Ontex Resources Limited(An Exploration Company)

Management’s Discussion and Analysis For the Three and Nine Months Ended September 30, 2009

----Page 3 - ----The 2008 drilling expanded the mineral resources along strike by 200 meters towards the east. The main Brookbank Gold Deposit model gold mineralization was determined to extend over a strike length of 800 meters and to a depth of over 800 meters. Scott Wilson RPA recommended 58 strategically designed holes be drilled on the Brookbank Property to add gold resources to inventory and to upgrade Inferred resources to the Indicated category. ---.Metallurgical testing has shown that about 96% of the gold can be liberated by a simple Cyanide leach process.

The Company 2009 field program initial plans were to incur approximately $2,350,000 in exploration expenditures on the Brookbank property principally in the Brookbank, Cherbourg and Foxear gold mineralized corridor with the aim of expanding the known gold resources in this area. The field work was planned to principally comprise diamond drilling with some prospecting-geology. Currently the company has ramped up exploration and is embarking on its the most aggressive program to date as it continues to expand the resources at its 100% owned Brookbank Gold Deposit and is seeking additional Brookbank style gold deposits on its 35 km strike length property. The Company mobilized a second diamond drill and a geological team is actively reviewing old maps and reports and compiling the data to look for other potential exploration targets.

As reported in a press release dated July 9, 2009, ten diamond drill holes, including one wedge hole, totaling 5,057 meters have been completed and assays received on the 2009, 15,000 meter diamond drill program which began in late March. The initial drilling targeted the Brookbank Gold Deposit to expand the known resource on the west flank of the deposit, on the east flank and at a depth about 950 meters. All 10 holes completed intersected gold mineralization.

Drill holes B-09-01, B-09-02, B-09-03 were step out holes targeting west of the Brookbank Zone between 50 meters and 200 meters below the surface horizon. The Hanging Wall and Main Zones are about 15 meters apart in the core (8 meters true width) in hole B-09-02. Hole B-09-04 targeted the Brookbank Zone on the east side of the deposit at about the 250 meter depth. Holes B-09-05, B-09-05WD and B-09-07 targeted the Brookbank structure about 950 meters below the surface horizon. The wedge hole B-09-07WD, targeting an additional 50 meters to the west of B-09-07. Holes B-09-06, B-09-08 and B-09-09 targeted the main Brookbank Zone at depths below the surface horizon between 250 and 350 meters. The holes were drilled to increase the confidence in the known mineralization by decreasing the distance between adjacent drill hole intercepts to less than 50 meters apart----.

Page - 4 – Subsequent to the July 9, 2009 press release the Company has completed an additional 27 drill holes. This included three wedges (B-09-07WD, B-19-18WA and B-09-18WB) off the deep holes B-09-07 and B-09-18 respectively, which targeted the Brookbank Zone between 800 meters and 1,100 meters depth below surface. Holes B-09-10 to B-09-23 inclusive and B-09-26 to B-09-28 inclusive targeted the periphery of the Brookbank Gold Deposit between 200 meters and 650 meters below surface. Holes B-09-24, B-09-25 and B-09-29 to B-09-32 inclusive were shallow holes which targeted potential gold mineralization in structures to the east of the main Brookbank Gold Deposit within the hanging wall volcanics. These shallow holes were not targeted to and did not extend to the main Brookbank structure within the volcanic-sediment contact.

To date in 2009, the Company has completed 38 diamond drill holes totaling 15,918 meters on the Brookbank gold property and continues to drill with two drills and advance the project. ----.