Halcyon Capital Acquisition Corp.

This MD&A is dated November 14, 2024 and should be read in conjunction with the unaudited condensed interim financial statements for the three and nine months ended September 30, 2024.

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 Company continues to evaluate qualifying transaction opportunities. During the quarter, the Company advanced $1,200,000 to Northpeak Lithium Corp. (TSXV: NPLI), a related party by virtue of shared directorship.

A $1,200,000 unsecured loan was advanced to Northpeak Lithium Corp., a related party. The advance was approved by a majority of the disinterested directors on July 3, 2024. The advance bears interest at 8% per annum, is unsecured, and matures on the earlier of (i) 12 months from advance and (ii) the closing of Northpeak's next equity financing.

Compensation of key management personnel for the nine months ended September 30, 2024 was $184,000 (2023: nil).

As at September 30, 2024 the Company held escrowed IPO proceeds of $8,880,000 in trust. The advance to Northpeak was funded from working capital held outside the escrow account.