Altius Minerals : 2024 Q1 MD&A

Altius Minerals Corporation

Management's Discussion and Analysis of Financial Conditions and Results of Operations

For the three months ended March 31, 2024

This Management's Discussion and Analysis ("MD&A") should be read in conjunction with the Corporation's condensed consolidated financial statements for the three months ended March 31, 2024 and related notes. This MD&A has been prepared as of May 8, 2024. Tabular amounts expressed in Canadian dollars to the nearest thousand, except per share amounts.

Management's discussion and analysis of financial condition and results of operations contains forward-looking statements. By their nature, these statements involve risks and uncertainties, many of which are beyond the Corporation's control, which could cause actual results to differ materially from those expressed in such forward-looking statements. Readers are cautioned not to place undue reliance on these statements. The Corporation disclaims any intention or obligation to update or revise any forward- looking statements, whether as a result of new information, future events or otherwise.

Additional information regarding the Corporation, including the Corporation's continuous disclosure materials, is available on the Corporation's website at www.altiusminerals.comor through the SEDAR+ website at www.sedarplus.ca.

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Description of Business

The Corporation manages its business under three operating segments, consisting of (i) the acquisition and management of producing and development stage royalty and streaming interests ("Mineral Royalties"), (ii) the acquisition and early stage exploration of mineral resource properties with a goal of vending the properties to third parties in exchange for early stage royalties and minority equity or project interests ("Project Generation") and (iii) its majority interest holding in publicly traded Altius Renewable Royalties Corp. (TSX: ARR) ("ARR"), which is focused on the acquisition and management of renewable energy investments and royalties ("Renewable Royalties").

The Corporation's diversified mineral royalties and streams generate revenue from 11 operating mines located in Canada

1. and Brazil (2) that produce copper, nickel, cobalt, lithium, potash, and iron ore. See Appendix 1: Summary of Producing Royalties and Streaming Interests. It also holds royalty interests in two construction stage lithium mines. The Corporation further holds a diversified portfolio of pre-production stage royalties and junior equity positions mainly originated through mineral exploration initiatives within its Project Generation business division.

The Corporation holds a 58% interest in ARR, which through a jointly controlled entity, Great Bay Renewables LLC ("GBR"), holds a portfolio of royalties related to renewable energy generation projects located primarily in the United States that includes 11 operating stage assets, three projects under construction and several royalties or royalty rights to additional development stage projects. Certain funds managed by affiliates of Apollo Global Management, Inc. (the "Apollo Funds") are the other party to the joint venture.

Additional information on these royalty interests is available in Appendix 2: Summary of Exploration and Pre-

Development Stage Royalties and Appendix 3: Summary of Operational, Construction and Development Renewable Energy Royalties of this MD&A.

Strategy

The Corporation's broader strategy is to grow a diversified portfolio of long-life royalties related to assets and commodities that support established, sustainability linked, macro-scale structural trends that include as our pillars: increasing agricultural yield requirements; electrification metals demand growth; the growing adoption of renewable based electricity generation; and the evolution of steel-making towards lower emissions based processes.

The Corporation particularly seeks royalty interests in projects with long resource lives in order to maximize the potential for future option value realization. Extensive resource lives are considered by the Corporation as excellent predictors of project life extensions and production rate expansions. Such occurrences typically require capital investments by the operators, but as a royalty holder Altius typically pays little or no share of the costs incurred to gain these potential incremental benefits. In addition, long life assets provide exposure to multiple commodity cycles and to general and industry specific inflationary impacts on production and development costs over time, to which the Corporation is not exposed, but that naturally result in higher nominal commodity prices. The long average resource lives that remain for

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most of our royalty portfolio is a key strategic differentiator for Altius within the broader natural resource royalty sector that it believes will lead to higher, embedded, long-term investment returns and asset value growth.

Altius also grows its portfolio of Mineral Royalties by originating and adding value to mineral projects through scientific research, exploration and environmental/social licensing initiatives and then retaining royalties upon their sale or transfer to mining/development companies. This is the core function of our Project Generation business, which has a strong track record of internally creating pipeline royalties as well as earning substantial profits from the eventual monetization of corporate equity interests that are often received in addition to the long-term retained royalty interests. The Corporation believes that the royalties it creates internally can provide higher long-term investment rates of return and complement those gained through external acquisition related activity. This represents another unique strategic differentiator for Altius.

Whether considering its organic Project Generation business or M&A based mineral royalty acquisitions, Altius exercises counter-cyclical discipline. Commodity markets are cyclical and volatile and individual asset valuations can change dramatically in accordance with short-term commodity price and sentiment fluctuations. Our mining royalty and mineral property acquisitions have been most active during periods of low cyclical valuations, while operator funded organic growth investments and equity gains/liquidity events typically become more pronounced during periods of better cyclical valuation and sentiment.

Altius has also expanded its focus into royalty financing of the renewable energy sector with its founding 58% ownership interest in ARR, which provides direct exposure to the global transition towards cleaner energy sources. Through investments in US-basedutility-scale wind and solar project developers and operators ARR is building a diversified portfolio of renewable energy royalty interests that currently represent a combined potential nameplate capacity in excess of 15,000 Megawatts (see Appendix 3 of this MD&A) of power generation.

Outlook

General

Some of the commodity prices that are relevant to our royalty holdings remain below the levels that are required to incentivize investment in production growth. This is somewhat at odds with current and looming supply shortages and market tightness that many industry commentators are noting with respect to our commodity exposures. We believe that any continuing capital investment deferrals will be a further bullish driver of medium to longer term large-scale supply deficits, and potentially much higher prices, in coming periods for several of our key commodities.

Also, as a royalty business, Altius's exposures are predominantly revenue based and therefore benefit from inflationary environments as its royalties bear no offsetting component of increasing industry-wide operating or capital cost burdens, which ultimately lead to higher product prices and gross revenues.

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We continue to favor an approach of realizing upon organic growth from our highly expandable portfolio of long-life royalty holdings (near term catalysts described further below) over M&A based growth; however the Corporation maintains preparedness and liquidity to act upon attractive external opportunities that may present themselves - particularly during pronounced periods of weak sentiment and hesitancy among competing capital sources.

Potash market constrained by eastern European supply challenges - longer term volume growth signaled for Altius royalty portfolio mines

Our potash royalties stem from several of the Saskatchewan, Canada based mines of both Nutrien Ltd. ("Nutrien") and The Mosaic Company ("Mosaic") and represent more than a quarter of global potash production. These mines are generally underpinned by very large resource endowments that allow for competitive production expansion investments as global demand growth trends continue in accordance with population growth and increased agricultural yield requirements.

The potash market appears to be returning to relative stability after a period of sharply higher prices that resulted in reduced short-term demand as farmers elected to defer the application of soil nutrients at levels required to replace depletion, but at the expense of agricultural yields. Prices have now retreated for potash and other nutrients and demand has rebounded accordingly.

Nutrien recently announced their expectations for 2024 global shipments to increase to a range of 68 - 71 million tonnes from the 67 - 68 million tonnes in 2023 and if achieved would equate to a return to levels near those predicted by the long-term demand growth trend. Mosaic similarly reported an increase in sales volume expectations for 2024 and for a continued rebound in global demand. Mosaic also announced that an independent audit of the K3 mine and K2 mill expansion was recently completed, which verified a total nameplate capacity of 7.8 million tonnes at Esterhazy, up from 6.3 million tonnes in 2023.

Saúva maiden resource estimate adds life extension and/or production rate increase potential to Chapada stream

Lundin Mining Corporation ("Lundin") continued to delineate its Saúva copper-gold deposit discovery, located 15 kilometers north of the Chapada Mine on lands encompassed by our copper stream interest.Lundin recently reported an open-pit Indicated Mineral Resource of 244.6 Mt at 0.29% copper and 0.17 g/t gold (721 kt or 1.59 Blbs of copper) and an underground Inferred Mineral Resource of 53.3 Mt at 0.41% copper and 0.26 g/t gold (221 kt or 0.49 Blbs of copper) at Saúva, after an aggressive drilling program in 2023. This compares with Measured and Indicated Mineral Resources at Chapada of 920.7 Mt at 0.24% copper and 0.12 g/t gold (2169 kt or 4.77 Blbs copper). Lundin highlighted continuing exploration work in 2024 at Saúva as it continues to advance expansion studies for the district.

Silicon project continues to emerge as a new world-class gold district in Nevada - maiden resource estimate published for Merlin

AngloGold Ashanti plc ("AGA") continues to advance the discovery of a potential major new gold district, centered around its Silicon Project near Beatty, Nevada. AGA recently provided an update for the 'Expanded Silicon Project', which includes both the Silicon and Merlin gold deposits, that was highlighted by the announcement of an initial Inferred Mineral

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Resource of 9.05 million ounces at the Merlin deposit (283.9 Mt at 0.99 g/t). This is in addition to the more than 4 million ounce Mineral Resource estimate (121.56 at 0.87 g/t Indicated Mineral Resource for 3.4 Moz and 36.03 at 0.70 g/t Inferred Mineral Resource for 0.81 Moz) previously published for the Silicon deposit. In 2024 AGA published a Technical Report Summary effective December 31, 2023 as part of their Annual Report (Form 20-F) that provides an initial assessment of the Merlin resource and conceptual mining scenario, which suggests a 14-year life of mine with substantial gold production in the early years. A pre-feasibility study ("PFS") for the Expanded Silicon Project is currently in progress. The basis of the PFS targets upper oxide ore only while AGA recently stated there is "significant upside potential from deeper ore horizons and nearby exploration targets" and that infill and extension drilling programs continue. Altius holds a 1.5% net smelter return ("NSR") royalty related to the project.

The Corporation has delivered requests to AGA under the terms of its royalty agreement for the registration of our royalty interest in relation to claims staked, held or owned by AGA in the Beatty District that are in addition to previously registered lands. AGA has responded that it does not agree that these additional claims are subject to the royalty and the parties have commenced binding arbitration proceedings to resolve the matter in accordance with the dispute resolution mechanism provided for in the underlying royalty agreement. The arbitration proceedings between the parties commenced in April and are anticipated to be completed by the end of May, following which a decision is expected from the arbitration panel.

On April 25, 2024 the Corporation exercised its share purchase warrants in Orogen Royalties Inc. ("Orogen") for total consideration of $2,800,000, increasing its ownership position to 18.15% of Orogen. Orogen, a project generation and royalty company, holds a separate 1% NSR royalty relating to the Silicon and Merlin deposits, among other pre- development and producing royalties.

Both the directly held Silicon royalty and the Orogen equity position were created by the project generation business as a result of an exploration alliance between predecessor companies. Altius continues to conduct exploration work in partnership with Orogen in Nevada including targeting Silicon-like gold projects as well as copper projects.

The Corporation continues to consider potential strategic alternatives for its 1.5% NSR royalty including a potential full or partial sale, swap type transaction for non-precious metal royalty assets, or maintaining the royalty as a long-term portfolio component.

Curipamba 2% NSR near term construction decision

On April 25, 2024, Adventus Mining Corporation ("Adventus"), owners of the El Domo Curipamba project (over which Altius holds a 2% NSR royalty) announced an all share transaction whereby Silvercorp Metals Inc. ("Silvercorp") will acquire the shares of Adventus under a plan of arrangement. Silvercorp, a diversified mining company producing silver, gold, lead, and zinc with a long history of profitability and growth notes the Curipamba development project as the key rationale for completing the acquisition while also indicating that it has sufficient cash and liquidity to complete construction of the El Domo Curipamba project. Altius holds a 2% NSR royalty on the project. The Corporation has agreed

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to not exercise its additional royalty conversion option and to instead receive cash consideration of approximately $9,600,000 for settlement of its US$4,000,000 loan outstanding, while retaining its original 2% NSR royalty. The cash consideration received reflects the implied equity value of the transaction as if the Corporation converted its outstanding loan receivable to common shares of Adventus.

ARR portfolio growth trajectory accelerating

ARR, through its GBR joint venture, continues to grow its exposure to operating and development stage renewable energy royalty projects that now represent total potential generating capacity in excess of 15,000MW. As projects are acquired or achieve commercial operations these contribute to the growing GBR revenue profile and several additional projects are currently progressing through development and construction. This growth is expected to continue throughout 2024 with the Q1 2024 commencement of operations of the 308 MW Canyon Wind project, the expected near-term commencement of commercial operations of the 300 MW El Sauz wind project as well as the 195 MW Angelo Solar project which was acquired in February 2024 and is expected to contribute revenue starting in Q4 2024. ARR continues to evaluate new royalty investment opportunities spanning the full spectrum of development to production stage assets which could potentially further augment its growth profile, and has available liquidity through its current cash position and JV level debt facility to continue its growth trajectory.

Additional information on ARR's activities can be obtained through its quarterly reporting materials, which were released on May 2, 2024.

Kami Project Updated Feasibility Study - rare potential to produce high-premium (DRI grade) iron ore and support the growth of EAF based steelmaking

At the end of January 2024, Champion Iron Limited ("Champion") announced the results of an updated project study for the Kami project ("Kami Project Study"). The Kami Project Study evaluated the potential for Kami's high-purity iron ore concentrates (direct reduction or "DR" quality >67.5% Fe) to support growth in the electric arc furnace steel-making sector. The study details a 25-year life of mine with average annual DR quality iron ore concentrate production of approximately 9.0M wmt per annum at above 67.5% iron content. Champion at that time also presented estimated capital expenditures, production and operating cost metrics and its strategy for next steps, which included a focus on securing a joint venture partner for the project and various pricing and return scenarios.

Altius originated the Kami project within its Project Generation business and retains a 3% gross sales royalty interest.

Rio Tinto recently released Iron Ore Company of Canada's ("IOC") 2024 production guidance of 16.7 to 19.6 million tonnes of pellets and concentrate, and its reported Q1 production of 4.45 million tonnes was in line with this guidance. IOC continues to commit increased levels of sustaining and growth capital investments, with $534,000,000 expected to be invested over the current year. These capital investment levels are expected to continue to negatively impact near term dividend distributions from IOC, while enhancing reliability and production levels in the medium and longer term. Altius

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holds an indirect royalty interest in the IOC mining complex through its shareholding in Labrador Iron Ore Royalty Corporation.

Project Generation ("PG") Business Continues to Build Long-Term Option Value

The main highlights from the PG segment during the current period related to the promising results published with respect to the Kami and Silicon royalty projects. Also, as a result of the general decline in junior equity markets the Corporation has taken advantage of select investment opportunities that have emerged as a result of reduced competition for mineral lands. With the recent improvement in certain commodity prices there has been a modest improvement in trading liquidity and valuations for select junior companies that has allowed the Corporation to monetize certain of its positions. This has in turn facilitated certain new investments as well as an increase in the pace of purchases completed under its normal course issuer bid.

Altius estimates that approximately 300 kms of drilling will be completed across its portfolio of exploration and development focused equities and royalty holdings during 2024. This is despite generally subdued exploration investment levels continuing to be experienced across the sector.

Quarterly Highlights

Capital Allocation

During the quarter ended March 31, 2024 the Corporation made $2,000,000 in scheduled payments on its credit facilities and paid dividends of $3,745,000 ($0.08 per common share). There were 429,100 shares repurchased under its normal course issuer bid at a cost of $8,245,000 during the quarter.

Non-GAAP Financial Measures

Management uses the following non-GAAP financial measures in this MD&A and other documents: attributable revenue, attributable royalty revenue, adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA), adjusted operating cash flow and adjusted net earnings (loss).

Management uses these measures to monitor the financial performance of the Corporation and its operating segments and believes these measures enable investors and analysts to compare the Corporation's financial performance with its competitors and/or evaluate the results of its underlying business. These measures are intended to provide additional information, not to replace International Financial Reporting Standards (IFRS) measures, and do not have a standard definition under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. As these measures do not have a standardized meaning, they may not be comparable to similar measures provided by other companies. Further information on the composition and usefulness of each non-GAAP financial measure, including reconciliation to their most directly comparable IFRS measures, is included in the non-GAAP financial measures section starting on page 21.

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Financial Performance and Results of Operations

		Three months ended
		March 31,		March 31,	Variance
		2024		2023
Revenue per condensed consolidated financial statements	$	13,910	$	22,678	$	(8,768)
Attributable revenue
Attributable royalty	$	17,435	$	21,393	$	(3,958)
Project generation		54		2,832		(2,778)
Attributable revenue (1)	$	17,489	$	24,225	$	(6,736)
Total assets	$	767,072	$	823,140	$	(56,068)
Total liabilities		159,619		169,479		(9,860)
Dividends declared & paid to common shareholders		3,745		3,810		(65)
Adjusted EBITDA (1)		12,386		19,056		(6,670)
Adjusted operating cash flow (1)		5,477		4,497		980
Net earnings		4,817		5,503		(686)
Attributable royalty revenue per share (1)	$	0.37	$	0.45	$	(0.08)
Adjusted EBITDA per share (1)		0.26		0.40		(0.14)
Adjusted operating cash flow per share (1)		0.12		0.09		0.03
Net earnings per share, basic		0.10		0.11		(0.01)
Net earnings per share, diluted		0.10		0.10		-

1. See non-GAAP financial measures section for definition and reconciliation

Total revenue in the condensed consolidated statements of earnings for the quarter ended March 31, 2024 was $13,910,000, which decreased from the comparable period in 2023 due to the closure of the Genesee Mine at the end of 2023, lower realized potash prices as well as non-recurring potash price adjustments of $2,200,000 in the first quarter of 2023.

Attributable royalty revenue (see non-GAAP financial measures) was $17,435,000 ($0.37 per share) for the quarter ended March 31, 2024 and compares to $21,393,000 ($0.45 per share) recorded in the three months ended March 31, 2023 following the trend of lower coal and potash revenue noted above and partially offset by the growth of renewable royalty revenue. Altius owns 58% of ARR and reports 100% of its revenue and expenditures.

Adjusted EBITDA for the three months ended March 31, 2024 was $12,386,000 ($0.26 per share) which compares to $19,056,000 ($0.40 per share) for the three months ended March 31, 2023. The decrease in adjusted EBITDA follows the decrease in attributable revenue.

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The adjusted EBITDA margin of 71% in the quarter ended March 31, 2024 was lower than the 79% recorded for the comparable period in 2023. The Mineral Royalties segment had an EBITDA margin of 75% and 86% for both the current and prior year quarters, respectively. Q1 2024's EBITDA margin was impacted by higher professional fees associated with the Silicon arbitration.

Adjusted operating cash flow for the first quarter of 2024 of $5,477,000 ($0.12 per share) is higher than the $4,497,000 ($0.09 per share) generated in the comparable period in 2023. The increase is largely reflective of lower royalty revenues offset by lower taxes paid. Foreign withholding taxes of $903,000 were paid to Chilean tax authorities during the prior year quarter in relation to a distribution of funds received in 2022.

Net earnings in the three months ended March 31, 2024 were $4,817,000 ($0.10 per share) compared to $5,503,000 ($0.11 per share) in the comparable period of 2023. Net earnings for the quarter ended March 31, 2024 reflect lower revenues and lower amortization offset by marginally higher cost of sales.

Changes in total assets reflect the growth of the Corporation's renewable royalty segment offset by investment sales and revaluations, the closure of the Genesee Mine (the royalty interest was fully amortized) as well as an impairment loss on the Pickett Mountain royalty at the end of 2023. The decrease in total liabilities is a result of repayments on long term debt.

Costs and Expenses

		Three months ended
		March 31,		March 31,	Variance
Costs and Expenses		2024		2023
General and administrative	$	2,689	$	2,731	$	(42)
Cost of sales - copper stream		1,509		1,361		148
Share-based compensation		824		1,092		(268)
Generative exploration		54		403		(349)
Exploration and evaluation assets abandoned or impaired		-		590		(590)
Amortization and depletion		1,470		4,603		(3,133)
	$	6,546	$	10,780	$	(4,234)

General and administrative expenses for the three months ended March 31, 2024 were in line with the prior year period.

In future periods it is expected that ARR related costs will be increasingly offset by asset growth and higher revenues as renewable energy royalty investments are completed and more projects subject to royalty reach operational status. During the quarter ended March 31, 2024 ARR incurred general and administrative expenses of approximately $387,000 as compared to $533,000 in the comparable prior year period.

Another component of general and administrative expenses of the Corporation relates to the administration and staffing of its Project Generation segment. During the three months ended March 31, 2024 this amounted to $662,000 as

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