropriate. Such adjustments could be material.

The Company has managed its working capital by controlling its spending on its properties and operations. The Company will continue to incur costs while no revenues are being generated. If the Company is unable to obtain adequate additional financing, the Company will need to further curtail its activities until additional funds can be raised.

On an ongoing basis, the Company examines various financing alternatives to address future funding requirements. Although the Company has been successful in these activities in the past (see "Financing Activities" in Section 2), the Company has no assurance of the success or sufficiency of these initiatives in the future. The Company's ability to secure future financing is dependent on a variety of factors outside of the Company's control, including but not limited to, general market conditions, changes in economic conditions and fluctuations in commodity prices. See Section 7 "Risks and Uncertainties" below and the risk factors set out in the Company's AIF.

Contractual Commitments

Kluane First Nation Exploration Cooperation Agreement

The Company entered into an Exploration Cooperation Agreement ("ECA") in August 2012 with the Kluane First Nation ("KFN") in the Yukon to support the Company's exploration program and environmental studies associated with the development of the Nickel Shäw Project.

Flow-through Financings

Historically, the Company has entered into flow-through private placements ("FT Private Placements") to fund exploration activities, with the most recent being the 2022 FT Private Placement.

The Company may be subject to interest on flow‐through proceeds ("Part XII.6 tax") renounced under the look‐back rules in respect of prior years, and penalties, in accordance with regulations in the Income Tax Act (Canada), if it is determined that flow-through proceeds were not properly or timely spent on prescribed Canadian exploration expenses. Any Part XII.6 tax would be expensed as incurred, as an operating expense.

Short-Term Leases and Other

The Company does not have contractual agreements for any short-term office lease agreement or contracts for corporate office equipment

Environmental Regulations

The Company's exploration activities are subject to various provincial and federal laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The Company conducts its operations so as to protect public health and the environment, and believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to continue to make in the future, filings and expenditures to comply with such laws and regulations.

Contingencies

The Company accrues for liabilities when they are probable and the amount can be reasonably estimated.

The Company may be involved in legal proceedings from time to time, arising in the ordinary course of its business.

Page 9

NICKEL CREEK PLATINUM CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

Capital Risk Management

The Company considers its current capital structure to consist of share capital, DSUs, stock options and warrants. The Company manages its capital structure and adjusts it, based on available funds, to support the acquisition and exploration of mineral properties and to ensure the entity continues as a going concern. The Company's Board does not establish quantitative returns on capital criteria for management.

The mineral properties in which the Company currently has an interest are in the exploration and evaluation stage; as such, the Company is dependent on external financing to fund its activities. Additional sources of funding, which may not be available on favourable terms, if at all, include: Share equity and debt financings; equity, debt or property level joint ventures; and sale of interests in existing assets. To execute future exploration, evaluation and development activities and to pay for ongoing operating costs, the Company will spend its existing working capital and raise additional amounts as needed.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management during the nine months ended September 30, 2024. Neither Nickel Creek Platinum nor its subsidiaries are subject to externally imposed capital requirements. The Company's investment policy is to invest its surplus cash in highly liquid short-term interest-bearing investments with maturities of less than one year from the original date of acquisition, all held in major Canadian financial institutions.

5. TRANSACTIONS WITH RELATED PARTIES AND KEY MANAGEMENT COMPENSATION

The Company has identified its current and former directors and senior officers as its key management personnel and the compensation costs for key management personnel were recorded at their exchange amounts as agreed by transacting parties.

During the three and nine month periods ended September 30, 2024, the Company recorded consulting fees of $nil and $14,000 to a related party, respectively (September 30, 2023 - $27,000 and $81,000, respectively).

As noted earlier, Electrum acquired all of the Common Shares issued in the 2024 Q1 and Q3 Private Placements. Key management participated in the 2023 Private Placement with the purchase of 11,120 Units for $50,040 and Electrum acquired 277,778 Units for $1,250,000.

The compensation paid or payable to key management for services rendered is shown below:

Three Months Ended

Nine Months Ended

September 30,

September 30,

($000s)

2024

2023

2024

2023

Cash fees to directors

$

-

$

8

$

11

$

24

Salaries and wages

66

132

287

397

Share-based compensation

48

117

155

386

$

114

$

257

$

453

$

807

Page 10