Management's Discussion & Analysis — Year ended December 31, 2023

This MD&A of Northpeak Lithium Corp. is dated April 29, 2024 and should be read in conjunction with the audited annual financial statements for the year ended December 31, 2023.

Certain statements in this document constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information reflects current expectations regarding future events and operating performance and speaks only as of the date of this document. Actual results may differ materially. Material factors and assumptions used to develop the forward-looking information and the material risk factors that could cause actual results to differ are described in the Company's most recent Annual Information Form and MD&A. The Company undertakes no obligation to update forward-looking information except as required by applicable securities laws.

During the year, the Company completed Phase I geophysics at the Slocan Ridge Project and defined the Phase II drill program. The Company will be fully funded for the 2024 exploration program upon closing of the previously announced private placement, expected in early Q2 2024.

Management believes that the proposed work program is achievable within existing working capital and the announced financing.

As at December 31, 2023 the Company had cash of $482,913. The Company anticipates that the proceeds of the previously announced brokered private placement, together with existing working capital, will be sufficient to fund the 2024 exploration program and general and administrative expenditures through year-end 2024.

Compensation of key management personnel for the year ended December 31, 2023 was $612,500 (2022: $528,000). No other related-party transactions were entered into during the year.

The Company is a Venture Issuer and is not required to certify the design and evaluation of disclosure controls and procedures or internal control over financial reporting.