(All amounts expressed in Canadian dollars unless otherwise indicated)

Pacific Empire Minerals Corp. (the "Company" or "PEMC") is a Vancouver based mineral exploration company whose principal business is the acquisition and exploration of copper-gold porphyry mineral exploration properties, with a focus on British Columbia, Canada. The Company is a reporting issuer in British Columbia, Alberta and Ontario, and trades on the TSX Venture Exchange ("TSX-V") as a Tier 2 issuer under the symbol PEMC, and the OTCQB Venture Market Exchange under the symbol PEMSF.

The following Management Discussion and Analysis ("MD&A") of the Company's financial position and results of operations has been prepared by management in accordance with the requirements of National Instrument 51-102. The following information is prepared as at July 21, 2022 unless otherwise stated, supplements, but does not form part of the audited financial statements of the Company for the year ended March 31, 2022. This MD&A should be read in conjunction with the March 31, 2022 financial statements and the related notes therein.

The Company reports its financial position, results of operations and cash flows in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). All dollar amounts are expressed in Canadian dollars except where noted.

Management is responsible for the preparation and integrity of the financial statements, including the maintenance of appropriate information systems, procedures, and internal controls to ensure that information used internally or disclosed externally, including the MD&A, is complete and reliable.

Additional information relevant to the Company's activities can be found on SEDAR at www.sedar.com and on the Company's website at www.pemcorp.ca.

Thomas Hawkins, P.Geo, is the Company's Qualified Person as defined by National Instrument 43-101 and is responsible for the accuracy of the technical information in this MD&A and has approved its written disclosure.

This MD&A may contain "forward-looking statements" that reflect the Company's current expectations and projections about its future results. Forward-looking statements are statements that are not historical facts, and include, but are not limited to: a) estimates and their underlying assumptions; b) statements regarding plans, objectives and expectations with respect to the effectiveness of the Company's business model, future operations, capital raising initiatives, the impact of regulatory initiatives on the Company's operations, and market opportunities; c) general industry and macroeconomic performance and growth rates; d) expectations related to possible business opportunities, joint or strategic ventures; and e) statements regarding future performance.

Forward-looking statements used in this MD&A are subject to various risks, uncertainties and other factors, most of which are difficult to predict and are generally beyond the control of the Company. These risks, uncertainties and other factors may include, but are not limited to; a) unavailability of financing; b) failure to identify commercially viable mineral reserves; c) fluctuations in the market valuation for commodities; d) difficulties in obtaining required approvals for the development of a mineral project; and e) other factors.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this MD&A or as of the date otherwise specifically indicated herein. Due to risks, uncertainties and other factors, including the risks, uncertainties and other factors identified above and elsewhere in this MD&A, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities law.

The Company is a mineral exploration company whose principal business is the acquisition and exploration of mineral exploration properties, with a focus in British Columbia, Canada.

The Company's material property is the 12,610 hectare Jean Marie Project located in the Omineca Mining Division of British Columbia. The Jean Marie Project consists of certain mineral claims whereby PEMC has the right to earn a 100% interest. In addition to the Jean Marie Project, the Company has interests in 7 other mineral properties in British Columbia.

The Company also pursues Joint Venture arrangements, whereby projects that are not the current focus for the Company are available for option by arms-length companies in order to advance exploration while eliminating the Company's expenditures. Currently, the Pinnacle property is under an option agreement with 1111 Exploration Corp.

To date, equity financings have provided the main source of financing. The recovery of the Company's investment in its mineral properties will be dependent upon the execution of earn-in agreements with incumbent partners, assuming there are monetary or equity payments issued, or the discovery of economically recoverable mineral reserves and the ability to raise sufficient capital to finance these operations. The ultimate outcome of these operations cannot presently be determined because they are contingent on future matters.

The Company was incorporated on July 13, 2012, and commenced business at that time. The Company is a mineral exploration company focused on the discovery of gold-enriched copper deposits in British Columbia. Since 2012, the Company has (i) entered into a total of 5 agreements (4 of which have since been terminated) as the property optionor in an attempt to advance through partner-funded exploration programs mineral properties with various mineral targets (ii) entered into option agreements for the right to acquire an interest in 7 properties (iii) sold its 50% interest in the Stars property in exchange for cash and royalty interests, and (iv) acquired an equity interest in a royalty generating entity through the sale of royalty interests on four projects.

KEY EVENTS FOR THE YEAR ENDED MARCH 31, 2022, AND SUBSEQUENTLY

FINANCIAL SUMMARY: During the year ended March 31, 2022, the Company recorded a comprehensive loss of $974,946 (2021 - $1,167,169). This was comprised of net exploration expenditures of $451,421 (2021 - $587,668) after recoveries, including accruals for the BC Minerals Exploration Tax credit, $834,655 (2021 - $1,224,901) of general and administration expenditures, of which $104,780 (2021 - $380,340) related to share-based compensation, and income of $311,130 (2021 - $645,400) in other items.

PRIVATE PLACEMENT June 2021: In May and June 2021 the Company closed a non-brokered private placement consisting of two tranches issuing a total of 21,109,231 units at a price of $0.06 per unit for gross proceeds of $1,266,554. Each unit consists of one common share in the capital of the Company and one common share purchase warrant. Each warrant entitles the holder to acquire one common share at an exercise price of $0.10 per warrant share for a period of 24 months following the closing.

In connection with the Offering, the Company paid finder's fees to: (i) Haywood Securities Inc. consisting of $59,467.94 in cash and issued 991,132 finder's warrants; (ii) Research Capital Corp., consisting of $10,500.00 in cash and issued 175,000 Finder's Warrants; and (iii) Hampton Securities Ltd. consisting of $700.56 in cash and issued 11,676 Finder's Warrants. Each Finder's Warrant entitles the holder to purchase one Common Share at a price of $0.10 per Common Share for a period of 24 months from the issue date.

Stars Copper Property : On September 29, 2021, the Company closed a purchase and sale agreement with Aurwest Resources Corporation ("Aurwest") to sell its 50% interest in the Stars Property. Upon closing Aurwest paid PEMC a cash payment of $350,000 and granted to PEMC a 2% net smelter return royalty ("NSR") on all minerals produced from the Stars Property. Aurwest has the right to repurchase at any time one per cent of the NSR (1%) for consideration of $1,000,000.

Appointment of a new director: In October 2021, the Company appointed Ms. Samantha Shorter to the Board of Directors. Ms. Shorter was also appointed to the Audit Committee and will serve as Chair. In connection with Ms. Shorter's appointment, the Company also announced that Mr. Larry Donaldson, is stepping down as a director and Chair of the Audit Committee.

Abby Property : In November 2021, the Company acquired by staking three mineral tenures totaling 5,441 hectares located adjacent to its Pinnacle property and Northwest Copper Corp's ("Northwest Copper") Kwanika property.

NSR Acquisition: In December 2021, the company signed a purchase and sale agreement with Engold Mines Ltd. ("Engold") to sell its 100% interest in the Red property in exchange for a 2% Net Smelter Return ("NSR") royalty on prospective ground within EnGold's Lac La Hache property. One - half (1%) of the NSR royalty is purchasable by EnGold at any time for $1,000,000.

Col Property: In June 2022, the Company completed the acquisition of 100% interest in the Col Property, which consists of 17 mineral claims spread over 6,618 hectares southeast of Northwest Copper's Kwanika property and northwest of Centerra Gold Corp's Mt. Milligan Mine. Pursuant to the terms of a purchase agreement amongst the Company, Indata Resources Ltd. and Nation River Resources Ltd. (together, the "Vendors"), PEMC acquired a 100% interest in the Col Property in exchange for granting the Vendors a 2% net smelter return royalty on the claims, one-half (1%) of such 2% net smelter return royalty may be purchased for $500,000 by PEMC.

EXPLORATION REVIEW FOR THE YEAR ENDED MARCH 31, 2022

On June 17, 2021, the Company announced that it had added an additional 5,253 hectares to the Jean Marie property by way of staking, bringing the total land position to 12,610 hectares.

During June of 2021, the Company recovered over 300 boxes of historical drill core from the property. Drill core from diamond drill programs in 1997, 1995 and some from the early 1970's was transported to the local community of Ft. Saint James where it was catalogued and re-logged.

The Company also retained Quaternary geology expert Derek Turner, to map the surficial geology of the Jean Marie area using historical survey data, as well as modern topographical data and aerial imagery. The revised surface geology map is being used to reinterpret near-surface geochemical and geophysical data.

During July and August of 2021, the Company completed a field exploration program at its Jean Marie property consisting of soil geochemical sampling, rock sampling, prospecting, and reclamation work from the 2020 reverse circulation drill program. In addition, Precision Geosystems Inc. completed a 128 sq-km high resolution, magnetic gradient, radiometric, and VLF-EM airborne geophysical survey on the property.

During July, a total of 634 soil samples were collected at Jean Marie. This work focused on expanding the current historical soil sampling coverage. Wide-spaced soil sampling focused on areas where there has been no coverage. This included zones that lie along strike with known copper and gold mineralization. Tighter spaced soil sampling focused on the mineralized drilling areas and will augment the historical soil sampling with modern multielement data. The results will be used in conjunction with the results from the surficial mapping to interpret zones of anomalous geochemistry and subsequent considerations for identifying drill targets.

The reclamation work was completed using an excavator and focused on mechanical disturbance created during the 2020 reverse circulation drill program. Approximately 2 km of excavated exploration trail was reclaimed by replacing loose wood and debris across the trail.

In August of 2021, Eagle Mapping Ltd. was contracted to acquire and process LIDAR data from its Jean Marie project. LIDAR (Light Imaging and Detection) is a remote sensing method used to examine the surface of the earth with a high degree of resolution. Results from this work provided the Company with accurate surficial detail that was used in the interpretation of landforms related to the direction of ice flow during the most recent glaciation period and assisted in interpreting soil geochemical data.

In collaboration with the Mineral Deposit Research Unit ("MDRU") at the University of British Columbia, the Company completed age dating and fertility studies related to the age and potential at its jean Marie property.

A modest exploration program was completed at the Company's Copper King project in 2021 consisting of an airborne magnetic survey. In late August, Precision Geosystems Inc. completed a 470 sq-km high resolution, magnetic gradient, radiometric, and VLF-EM airborne geophysical survey on the property.

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Pacific Empire Minerals Corp. published this content on 29 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 July 2022 23:32:04 UTC.