MANAGEMENT DISCUSSION AND ANALYSIS

GENERAL

The following discussion of performance, financial condition and future prospects should be read in conjunction with the financial statements of the Company and notes thereto for the year ended April 30,

2009. The Company’s financial statements are prepared in accordance with Canadian General Accepted Accounting Principles. The Company’s reporting currency is Canadian dollars. The date of this Management Discussion and Analysis is August 28, 2009. Additional information on the Company is available on SEDAR at www.sedar.com and the Company’s web site at www.fancampexplorationltd.ca.

NATURE OF BUSINESS

Fancamp Exploration Ltd. is an exploration stage company in the business of mineral exploration.

OVERALL PERFORMANCE

The Company’s exploration activities were primarily focused on its 2,560 hectare McFauld’s Lake property. A substantial portion of the Eagle One ultrabasic intrusive complex (C1 Target) is located on the Company’s property. A reconnaissance drill program begun in August, 2008 on the Company’s C-1, C-5 and C-6 targets and was completed during the third quarter. Six holes were completed on the C-1 target for a total of 2400 metres. Assays were taken from a series of 1.5 metre test samples, at ten metre intervals, in Holes 1 and 2 (28 samples in Hole 1, 18 samples in Hole 2) drilled on the C-1 target. The “one metre of granular semi massive pyrite” in Hole 2 assayed 3.52% Ni, 0.17% Cu, 2.7g Pd and 233 ppb Pt over 0.9 metres, from 44.1 metres to 45.0 metres in the hole. The high grade nickel mineralization seen over a narrow width in Hole 2 was intersected again in Hole 10 where massive sulphides were seen over very narrow widths again within a zone of less than one metre, some eight metres down dip of the original intersection at a vertical depth of about 40 metres. This occurrence, given its location, is highly significant, representing as it might, the edge of a larger sulphide zone at depth. The intersection lies approximately in the middle of a one hundred metre length in the hole from surface which is characterized by extensive faulting, strong hydrothermal alteration including development of hematite, chlorite and serpentinite. The zone is believed to be steeply dipping and lies about 100 metres to the east of the original VTEM “conductive corridor target” tested in the drill programme. (See McFauld’s Lake Property under Mineral Properties section.)

The Company’s 48.64% owned subsidiary, The Magpie Mines Inc., also began a drill program which was completed on November 4, 2008. Subsequent to its year end, an independent 43-101 compliant report was completed which confirmed that the historic zone projections were quite accurate on at least two of the profiles. A copy of the report can be found on SEDAR and the Company’s website.

The Company entered into an option agreement for the acquisition of nine contiguous mining claims (totalling 105 claim units) known as the Norway Lake property located in the Thunder Bay Mining Division, Ontario. This virtually unexplored, 4000 acre grassroots property is situated some 45 km NE of Atikokan and 170km west of Thunder Bay. It is located along the NE trending Marmion Lake fault structure. Major mineral deposits adjacent to this structure, include the Steep Rock Lake Iron Mines, some 50km to the SW, and more importantly the Hammond Reef gold deposit some 23km SW, a large tonnage low grade deposit owned by Brett Resources Inc. and currently hosting a 43-101 compliant historical resource reported at 4.8 million ounces Au. Both the Hammond Reef and Norway Lake properties are characterized by distinctive clusters of gold in lake bottom sediment anomalies as shown on the attached map taken from the Ontario Geological Survey, Open File Report 6034. Extensive soil sampling and prospecting are underway. This area is also being flown by the government with a helicopter borne TDEM/Mag survey (part of a much larger survey).

The Company entered into an option agreement with Champion Minerals Inc. on 15 of its 50% held iron properties (50% Sheridan Platinum Group), whereby Champion has the right to acquire up to 65% interest.

The 50% held Villebon property was optioned to LiteWave Corp. and St-Georges Minerals Inc., whereby the optionees may acquire a 100% ownership.

The Company raised a total of $3,020,000 during the year, providing funds necessary to further the Company’s exploration programs.

SELECTED FINANCIAL INFORMATION

During the year the Company earned $2,334,751 in mineral property royalties and mineral property option revenue. The recorded net income of $454,868 resulted from the receipt of mining property option income and royalty income, and the decrease of the operation expenses incurred in the current year. The 2008 net loss of $2,289,527 resulted from recording of stock based compensation charges. The net income of $417,183 in 2007 was mainly derived from the mineral property option revenue. Total assets have increased substantially in 2009 due to the exploration activities undertaken on the Company’s active properties and the joint ventures entered into on others.

The Company had working capital of $2,689,550 as at April 30, 2009.

RESULTS OF OPERATIONS

The Company incurred a net loss of $1,127,373 for the three months ended April 30, 2009, compared to a net profit of $235,796 for the three months ended April 30, 2008. The loss in 2009 can be attributed to loss of $60,370 in royalty revenue during the quarter. Management fees remained relatively consistent quarter over quarter. See Note 7 “Related Party Transactions and Balances” attached to the financial statements.

MINERAL PROPERTIES

100% Owned McFaulds Fancamp Property, Ontario

The Company completed the current drill programme on its McFauld’s Lake property.

Holes F-08-11 and F-08-12 were drilled to test the high mag feature located on the NE sector of the C -5 target. Both were drilled from the same setup, Hole 11 at 50 degrees NW and Hole 12 at 70 degrees NW, to 150 metres and 165 metres depth respectively. Both holes intersected a 25 metre wide zone of banded chert magnetite iron formation, lying on top of what is interpreted to be the pre McFauld’s granite basement, dipping at some 60 degrees to the SE. Minor sulphide replacement of the magnetite was noted and assay results of this material indicate geochemically anomalous copper and gold values. Volcanics and volcanogenic sediments overlie the iron formations in the drill holes, and a large gravity high just SE of C-5 suggests the presence of chromite rich zones higher in this stratigraphic section. The Company has completed the first phase of the C-1 Target drilling. The high grade nickel mineralization seen over a narrow width in Hole No. 2, was intersected again in Hole No.10 where massive sulphides were seen over very narrow widths again within a zone of less than a metre, some eight metres down dip of the original intersection at a vertical depth of about 40 metres. The local dip appears to be about 40 degrees to the west and, Holes 8 and 9, drilled at 45 degrees and 55 degrees respectively to the west (east of the No.1,2 collars) on the assumption the zone was near vertical, appear to have undercut it. This mineralized zone, small though it appears, is open down dip and along strike.

The nickel mineralization occurs close to the eastern granite contact of C-1. Geophysics suggests that this contact is highly irregular in a vertical sense, with granite “overhangs” and vertical walls at depth.

Deep penetration TDEM suggests the existence of strong conductivity near this contact at depths on the order of 400-500 metres.

An immediate focus for Fancamp is the NE sector of the C-1 target along its eastern granite contact from the Noront boundary for some 300 metres to the SE. JVX-MLEM (moving loop EM) has indicated a zone of very low resistivity along this part of the contact at a vertical depth of 400-500 metres. The occurrence of high grade nickel bearing sulphides in Holes 2 and 10 adjacent to this contact attests to its prospectivity.

50% Owned Desolation Lake Property, Ontario

The Company, in partnership with the Sheridan Platinum Group Ltd., staked 58 sixteen claim units (15,104 hectares or 151 km2) in the Desolation Lake area, some 215 km NE of the Noront discovery in the James Bay Lowlands. This anomaly is a very distinctive feature occurring at the juncture of a number of large structural lineaments. The anomaly’s presence has been long known, and during the 1950’s an attempt was made to drill it, the deepest hole reaching some 800 feet in the overlying limestone. It is now known that the thickness of the Paleozoic limestone in here is on the order of 500 metres.

Present interest in this feature, of course, has been generated by the remarkable results coming out of the “Ring of Fire”. Major magnetic anomalies, such as this, associated with structural lineaments are prime targets in this context and deserve close examination. Recent interpretive studies of the Ontario Department of Mines suggest that iron formations are a probable cause of the magnetic feature, although, interestingly they also interpreted the presence of an ultrabasic body in the immediate vicinity.

Airborne TDEM and magnetic surveys followed by drilling are planned.

Option to Acquire an 100% Interest in the Norway Lake Property, Ontario

The Company entered into an option agreement for the acquisition of nine contiguous mining claims (totalling 105 claim units) known as the Norway Lake property located in the Thunder Bay Mining Division, Ontario. This virtually unexplored, 4000 acre grassroots property is situated some 45 km NE of Atikokan and 170km west of Thunder Bay. It is located along the NE trending Marmion Lake fault structure. Major mineral deposits adjacent to this structure, include the Steep Rock Lake Iron Mines, some 50km to the SW, and more importantly the Hammond Reef gold deposit some 23km SW, a large tonnage low grade deposit owned by Brett Resoures Inc. and currently hosting a non 43-101 compliant historical resource reported at 2.5 million ounces Au. Both the Hammond Reef and Norway Lake properties are characterized by distinctive clusters of gold in lake bottom sediment anomalies as shown on the attached map taken from the Ontario Geological Survey, Open File Report 6034. Extensive soil sampling and prospecting are underway. This area is also being flown by the government with a helicopter borne TDEM/Mag survey (part of a much larger survey).

50% Owned Villebon Property, Quebec

The Company’s 50% held (50% Sheridan Platinum Group) nickel-copper-PGE project, known as the Villebon Property, in northern Quebec, has been optioned to LiteWave Corp. and St-Georges Minerals Inc.

To acquire up to 100% ownership in the property, St-Georges will issue a total of 2,250,000 common shares to Fancamp and Sheridan within six months. Litewave will be required pay the vendors $200,000 over two years and then an annual advance royalty payment of $20,000 at the end of the third year. The Property is subject to a 2% Net Smelter Return (“NSR”) on 18 claims and to a 1% NSR on 5 claims covering the Villebon Zone. A total of 1% of the 2% NSR can be purchased for $1,000,000. LiteWave will assume a remaining property payment of $80,000. on the Villebon Zone 5 claims to Tectonic Resources as well as an existing 2% NSR, of which 1% can be purchased for $1,000,000.

100% Owned Beauce Property, Quebec

In January 2007 the Company flew some 750 line km of magnetic, gradient magnetic and VLF surveys over parts of the property. Results from the Gilbert River sector revealed a series of discordant structures at the head of the basin, in relatively unexplored ground, which could be potential nugget source areas.

Compilations of the historic soil geochemical data (non 43-101 compliant) by the Company show multielement gold/arsenic/antimony anomalies in the vicinity of these discordant features. A similar series of anomalies west of the Chaudiere River also show association with discordant structural features as seen on the airborne magnetics. These latter exploration targets however, may be of a different character, i.e. not necessarily related to high grade quartz veins. A drill hole put down in 1998 by the vendors (ddh M 98-11) and located in this area returned an arithmetic average calculated by the Company of 366 ppb Au over 62.5 m in the hole which ended in mineralization at 108.5 metres (hole continuously sampled at half metre intervals, assay by Chemitec Ltee, fire assay, AA finish). The rocks intersected consisted of siliceous siltstones, tuffs, and minor argillite, carrying 1-2% disseminated pyrite with minor arsenopyrite and occasional quartz veinlets with traces of pyrite. These results point to the possibilities of potentially very large, low grade deposits in this environment.

The Company plans follow up on these and other targets.

50% Owned Dieter Lake Property, Quebec

This large property, owned 50/50 with the Sheridan Platinum Group Ltd., is located in northern Quebec and covers a substantial part of a known uraniferous proterozoic sedimentary mileu. The property covers some 25 miles of prospective basin margin and is the site of a number of interesting airborne radiometric anomalies. Discussions are ongoing with potential joint venture partners.

50% Owned Mingan Titanium Option, Longue Pointe, Quebec Joint Venture

The Company holds a 50% interest in Mingan. Drilling and gravity surveys on the Mingan Showing have outlined potentially exploitable resources of massive hemoilmenite.

50% Owned Mount Reed/Mount Wright Iron Prospects, Quebec Joint Venture

The Company has, with its 50% partner, the Sheridan Platinum Group Ltd., some nineteen separate properties, covering a total of about 28,000 hectares. The Company has granted an option on 15 of these properties to Champion Minerals Inc. Subsequent to the year end, the Company amended the option agreement to include the 39 claim Lac Penguin property as well. The Company and Sherian have retained the Lac Lamelle property although a right of first refusal has been granted to Champion in the event of third party participation.

Other Properties

See Note 5 – Mineral Properties Interests attached to the financial statements for the year ended April 30, 2009, for further information on the Company’s other mineral property holdings.

INVESTMENT IN THE MAGPIE MINES INC.

The Company’s 48.64% owned subsidiary, The Magpie Mines Inc., completed an independent 43-101 compliant report on its titaniferous magnetite deposit.

The 43-101 compliant mineral resources based on three drill holes are as follows:

This estimate covers about 30% of the total strike length of Deposit #2, whose historical, non 43-101 compliant resource measured 898, 104, 290 short tons @ 43.7% Fe, 10.6% TiO2, 1.55% Cr. (It is noteworthy, with respect to these historic estimates, that the geological interpretations used in their calculations by Stratmat in 1960, have been largely confirmed by the new drilling.)

The immense scale of the Magpie Deposits, and their cost efficient open pit production possibilities, make them a prime candidate for a long term mining operation, recovering iron and titanium and possible chromium and vanadium byproducts.