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MINERAL MOUNTAIN RESOURCES LTD. (the “Company” or “Mineral Mountain”)

FORM 51-102F1

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2010

The following Management Discussion and Analysis (“MD&A”) has been prepared by management as of

November 26, 2010, should be read in conjunction with the unaudited interim financial statements and the related

notes for the six month period ended September 30, 2010, the annual audited financial statements together with the

related notes of the Company for the year ended March 31, 2010. The interim financial statements have been

prepared in accordance with Canadian generally accepted accounting principles. All amounts are stated in Canadian

dollars unless otherwise indicated.

Statements in this MD&A that are forward-looking statements (see “Forward Looking Statements”) are subject to

various risks and uncertainties concerning the specific factors disclosed under the heading “Risk and Uncertainties”.

Such information contained herein represents management’s best judgment as of the date hereof based on

information currently available. The Company does not assume the obligation to update or revise any forward-

looking statement, whether as a result of new information, future events or any other reason.

DESCRIPTION OF BUSINESS

The Company was incorporated in British Columbia under the laws of the Business Corporations Act on September

1, 2006 and commenced active operations in the fiscal year commencing April 1, 2007. The principal activity of the

Company is that of the acquisition of licenses for the exploration of large, contiguous land package of mineral

claims in the Kootenay Arc area 65 kilometres southeast of Revelstoke, British Columbia. The Company is focused on

the acquisition, exploration and development of precious and base metal projects in North America.

On June 28, 2010, the Company completed an Initial Public Offering (“IPO”) and its common shares commenced

trading on the TSX Venture Exchange (the “Exchange”) on June 30, 2010 under the symbol “MMV”.

OVERALL PERFORMANCE

During the six month period ended September 30, 2010, the Company acquired two mineral properties in Ontario:

the Copper Hill Main Block property situated in the Shining Tree area and the Straw Lake property situated in the

Kenora Mining District, both considered to have excellent bulk tonnage and epithermal high grade gold potential.

Financially, the Company completed an IPO and two private placements. The net proceeds from IPO and private

placements will be used primarily for the continued exploration of the Kootenay Arc project in British Columbia and

option commitments of the two newly acquired Ontario properties.

Highlights of activities for the six months ended September 30, 2010

On June 28, 2010 the Company completed its IPO through its agent, Canaccord Genuity Corp. (the “agent”) by

issuing 6,650,000 units at $0.25 per unit and 5,000,000 flow-through common shares at $0.30 per share for gross

proceeds of $3,162,500. Each unit is comprised of one common share and one-half of a share purchase warrant;

each whole warrant entitles the holder to acquire one additional common share at a price of $0.35 until June 28,

2011 and at a price of $0.40 until June 28, 2012. The Company paid the agent a cash commission of $237,188

and an administration fee of $5,000, and issued 150,000 units as a financing fee and 873,750 non-transferable

agent’s warrants. The agent’s units have the same terms as the units issued under the IPO. The agent’s warrants

have the same terms as the warrants issued under the IPO. The agent’s warrants were valued at $97,992 using the

Black-Scholes option pricing model.

On July 19, 2010 the Company expanded its Kootenay Arc land holdings to over 89,000 hectares and launched a

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summer regional exploration program on the project. The program consisted of a property wide stream sediment

survey, reconnaissance and focused geochemical soil sampling, regional prospecting, rock sampling, targeted

geological and structural mapping.

On July 26, 2010 Nelson W. Baker, P.Eng., was offered and accepted the position of President and Chief

Executive Officer of the Company.

On July 28, 2010 the Company entered into an option agreement to acquire a 100% interest in the Butte-Bonanza

gold property consisting of five mineral claims immediately adjoining the original property limits. With the

acquisition of the Butte-Bonanza property, the Company’s Kootenay Arc property holdings covered a 70

kilometre long by 15 kilometre wide area.

On August 23, 2010 the Company engaged Kin Communications to assist with the Company's investor relations

and corporate communication efforts.

On August 26, 2010 the Company entered into an option agreement with Golden Harp Resources Inc.

(GHR.TSX-V) (“Golden Harp”) to acquire a 60% interest in 91 mineral claims, referred as the Copper Hill Main

Block property, in the Shining Tree Mining Camp located approximately 100 km south of Timmins, Ontario.

The Main Block property was acquired for its potential to host both bulk mining and epithermal high grade gold

potential. The property hosts two historic gold occurrences including the Copper Hill Zone and the Golden

Sylvia Gold Zone located proximal to a 20 kilometre long regional structural trend and represents one of the

largest prospective land packages in the emerging Shining Tree gold district.

On September 16, 2010 the Company completed a brokered private placement of 7,000,000 units at the price of

$0.25 per unit for gross proceeds of $1,750,000. Each unit is comprised of one common share and one-half of a

share purchase warrant; each whole warrant entitles the holder to acquire one additional common share at a price

of $0.35 until September 16, 2011 and at a price of $0.40 until September 16, 2012. The Company paid a cash

commission of $130,078 and a corporate finance fee of $20,000, and issued 520,312 non-transferable agent’s

warrants. The agent’s warrants have the same terms as the warrants issued under the private placement. The

agent’s warrants were valued at $120,572 using the Black-Scholes option pricing model.

On September 16, 2010 the Company completed a non-brokered private placement of 1,300,000 flow-through

shares at the price of $0.30 per share for gross proceeds of $390,000.

On September 20, 2010 the Company entered into a Letter of Intent with Shotgun Exploration (“Shotgun”), a

privately held company, to earn up to a 75% interest in a gold property consisting of 4 patented mining claims

which cover the Straw Lake Beach Gold Mine, a former gold producer, and 16 unpatented mining claims,

referred as the Straw Lake property, located in the Kenora Mining District of north western Ontario.

On September 22, 2010 the Company held its annual general meeting and Messrs. Nelson Baker, Marshall

Bertram, John Morita, Mark Kilby and Bradley Baker were re-elected as directors of the Company and Messrs.

Norman W. Rayner and James R. Bond were elected as new directors.

Highlights of activities subsequent to September 30, 2010

In early October 2010 the Company launched an aggressive exploration program consisting of a regional and

local compilation, grid line cutting, geological mapping, surface channel saw sampling and induced polarization

surveying over the Golden Sylvia Zone in the Copper Hill Main Block property in preparation for drilling in the

third quarter of 2011.

On October 20, 2010 the Company engaged Grassroots Syndicate Inc., a Winnipeg based geological consulting

group to provide a 2-man professional prospecting team to begin traversing and rock sampling in the eastern part

of the Straw Lake property, searching for both new and any historical gold showings, diamond drill collars, and

old trenches occurring within the property limits.

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On October 25, 2010 the Company entered into a Letter of Intent with Benton Resources Corp. (BTC.TSX-V)

(“Benton”) to assume all the remaining rights and obligations of the option agreement dated June 1, 2009

between Benton and Golden Harp to earn up to a 75% interest in the Copper Hill Block A property in

consideration of the issuance of 8,000,000 common shares to Benton (4,000,000 shares issued upon the

Exchange approval on November 18, 2010). The Block A property adjoins the Copper Hill Main Block property,

which the Company optioned a 60% interest from Golden Harp in August 2010.

MINERAL EXPLORATION ACTIVITIES

Kootenay Arc Project, British Columbia

The Kootenay Arc Property the Company's flagship property, was acquired for its potential to host sediment-hosted

gold and silver mineralization. The property is located approximately 65 kilometres east-southeast of Revelstoke and

65 kilometres northeast of Nakusp, British Columbia, The original Kootenay Arc Property consisted of nine

contiguous properties which the Company acquired through various property transactions from 2006 to 2010. The

details of the acquisitions were disclosed in the Note 4 to the interim financial statements. In addition, the Company

has since expanded its property interests by additional claim staking and the acquisition of the Butte-Bonanza gold

property. As at the date of this MD&A, the property occupies a total area of over 89,000 hectares, covering a 70

kilometre long by 15 kilometre wide mineral belt.

The Kootenay Arc Property is an exploration stage mineral resource property with the targeted minerals including

gold, silver, zinc, lead and copper. The property hosts a wide variety of well-mineralized lower to mid-Paleozoic

sedimentary and volcanic rocks deposited on the edge of ancestral North America and has been intruded by

batholiths and syenite dikes. At the turn of the century, prospectors discovered and focused on numerous high grade

silver vein systems up to 10 metres wide and grading up to 6,000 grams per tonne silver and up to 15 grams per

tonne of gold. A gold focus was not evident due to the very low prices experienced near the turn of the 19th century.

Based on the higher gold prices, the presence of strong gold values associated with the local historical mineral

occurrences and several past and present placer gold operations within the Kootenay Arc trend provided ample

evidence for a fertile polymetallic environment.

The Company conducted systematic reconnaissance exploration on the Kootenay Arc Project from 2006 to 2010. In

September 2006, the Company conducted initial geochemical sampling and prospecting over five target areas on the

Kootenay Arc block: Boyd Grid, Boyd West, Silvertip, Edna Grace and Marsh Adams Headwaters. In April 2007,

the Company completed an airborne magnetic-electromagnetic survey over two areas within the Kootenay Arc

block. During the summers of 2007 and 2008, the Company completed additional geochemical sampling in several

areas of the property where earlier geochemical results and selected geophysical responses were recorded. The

results of the work have been documented in assessment reports and filed with the BC Ministry of Energy, Mines

and Petroleum Resources, in fulfillment of annual tenure holding requirements.

In July 2010, the Company launched a systematic program consisting of stream and soil sampling complimented by

geological mapping, prospecting and rock sampling. In the first ten weeks, a helicopter supported, six-man field

crew discovered seven new mineral showings and identified twenty-five new soil and rock geochemical anomalies

along several parallel mineral trends within the property. To date, over 3450 soil and 667 rock samples have been

collected from the property and sent in for analysis. Results have been received for 2750 soil samples and 417 rock

samples. The remaining soil and rock samples have been submitted for analysis and results are pending.

Favourable structural and stratigraphic settings within the Kootenay Arc Property, combined with the high incidence

of elevated gold values associated within different geological settings, provides evidence that this project has

excellent potential to host a new style of bulk-tonnage, sediment-hosted gold mineralization in the area. The Butte

Bonanza, Black Warrior and Silver Leaf mineral trends hosting, in some cases, kilometre-scale gold, arsenic,

bismuth and antimony, represent advanced exploration targets that will require drill testing in the fourth quarter of

2011. The Company plans, beginning in the fourth quarter, to complete additional surface geological mapping and

sampling on the above three projects and other new anomalies in preparation for the first planned drilling program.

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Shining Tree Gold Project, Ontario

The Company’s Shining Tree Gold project is located in the Larder Lake Mining District of Ontario and includes the

Copper Hill Main Block property optioned in August, 2010 and the Copper Hill Block A property optioned

subsequent to September 30, 2010. The Shining Tree property, which covers an area of 145 square kilometres,

straddles the possible western extension of the Cadillac Break that has produced several million ounces of gold

historically and hosts four known gold occurrences that have been partially drill-tested historically: the Golden

Sylvia, Copper Hill, Cook and the MC Zone. All four zones have been partially drill tested and are considered to be

high priority gold targets because of their favourable geological setting.

The Copper Hill Main Block property consists of 91 mineral claims and is located approximately 100 kilometre

south of Timmins, Ontario, along Highway 560 between Shining Tree and Gowganda within the southern Abitibi

greenstone belt. Significant regional gold bearing faults up to 20 km in strike length trend through the project and

are interpreted to represent the western extension of the Cadillac-Larder Lake Break. The property covers two

historic gold occurrences including the Copper Hill Main Zone and the Golden Sylvia Gold Zone and represents one

of the largest prospective land packages in the Shining Tree Mining Camp. The Golden Sylvia Gold Zone, which

lies near the eastern limits of the project area, is a partially defined, gold-rich banded iron formation that is open in

all directions and represents a near surface bulk tonnage gold zone measuring 450 m in length by 200 m in width to

a depth of 100 m. Some of the better intersections include 2.57 grams per tonne over 14.23 metres (Hole DDHGS12)

and 3.56 grams per tonne over 12.24 metres (Hole RCGS23). The Copper Hill Main Zone near the central part of the

property occurs within an extensively altered rhyolite package with a known strike length of 5 km that hosts

chalcopyrite, malachite, bornite and gold mineralization.

The Copper Hill Block A property is strategically located approximately 6 kilometre due west of the new Minto

gold discovery where, in a news release dated August 9, 2010, Creso Exploration Inc. (CXT.TSX-V) reported three

impressive high grade gold drill intersections of 82.5 metres of 13.3 grams per tonne Au, 65.7 metres of 18.2 grams

per tonne Au and 79.6 metres of 4.61 grams per tonne Au (drill hole MC-09-01) associated with a mineralized,

brecciated porphyry intrusion located proximal to the Minto Shear Zone. Two significant new gold occurrences, the

Cook Zone and the MC Zone, occur with Block A representing high priority gold targets:

Cook Zone:

o Gold mineralization is associated with host rocks that similar to the Minto discovery. Recent

shallow drilling by Benton recorded the following gold intervals:

GH09-01: 5.03 gpt Au over 8.5 m

GH09-06: 21.41 gpt Au over 3.0 m

GH09-02: 11.9 gpt Au over 5.5 m

MC Zone:

o Gold mineralization is hosted in green carbonates and shallow drill testing recorded the

following intervals:

GH-025: 0.90 gpt over 43.75 m

GH:019: 4.50 gpt over 7 m

GH: 0.43 gpt Au over 61.80 m

In early October 2010 the Company launched an aggressive exploration program consisting of a regional and local

compilation, grid line cutting, geological mapping, surface channel saw sampling and induced polarization

surveying over the Golden Sylvia Zone in the Copper Hill Main Block Property in preparation for drilling in the

third quarter of 2011.

Straw Lake Project, Ontario

On September 20, 2010 the Company entered into a Letter of Intent with Shotgun Exploration (“Shotgun”) to earn

up to a 75% interest in 4 patented mining claims which cover the Straw Lake Beach Gold Mine, a former gold

producer, and 16 unpatented mining claims located in the Bluffpoint Lake area of the Kenora Mining District in

north western Ontario.

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The Straw Lake property covers a 7 kilometre by 3 kilometre mineralized felsic volcanic mineral belt that includes a

former gold and silver producer, the Straw Lake Beach Gold Mine, that was forced to shut down in 1941 quite early

in its mine life due to the lack of power needed to extract the ore from the deeper levels and the onslaught of World

War II. The Company’s technical team, as part of its due diligence, made several site visits, sampled rock dump

development material and conducted a complete review of all historical development and regional exploration in the

Straw Lake area. As a result, the team established that the Straw Lake Property has the potential to host

hydrothermally emplaced high grade gold mineralization, as seen at the Straw Lake Beach Gold Mine, with highly

altered pyritic rhyolite proximal to the regional Manitou Stretch-Pipestone Fault system and, in contact with the

Lawrence Lake Batholith. Many geological and mineralogical similarities are evident between the Straw Lake

greenstone belt and the Hemlo gold district. Access to the property is excellent with a network of all weather gravel

roads crossing the property and connecting with Highway 502. In a straight line, the property lies approximately 70

kilometre northeast from Rainy River Resources’ (RR.V-TSX) 5 Moz gold deposit situated in Richardson Township

and approximately 100 km northwest of Brett Resources’ (BBR.V-TSX) 6.9 Moz Hammond Reef deposit.

In October 2010, a prospecting program designed to locate all historical trenches established along the Straw Lake

greenstone belt, all of the historical drill collars from past exploration and grid line cutting was established in

preparation for a winter drill program planned for the third quarter.

The technical content regarding the above noted properties was prepared and reviewed by Nelson W. Baker, P.Eng., a qualified person as defined by N.I 43-101.

RESULT OF OPERATIONS

Three month period ended September 30, 2010

For the three months ended September 30, 2010, the Company incurred a net loss of $477,416 compared to a net

loss of $7,571 incurred in the three months ended September 30, 2009. The increase in net loss is due to a significant

increase in corporate, mineral acquisition and exploration and financing activities after the completion of its IPO on

June 28, 2010. The loss in the current period is inclusive of general operating costs of $490,130 (2009 - $7,571) and

interest income of $12,714 (2009 - $nil).

The general operating costs excluding stock-based compensation expenses for the three month period ended

September 30, 2010 were $218,531 (2009 - $7,571). Some of the significant expenses incurred are as follows:

Consulting of $60,200 (2009 - $nil) relates to corporate management consulting and general geological

consulting work. The increase is higher than the comparative period due to increased financing and corporate

activities in the current period.

Professional fees of $70,608 (2009 - $2,448) are comprised of $60,172 (2009 - $948) for legal and $10,436

(2009 - $1,500) for accounting fees. The legal fees related mainly to drafting and filing property and private

placement agreements and other general corporate matters.

Transfer agent and filing of $23,956 (2009 - $nil) relates to costs of filing with various regulatory authorities as a

reporting issuer.

Stock-based compensation expenses of $271,599 (2009 - $nil), a non-cash charge, are the estimated fair value of

the stock options granted and vested during the quarter. The Company used the Black-Scholes option pricing

model for the fair value calculation.

Six month period ended September 30, 2010

For the six months ended September 30, 2010, the Company incurred a net loss of $726,286 compared to a net loss

of $7,881 incurred in the six months ended September 30, 2009. The increase in net loss is due to increase in

corporate, mineral acquisition and exploration and financing activities after the completion of its IPO on June 28,

2010. The net loss in the current period is inclusive of general administrative costs of $752,072 (2009 - $7,881),

interest income of $12,714 (2009 - $nil) and future income tax recovery of $13,072 (2009 - $nil).

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The general operating costs excluding stock-based compensation expenses for the six month period ended

September 30, 2010 were $246,411 (2009 - $7,881). Some of the significant expenses incurred are as follows:

Consulting of $70,350 (2009 - $nil) relates to corporate management consulting and general geological

consulting work. The increase is higher than the comparative period due to a significant increase in property

acquisition, financing and corporate activities in the current period.

Media and new dissemination of $20,662 (2009 - $nil) include the costs of news releases and promotional

materials.

Professional fees of $70,608 (2009 - $2,448) are comprised of $60,172 (2009 - $948) for legal and $10,436

(2009 - $1,500) for accounting fees. The legal fees related mainly to drafting and filing property and private

placement agreements and other general corporate matters. The increase in professional fees in the current period

is due to increased mineral property acquisition, financing and corporate activities.

Rent of $17,300 (2009 - $nil) relates to lease payments for the Company’s office premises. In July 2010 the

Company moved to the current head office location.

Transfer agent and filing of $25,152 (2009 - $nil) relates to costs of filing with various regulatory authorities as a

reporting issuer.

Stock-based compensation expenses of $505,661 (2009 - $nil), a non-cash charge, are the estimated fair value of

the stock options granted and vested during the period. The Company used the Black-Scholes option pricing

model for the fair value calculation.

SUMMARY OF QUARTERLY RESULTS

Results for the eight most recent quarters ending with the last quarter for the three months ending on September 30,

2010 are:

For the Three Months Ending

Fiscal 2011

Fiscal 2010

Fiscal 2009

Sept 30,

2010

Jun 30,

2010

Mar. 31,

2010

Dec. 31,

2009

Sept.

30, 2009

Jun. 30,

2009

Mar. 31,

2009

Dec. 31,

2008

($) ($) ($) ($) ($) ($) ($) ($)

Income Statement Data

Total revenues - - - - - - - -

Income (loss) before

discontinued operations and

extraordinary items

(477,416) (248,870) 8,594 (13,601) (7,571) (310) (2,139) (1,756)

Net income (loss) (477,416) (248,870) 8,594 (13,601) (7,571) (310) (2,139) (1,756)

Income (loss) per common

share outstanding – basic

and diluted

Income (loss) before

discontinued operations and

extraordinary items

(0.02) (0.01) 0.00 (0.00) (0.00) (0.00) (0.00) (0.00)

Net income (loss) per share (0.02) (0.01) 0.00 (0.00) (0.00) (0.00) (0.00) (0.00)

The financial data presented above is derived from the Company’s financial statements, which are prepared in

accordance with accounting principles generally accepted in Canada and in Canadian dollars.

LIQUIDITY AND CAPITAL RESOURCES

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As at September 30, 2010, the Company had a cash and cash equivalents of $4,225,300 compared to $303,080 as at

March 31, 2010. The Company had working capital of $4,000,049 as at September 30, 2010 compared to working

capital of $249,734 as at March 31, 2010.

Current quarter

During the second quarter, the cash and cash equivalent balance increased by $1,202,672 (2009 - decrease of

$8,941). Cash used in operating activities was $202,961 (2009 - $8,941). The Company received $1,982,888 of net

share issuance proceeds from the exercise of options and two private placements completed in the second quarter

(2009 - $nil). Cash used in investing activities during the current quarter was $577,255 (2009 - $nil), which included

$567,252 (2009 - $nil) spent on mineral property acquisition and exploration.

At present, management believes that the Company has sufficient capital resources to pay for its operating and

capital cost requirements for the fiscal 2011. The Company’s priority in 2011 will be to continue exploration on its

existing and newly acquired mineral projects, evaluate new mineral property opportunities for the Company, and

secure new financings for future exploration programs.

Going Concern

At present, the Company’s operations do not generate cash flow and its financial success is dependent on

management’s ability to discover economically viable mineral deposits. The mineral exploration process can take

many years and is subject to factors that are beyond the Company’s control. In order to continue as a going concern

and to meet its corporate objectives, which primarily consist of exploration work on its mineral properties, the

Company will require additional financing through debt or equity issuances or other available means. Although the

Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain

adequate financing in the future or that such financing will be on terms advantageous to the Company. Management

believes it will be able to raise equity capital as required in the long term, but recognizes there will be risks involved

that may be beyond their control. The annual and interim financial statements do not include any adjustments to the

recoverability and classification of reduced asset amounts and classification of liabilities that might be necessary

should the Company be unable to continue operations. These adjustments could be material. The Company is not

subject to material externally-imposed capital constraints.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

RELATED PARTY TRANSACTIONS

Accounts payable to related parties of $39,848 (2009 - $nil) were for services rendered to the Company and are

unsecured, non-interest bearing, and have no specific terms of repayment.

The Company entered into the following transactions with related parties during the six month period ended

September 30, 2010:

a) Paid or accrued geological consulting fees of $54,800 (2009 - $nil) to a director of the Company.

b) Paid or accrued consulting fees of $22,800 (2009 - $nil) to two directors of the Company.

c) Paid or accrued geological consulting and project investigation fees of $4,800 (2009 - $nil) to a company

controlled by a director of the Company.

d) Paid or accrued consulting fees of $11,150 (2009 - $nil) to companies controlled by two directors of the

Company.

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These transactions with related parties were in the normal course of operations and were measured at the exchange

value, which represented the amount of consideration established and agreed to by the related parties.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in accordance with Canadian generally accepted accounting principles

requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and

disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of

revenues and expenses during the year. Significant areas requiring the use of management estimates relate to

determination of stock-based compensation, impairment of assets, and future income taxes. Actual results could

differ from these estimates.

FUTURE ACCOUNTING CHANGES

International financial reporting standards (“IFRS”)

In January 2006, the CICA’s Accounting Standards Board ("AcSB") formally adopted the strategy of replacing

Canadian GAAP with international financial reporting standards ("IFRS") for Canadian enterprises with public

accountability ("PAEs"). In February 2008, the AcSB announced that 2011 is the changeover date for publicly-listed

companies to use IFRS, replacing Canada’s own GAAP. The date is for interim and annual financial statements

relating to fiscal years beginning on or after January 1, 2011. The transition date of April 1, 2011 will require the

restatement for comparative purposes of amounts reported by the Company for the interim periods and for the year

ended March 31, 2011. The Company is currently evaluating the impacts of the conversion on the Company’s

financial statements and is considering accounting policy choices available under IFRS. The detail of the

Company’s IFRS project is summarized under Changeover Plan to International Financial Reporting Standards.

Business Combinations, Non-controlling Interest and Consolidated Financial Statements

In January 2009, the CICA issued Handbook Sections 1582, Business Combinations, Section 1601, Consolidated

Financial Statements, and Section 1602, Non-controlling Interests, which replace CICA Handbook Sections 1581,

Business Combinations, and Section 1600, Consolidated Financial Statements. Section 1582 establishes standards

for the accounting for business combinations that is equivalent to the business combination accounting standard

under IFRS. Section 1582 is applicable for the Company’s business combinations with acquisition dates on or after

January 1, 2011. Section 1601 together with Section 1602 establishes standards for the preparation of consolidated

financial statements. Section 1601 is applicable for the Company’s interim and annual financial statements for its

fiscal year beginning April 1, 2011. Early adoption of these Sections is permitted and all three Sections must be

adopted concurrently.

Comparative Figures

Certain comparative figures have been reclassified to conform to the current period’s presentation.

FINANCIAL INSTRUMENTS

The Company classified its cash and cash equivalents as held for trading, which are measured at fair value.

Receivables are classified as loans and receivables, which are measured at amortized cost. Accounts payable and

accrued liabilities and accounts payable to related parties are classified as other financial liabilities, which are

measured at amortized cost.

The Company’s financial instruments and risk exposures are summarized below.

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Credit risk

Credit risk is the risk of potential loss to the Company if the counter party to a financial instrument fails to meet its

contractual obligations. The Company’s credit risk with respect to its cash and cash equivalents is minimal as they

are held with a high-credit quality financial institution. Receivables mainly consist of harmonized sale tax and BC

mining exploration tax credit due from the provincial government of British Columbia, Canada. Management

believes that the credit risk concentration with respect to receivables is minimal.

Liquidity risk

Liquidity risk is the risk that the Company will not meet its financial obligations as they fall due. The Company’s

approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As

at September 30, 2010, the Company had a cash balance of $4,225,300 to settle current liabilities of $382,080. All of

the Company’s financial liabilities have contractual maturities of 30 days or are due on demand and are subject to

normal trade terms.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign

exchange rates.

(a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of

changes in the market interest rates. The interest rate risks on cash and cash equivalents are not considered

significant.

(b) Foreign exchange rate risk

Foreign exchange risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because

of changes in foreign exchange rates. The Company does not have material transactions designated in a foreign

currency and therefore management considers the foreign exchange risk to be minimal.

Sensitivity analysis

The carrying values of cash and cash equivalents, accounts payable and accrued liabilities, and accounts payable to

related parties approximate their fair values due to the relatively short period to maturity of these financial

instruments.

Based on management’s knowledge and experience of the financial markets, management does not believe that the

Company’s current financial instruments will be affected by credit risk, liquidity risk or market risk.

Fair Value

CICA Handbook Section 3862 “Financial Instruments – disclosures” establishes a fair value hierarchy that

prioritizes the inputs used to measure fair value as follows:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either

directly or indirectly; and

Level 3 – inputs for the asset or liability that are not based on observable market data.

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Financial instruments measured at fair value on the balance sheet are summarized in levels of fair value hierarchy as

follows:

Assets

Level 1

Level 2

Level 3

Total

Cash and cash equivalents $ 4,225,300 $ - $ - $ 4,225,300

Total $ 4,225300 $ - $ - $ 4,225,300

OUTSTANDING SHARE DATA

The Company had the following common shares, stock options and warrants outstanding as at the date of this report:

Issued and Outstanding Common shares 43,829,167

Stock options 2,850,000

Warrants 6,880,000

Agent’s warrants 1,266,562

54,785,729

Escrowed shares

5,833,333 common shares issued prior to the completion of the IPO are subject to escrow agreement dated June 28,

2010. Under the terms of the escrow agreement, 10% of the escrowed common shares will be released from escrow

on the listing date and 15% will be released every six months thereafter over a period of thirty six months. As at the

date of this MD&A, 5,250,000 common shares remained in escrow.

CHANGEOVER PLAN TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRS”)

In February 2008, the AcSB confirmed that publicly accountable enterprises are required to adopt IFRS for interim

and annual financial statements for fiscal years beginning on or after January 1, 2011. The Company will be

required to adopt IFRS commencing April 1, 2011 and will require the restatement, for comparative purposes, of

amounts reported on the Company’s opening IFRS balance sheet as at April 1, 2010 and amounts reported for the

fiscal year ended March 31, 2011.

The Company’s IFRS project consists of three phases – scoping and planning, evaluation and design, and

implementation and review. The Company has completed the scoping and planning stage which included putting

together an initial project plan, education, and identification of a number of differences between Canadian GAAP

and IFRS that relate to the Company. The Company is now in the evaluation and design stage.

In phase one the Company had identified some areas where there is the most potential for a significant impact to the

Company’s financial statements. These areas do not represent a complete list of expected changes and may be

subject to change as the Company progresses through the second phase. The areas which could have a material

impact are as follows.

• First-time Adoption of International Financial Reporting Standards (“IFRS 1”)

The adoption of IFRS requires the application of IFRS 1 which provides guidance for an entity’s initial adoption of

IFRS. IFRS 1 generally requires retrospective application of IFRS as effective at the end of its first annual IFRS

reporting period. However, IFRS 1 also provides certain optional exemptions and mandatory exceptions to this

retrospective treatment. The Company has not yet made any final decisions on policies or elections on IFRS 1 and

therefore continues this process into the 2011.

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• Share-Based Payment (“IFRS 2”)

IFRS and Canadian GAAP largely converge on the accounting treatment for share based transaction with only a few

differences. For stock options that vest in installments, IFRS 2 requires the Company to determine the fair value of

each installment as a separate share option grant while Canadian GAAP treats the entire grant of stock options as a

pool and recognize expense on a straight line basis. In addition, under IFRS the Company must make an estimate of

stock options that are forfeited before they vest whereas under Canadian GAAP the Company records forfeitures as

they occur. The change in this accounting policy is not expected to have a material impact on the Company’s

financial statements.

• Exploration for and evaluation of mineral resources (“IFRS 6”)

Under the Company’s current accounting policy, acquisition and exploration costs of mineral properties are

capitalized as incurred. IFRS 6 permits mining companies to retain their existing policies with respect to the

capitalization of exploration and evaluation costs until guidance that is more definitively developed in this area.

Such guidance is not expected to be issued until after the Company’s changeover to IFRS. The Company will retain

its existing policies with respect to mining interests and exploration costs.

• Income Taxes (“IAS 12”)

Fundamentals of accounting for income taxes are the same under IFRS as they are under Canadian GAAP. In certain

circumstances, IFRS contains different requirements related to recognition and measurement of future (deferred)

income taxes. The International Accounting Standards Board (“IASB”) is currently reviewing IAS based on various

meetings and comments received and will consider whether to propose limited amendments. The Company does not

expect any changes to its accounting policies related to income taxes that would have a material impact on its

financial statements.

Upon completion of the second phase, the Company will move into the implementation phase, in which it will

update its significant accounting policies, adjust its accounting systems, and design tools and processes for the

preparation of IFRS information, including comparative and opening balance sheet information. In addition, the

Company will evaluate its internal and disclosure control processes as a result of its conversion to IFRS. The

Company will also design model IFRS financial statements including all note disclosures and disclosures required

for the MD&A.

In the period leading up to the changeover in 2011, IASB will also continue to issue new accounting standards

during the conversion period. As a result, the final impact of IFRS on the Company’s financial statements can only

be measured once all the IFRS accounting standards at the conversion date are known. Management will continue to

review new standards, as well as the impact of the new accounting standards, between now and the conversion date

to ensure all relevant changes are addressed.

RISK AND UNCERTAINTIES

Operating Hazards and Risks

Mineral exploration involves many risks. The operations in which the Company has a direct or indirect interest will

be subject to all the hazards and risks normally incidental to exploration, any of which could result in work

stoppages and damage to persons or property or the environment and possible legal liability for any and all damage.

Fires, power outages, labour disruptions, flooding, landslides and the inability to obtain suitable or adequate

machinery, equipment or labour are some of the risks involved in the conduct of exploration programs.

Environmental Factors

The Company currently conducts exploration activities in the Canadian Provinces of British Columbia and Ontario.

Such activities are subject to various laws, rules and regulations governing the protection of the environment. In

Canada, extensive environmental legislation has been enacted by federal and provincial governments. Such

legislation imposes rigorous standards on the mining industry to reduce or eliminate the effects of wastes generated

by extraction and processing operations and subsequently deposited on the ground or emitted into the air or water.

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All phases of the Company’s operations are subject to environmental regulation in the jurisdictions in which it

operates. Environmental legislation is evolving in a manner which requires stricter standards and enforcement,

increased fines and penalties for non-compliance, more stringent environmental assessments of proposed properties

and a heightened degree of responsibility for companies and their officers, directors and employees. There is no

assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s

operations. The cost of compliance with changes in governmental regulations has the potential to preclude entirely

the economic development of a property.

The Company is able to conduct its exploration within the provisions of the applicable environmental legislation

without undue constraint on its ability to carry on efficient operations. The estimated annual cost of environmental

compliance for all properties held by the Company in the exploration stage is minimal and pertains primarily to

carrying out diamond drilling, trenching or stripping. Environmental hazards may exist on the Companies properties,

which hazards are unknown to the Company at present, which have been caused by previous or existing owners or

operators of the properties.

Governmental Regulation

Exploration activities on the Company’s properties are affected to varying degrees by: (i) government regulations

relating to such matters as environmental protection, health, safety and labour; (ii) mining law reform; (iii)

restrictions on production, price controls, and tax increases; (iv) maintenance of claims; (v) tenure; and (vi)

expropriation of property. There is no assurance that future changes in such regulation, if any, will not adversely

affect the Company’s operations. Changes in such regulation could result in additional expenses and capital

expenditures, availability of capital, competition, reserve uncertainty, potential conflicts of interest, title risks,

dilution, and restrictions and delays in operations, the extent of which cannot be predicted.

The Company is at the exploration stage on all of its properties. Exploration on the Company’s properties requires

responsible best exploration practices to comply with company policy, government regulations, maintenance of

claims and tenure. The Company is required to be registered to do business and have a valid prospecting license

(required to prospect or explore for minerals on Crown Mineral Land or to stake a claim) in any Canadian province

in which it is carrying out work.

Mineral exploration primarily falls under provincial jurisdiction. However, the Company is also required to follow

the regulations pertaining to the mineral exploration industry that fall under federal jurisdiction, such as the Fish and

Wildlife Act.

If any of the Company’s projects are advanced to the development stage, those operations will also be subject to

various laws and regulations concerning development, production, taxes, labour standards, environmental protection,

mine safety and other matters.

FORWARD LOOKING STATEMENTS

This MD&A contains certain forward‐looking information and statements. These forward-looking statements are

based on current expectations and various estimates, factors and assumptions as at the date of this MD&A. The

words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential”, “interprets”,

“may”, “will” and similar expressions identify forward-looking statements. Information concerning the

interpretation of drill results may also be considered a forward-looking statement; as such information constitutes

a prediction of what mineralization might be found to be present if and when a project is actually developed. The

forward-looking statements reflect the current beliefs of the management of the Company, and are based on

currently available information. Readers are cautioned not to place undue reliance on these statements as they are

subject to known and unknown risks, uncertainties and other factors, which could cause the actual results,

performance, or achievements of the Company to differ materially from those expressed in, or implied by, such

forward-looking statements. The Company assumes no obligation to update or revise any forward-looking

statement, whether as a result of new information, future events or any other reason.

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SUBSEQUENT EVENTS

Subsequent to September 30, 2010, the Company:

(a) Issued 800,000 common shares for gross proceeds of $215,000 pursuant to the exercise of stock options at

exercise prices ranging from $0.25 to $0.30 per share.

(b) Issued 20,000 common shares for gross proceeds of $7,000 pursuant to the exercise of warrants at an exercise

price of $0.35 per share

(c) Issued 127,500 common shares for gross proceeds of $44,625 pursuant to the exercise of agent’s warrants at an

exercise price of $0.35 per share.

(d) Granted 1,050,000 incentive stock options to directors, officers, employees and consultants, exercisable at $0.38

per share expiring on October 1, 2013.

(e) Entered into a Letter of Intent with Benton Resources Corp. (BTC.TSX-V) (“Benton”) to assume all the

remaining rights and obligations of the option agreement dated June 1, 2009 between Benton and Golden Harp to

earn up to a 75% interest in the Copper Hill Block A property in consideration of the issuance of 8,000,000

common shares to Benton (4,000,000 shares issued with a value of $2,040,000). The remaining 4,000,000

common shares are to be issued as follows:

2,000,000 common shares by October 26, 2011;

2,000,000 common shares by April 26, 2012.

Under the remaining terms under the option agreement, the Company is required to pay $25,000 and issue

250,000 common shares by March 17, 2011 and incurred exploration expenditures of approximately $800,000

by March 17, 2012 to earn its 60% interest in the property. The Company has the option to earn an additional 10%

interest in the property by making a cash payment of $50,000 and spending additional $1,000,000 in exploration

expenditures by March 2014. The Company’s 60% interest in the property is subject to a 1% NSR, payable to

Benton.

EFFECTIVENESS OF DISCLOSURE CONTROLS

The Chief Financial Officer and Chief Executive Officer have evaluated the effectiveness of the Company’s

disclosure controls as of September 30, 2010. They have concluded that the Company’s disclosure controls and

procedures provide reasonable assurance that material information relating to the Company would be made known

to them by others within the Company, particularly during the period during which this report was being made.

ADDITIONAL INFORMATION

Additional information concerning the Company and its operations is available on SEDAR at www.sedar.com and

on the Company web site at www.mineralmtn.com.

APPROVAL

The Board of Directors of Mineral Mountain Resources Ltd. has approved the contents of this management

discussion and analysis. A copy of this MD&A will be provided to anyone who requests it.