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 period ended April 30, 2008. 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 18, 2008. Additional information on the Company is available on SEDAR at www.sedar.com.

NATURE OF BUSINESS

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

OVERALL PERFORMANCE

The Company’s exploration activities were focused by the proximity of its 2,560 hectare McFauld’s Lake property to the Eagle I nickel discovery of Noront Resources Ltd., in August, 2007. A substantial portion of the ultrabasic intrusive complex which hosts this discovery is located on the Company’s property. Extensive geophysical surveys were carried out over this comparatively small area in the period October, 2007 through May, 2008. Numerous significant geochemical anomalies were identified and a reconnaissance drill program is currently underway (August, 2008).

During the year, the sale of the Company’s Johan Beetz Uranium property was completed. For its 50% interest, the Company received an aggregate $1,000,000 and 175,000 shares of Uracan Resources Ltd., as well as retaining a royalty interest.

The Company has entered into option agreements on three of its 50% owned uranium properties, the Baie Comeau/Godbout and Manicuagan properties located on Quebec’s North Shore, as well as the George River property located on the northeast Quebec/Labrador border.

In the fall of 2007, the Company acquired by staking, with a 50% partner, the well known Magpie titaniferous deposits located on Quebec’s North Shore. The Magpie deposits outcrop as a series of en echelon ridges in a corridor some 4.5 miles long and 2,000 feet wide. The ridges stand up to 800 feet above the surrounding country, lending themselves to low cost mining methods. In February, 2008, the Company agreed to sell its interest in these claims to a newly formed company, The Magpie Mines Inc. in exchange for 27,460,981 common shares. The Magpie Mines Inc. is a private company with the intention of going public in the near future to finance the development of these deposits.

The Company continues to hold its titaniferous magnetite property at Lac la Blache, and its and Sheridan’s hemoilmenite properties at Mingan and St. Urbain.

In April, 2008 the Company, together with The Sheridan Platinum Group, staked the 59 claim (15,104 hectare) Desolation Lake group located north of Attawapiskat in the James Bay Lowlands. This property was staked to cover a large magnetic anomaly that is covered by an estimated 500 metres of Paleozoic limestone. The anomaly is situated at the intersection of regional structural lineaments and is an interesting grass roots target for the type of nickel bearing ultra basic seen in the so called “Ring of Fire” to the west.

In November, 2007, a Shareholders Rights Plan was adopted to ensure that all shareholders are treated fairly and equitably in the event of a take-over bid. The Company will be seeking shareholder ratification of the Plan at the upcoming annual meeting.

SELECTED FINANCIAL INFORMATION

2008 2007 2006

Net Income (Loss) (2,289,527) 417,183 (240,187) Net Income (Loss) Per Share -Basic (0.09) 0.02 (0.01) Net Income (Loss) Per Share -Fully Diluted (0.09) 0.02 (0.01) Total Assets 2,700,229 1,612,575 907,377 Total Long Term Liabilities 160,388 163,978 126,467

During the year the Company earned $907,247 in mineral property royalties and mineral property option revenue. The recorded 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 the Company received during 2007. The net loss in 2006 was due to the write down of mineral properties and stock based compensation charges. The actual operating costs of the Company during the three years remained relatively unchanged. Total assets have increased in 2008 due to additional properties being staked and the exploration activities undertaken on the Company’s active properties.

The Company had working capital of $1,230,439 as at April 30, 2008.

RESULTS OF OPERATIONS

The Company earned a net profit of $235,796 for the three months ended April 30, 2008, compared to a net profit of $500,194 for the three months ended April 30, 2007. Although the Company earned $594,521 in mineral property option and royalty revenue, it also recorded $417,752 in costs for stock based compensation.

Management fees remained consistent quarter over quarter. See Note 7 “Related Party Transactions and Balances” attached to the financial statements.

MINERAL PROPERTIES

SUMMARY OF QUARTERLY RESULTS

Selected financial information for the quarter ended April 30, 2008 and the preceding 7 quarters:

1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Three Months Ended July 31, 2006 October 31, 2006 January 31, 2007 April 30, 2007

Mineral Property Option Revenue ---$525,504 Net Income (Loss) ($18,836) ($40,087) ($24,088) $500,194 Income (Loss) Per Share ($0.001) ($0.002) ($0.001) $0.020 Fully Diluted Income (Loss) Per Share ($0.001) ($0.002) ($0.001) $0.020

The net profit in the 1st quarter resulted from the recognition of option revenue from the Company’s 50% owned uranium properties. During the second quarter, the Company recognized the compensation expense for the estimated fair value of stock options granted during the period of $2,755,309 and recorded property option revenue of $100,000. The Company recognized further property option revenue in the fourth quarter and achieved a profit after incurring further stock based compensation charges and the write down of other properties.

LIQUIDITY AND CAPITAL RESOURCES

Fancamp Exploration Ltd. is a development stage company in the business of mineral exploration. It is in the process of exploring its mineral properties interests and has not yet determined whether these properties contain ore reserves that are economically recoverable. With no producing properties, the Company has no current operating income or cash flow. All of the Company’s short and medium-term operating and exploration cash flow is derived through external financing and joint venture option payments.

The Company had working capital of $1,230,439 as at April 30, 2008.

Also see Note 9 “Contingencies” attached to the financial statements.

OFF BALANCE SHEET ARRANGEMENTS

The Company has no off balance sheet arrangements.

RELATED PARTY TRANSACTIONS

See Note 7 “Related Party Transactions and Balances” attached to the financial statements. In addition, the Company has a number of joint ventures with the Sheridan Platinum Group.

SUBSEQUENT EVENTS

See Note 10 “Subsequent Events” attached to the financial statements.

RISK AND UNCERTAINTIES

The Company is in the mineral exploration and development business and as such, is exposed to a number of risks and uncertainties inherent in this business. The industry is capital intensive and subject to fluctuations in metal prices, market sentiment, foreign exchange and interest rates. There is no certainty that properties which the Company has deferred as assets on its balance sheet will be realized at the amounts recorded.

The only source of future funds for further exploration programs or for the development and commercial production of economic ore bodies are the sale of equity capital or the offering by the Company of an interest in its properties to be earned by another party carrying out further exploration or development. There is no assurance that such sources of financing will be available, however, management feels that it can achieve success in this area for the near future.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities at the date of the financial statements and revenues and expenses for the period. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in operations in the period in which they become known.

In accordance with CICA Handbook Section 3870 (“Section 3870”), Stock-Based Compensation and Other Stock-Based Payments, the Company recognizes stock-based compensation expense for the estimated fair value of equity-based instruments granted to both employees and non-employees. Compensation costs attributable to stock options or similar equity instruments granted to employees are measured at the fair value at the grant date, and expensed over the expected vesting period. Transactions in which goods or services are received from non-employees in exchange for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.

Long-lived assets of the Company are reviewed when changes in circumstances suggest their carrying value has become impaired. Management considers assets to be impaired if the carrying value exceeds the estimated undiscounted future projected cash flows to result from the use of the asset and its eventual disposition. If impairment is deemed to exist, the assets will be written down to fair value. Fair value is generally determined using a discounted cash flow analysis.

CHANGE IN ACCOUNTING POLICY

The Company did not make any changes to its accounting policy during the Quarter.

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS

The information provided in this report, including the financial statements, is the responsibility of management. In the preparation of these statements, estimates are sometimes necessary to make a determination of future values for certain assets or liabilities. Management believes such estimates have been based on careful judgments and have been properly reflected in the financial statements.

DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures have been designed to ensure that information required to be disclosed by the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company’s Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by the annual filings, that the Company’s disclosure controls and procedures as of the end of such period are effective to provide reasonable assurance that material information related to the Company, is made known to them by others within those entities. It should be noted that while the Company’s Chief Executive Officer and Chief Financial Officer believe that the Company’s disclosure and controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that the disclosure controls and procedures will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

INTERNAL CONTROLS OVER FINANCING REPORTING

The Chief Executive Officer and the Chief Financial Officer of the Company are responsible for designing a system of internal controls over financial reporting, or causing them to be designed under their supervision, in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with Canadian generally accepted accounting principles. We have designed and implemented a system of internal controls over financial reporting which we believe is effective for a company of our size. During the review of the design of the Company’s control system over financial reporting it was noted that due to the limited number of staff, there is an inherent weakness in the system of internal controls due to our inability to achieve appropriate segregation of duties. The limited number of staff may also result in identifying weaknesses with respect to accounting for complex and non-routine transactions due to a lack of technical resources, and a lack of controls governing our computer systems and applications within the Company. While management of the Company has put in place certain procedures to mitigate the risk of a material misstatement in the Company’s financial reporting, it is not possible to provide absolute assurance that this risk can be eliminated.

CAUTION REGARDING FORWARD LOOKING STATEMENTS

Statements contained in this document, which are not historical facts, are forward looking statements that involve risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements. Factors that could cause differences include, but are not limited to, are volatility and sensitivity to market prices for base metals, environmental and safety issues, changes in government regulations and policies and significant changes in the supply-demand fundamentals for base metals that could negatively affect prices. Although the Company believes that the assumptions used are reasonable, these statements should not be heavily relied upon. 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.

CORPORATE INFORMATION – AS AT APRIL 30, 2008