Northpeak Lithium Corp.

This Management's Discussion and Analysis ("MD&A") of Northpeak Lithium Corp. ("Northpeak" or the "Company") is dated August 14, 2024 and should be read in conjunction with the Company's unaudited condensed interim financial statements for the three and six months ended June 30, 2024 and 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.

The Slocan Ridge Project remains the Company's principal asset. Management expects to commence Phase II drilling in Q4 2024, contingent on completion of the financing currently under negotiation.

During the quarter, the Company effected a change of auditor from Brookmere & Co. to Crescent Audit Group. The change followed the resignation of the predecessor auditor; the reporting package required under NI 51-102F1 has been filed concurrently with this MD&A.

Exploration expenditures for the three months ended June 30, 2024 were $412,180 (2023: $298,441), reflecting completion of Phase I geophysics at Slocan Ridge and preparation of the Phase II drill program.

General and administrative expenses were $318,904 (2023: $220,015). The increase is attributable to professional fees incurred in connection with the change of auditor and the negotiation of the bridge financing described in Section 7.

As at June 30, 2024, the Company had cash of $286,110 and a working capital deficiency of $1,412,338. Management does not consider existing working capital sufficient to fund the twelve months following the date of this MD&A. The Company is reliant on the closing of the financing referenced below and on the continued availability of related-party advances.

Subsequent to quarter end, the Company entered into a $1,200,000 unsecured short-term loan with Halcyon Capital Acquisition Corp., a related party by virtue of shared directorship. The Company expects to seek shareholder ratification at the next annual general meeting.

The Company continues to negotiate a brokered private placement of up to $6,000,000. There can be no assurance that the financing will close on the terms currently proposed or at all.

The Company has no off-balance-sheet arrangements.

The $1,200,000 loan from Halcyon Capital Acquisition Corp. described in Section 7 is a related-party transaction as defined in NI 24-101 by virtue of shared directorship (D. Vail; M. Ferrand). The advance bears interest at 8% per annum, is unsecured, and matures on the earlier of 12 months from advance and the closing of the Company's next equity financing.

Compensation of key management personnel for the six months ended June 30, 2024 was $312,500 (2023: $286,000).

Other than the financing and related-party advance described above, the Company has no proposed transactions that require disclosure under NI 51-102.

The preparation of financial statements in conformity with IFRS requires management to make estimates and judgments. Estimates with the greatest risk of material adjustment relate to the recoverability of exploration and evaluation assets and the going-concern assumption.

There have been no material changes in accounting policies during the period.

The Company is a Venture Issuer and, in accordance with National Instrument 52-109, is not required to certify the design and evaluation of disclosure controls and procedures or internal control over financial reporting. Investors are cautioned that inherent limitations on the ability of the Company's certifying officers to design and implement, on a cost-effective basis, disclosure controls and internal control over financial reporting may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings.

• On July 4, 2024, the Company drew the $1,200,000 unsecured short-term loan from Halcyon Capital Acquisition Corp.
• On July 22, 2024, the Company announced the appointment of Grayson Holt as Strategic Advisor to the board.