ATEBA RESOURCES INC.

(formerly Ateba Technology and Environmental Inc.)

Management’s Discussion and Analysis

of Financial Condition and Results of Operation

September 30, 2008

Management’s discussion and analysis (MD&A) is current to November 7, 2008 and is management’s assessment of the operations and the financial results together with future prospects of Ateba Resources Inc. (“Ateba”, “Corporation”, or the “Company”). This MD&A should be read in conjunction with our audited financial statements and related notes for the years ended December 31, 2007 and 2006 and the unaudited financial statements and the related notes for the quarter ended September 30, 2008, prepared in accordance with Canadian generally accepted accounting principles. All figures are in Canadian dollars unless stated otherwise.

Description of Business

The Company is a cease-traded and currently delisted junior exploration company engaged in the acquisition and exploration of mineral properties with a primary interest in uranium. The Company was formed by articles of amalgamation under the Business Corporations Act (Ontario) on February 1, 1988, and is a reporting issuer in Alberta, British Columbia, Ontario and Quebec. The Company is also a reporting issuer in Manitoba and Saskatchewan as a result of Ateba Mines Inc., a predecessor corporation to the Company, being a reporting issuer in those jurisdictions.

As at November 7, 2008, the directors and officers of the Company were:

William P. Dickie President and Director

John Doran Secretary

John Kennedy Chief Financial Officer

Robert J. B. H. Holmes Director

A.C.A. Howe Director

Peter J. Evans Director

Mr. Scott Jovan-Bevans, Phd.Geo. is a “Qualified Person” for the Company under the definition of 2 National Instrument 43-101.

Overall Performance

For the three months ended September 30, 2008, the Company’s cash and cash equivalent position decreased by $106,052 to $793,506 from $899,558 at June 30, 2008. For the nine months ended September 30, 2008, the Company’s cash and cash equivalent position increased by $765,266 from $28,240 at December 30, 2007.

The Company is engaged in the business of preliminary or early stage mineral exploration and mine development. The Company holds no interests in producing or commercial ore deposits. The Company has no production or other revenue. There is no operating history upon which investors may rely. Commercial development of any kind will only occur in the event that sufficient quantities of ore containing economic concentrations of Uranium or other mineral resources are discovered. If in the future a discovery is made, substantial financial resources will be required to establish ore reserves. Additional substantial financial resources will be required to develop mining and processing for any ore reserves that may be discovered. If the Company is unable to finance the establishment of ore reserves or the development of mining and processing facilities it will be required to sell all or a portion of its interest in such property to one or more parties capable of financing such development.

Exploration Activities

The Company is focused on exploring and developing its Uranium property located in the

Elliot Lake area, Ontario.

The Ateba Property is located in the Sault Ste. Marie Mining Division in Joubin and Gunterman townships.

The property comprises 25 contiguous patented mining claims, where all patented mining rights are registered 100% in the name of Ateba.

The Property is located on the southern limb of the Quirk Lake Syncline. In the Elliot Lake area, uranium ore is found within pyritiferous quartz-pebble conglomerates in the Matinenda Formation of the Elliot Lake Group.

The ore-bearing conglomerates consist of well-rounded, well-sorted quartz pebbles or cobles set in a matrix of quartz, feldspar, and sericite, and have a pyrite content of 6-10%. The Elliot Lake camp has produced more than 270 million pounds of U3O8 from vast, strata-bound deposits.

Diamond drilling in the mid 1950’s (1953-54) by Abeta Mining Corp., and again in 1977 by Lac Minerals outlined a deposit with reported historic reserves of 12,992,000 tons with an average diluted grade of 0.75 lbs. U3O8 per ton (Robertson, 1977). These ore reserve calculations do not conform to the current 43-101 standards.

It has been concluded that the Ateba Property is an excellent early-stage advanced exploration project for paleoplacer uranium mineralization. The previously encountered mineralization and historical mineral resource is of sufficient merit to justify further exploration on the Property.

To advance the Elliot Lake Property, a 43-101 recommended report suggests the implementation of an exploration program at an estimated cost of CAD $514,800. The previously reported budget of $686,000 was a part of an earlier draft of the Company’s most recent NI 43-101F1 report and was mistakenly included in the Company’s financial documents.

The correct budget appears in the final version of the NI 43-101F1 report which has now been filed on SEDAR. These numbers will be updated in all of the Company’s future financial information.

Results of Operations

Summary of Quarterly Results

Selected financial information for the eight quarters as follows:

Liquidity and Capital Resources

$106,052 was used in operations in the three month period ended September 30, 2008; about two thirds of this amount was spent on expenses; the remainder was incurred in paying down accounts payable. $289,825 was used in operations in the nine months ended September 30, 2008; $50,000 to repay its loan payable, about $26,000 on consulting fees for updating its 43-101; the remainder was spent on expenses and paying down its accounts payable.

The Company raised $800,600 in February, 2008 on a private placement for 80,060,000 common shares at a price of $0.01 per share and $292,000 in May 2008 on a second private placement of 9,733,333 common shares at a price of $0.03.

The Company intends to convert $265,722 of debt into common shares after the Ontario and other provincial Securities Commissions permanently lift their Cease Trade Orders.

The Company’s ability to maintain its working capital and continue as a going concern is dependant on its ability to secure additional equity and other financing.

Related-party Transactions

Cognate Engineering Services Inc., $18,000 and $33,000 for administration fees for the three and nine month periods ended September 30, 2008, respectively. Cognate is owned by a director of the Company.

Disclosure of Outstanding Share Data, September 30, 2008

November 7, 2008

John Kennedy - Chief Financial Officer

Revised December 4, 2008

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