6-K - NEWP - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OFTHE SECURITIES EXCHANGE ACT OF 1934

For the month of: February, 2023

Commission File No. 001-40381

NEW PACIFIC METALS CORP.

(Translation of registrant’s name into English)

Suite 1750 - 1066 W. Hastings Street

Vancouver BC, Canada V6E 3X1

(Address of principal executive office)

[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F]

Form 20-F [ ] Form 40-F [X]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is “submitting” the Form 6-K in paper as permitted by Regulation S-T “Rule” 101(b)(7) [ ]

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: February 7, 2023	NEW PACIFIC METALS CORP.
	“Jalen Yuan”
	Jalen Yuan
	Chief Financial Officer

EXHIBIT INDEX

EXHIBITS 99.1 AND 99.2 INCLUDED WITH THIS REPORT ARE HEREBY INCORPORATED BY REFERENCE AS EXHIBITS TO THE REGISTRANT’S REGISTRATION STATEMENT ON FORM F-10 (FILE NO. 333-257344), AS AMENDED AND SUPPLEMENTED, AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

EXHIBIT	DESCRIPTION OF EXHIBIT
99.1	New Pacific Metals Corp. Financial Statements for the period ended December 31, 2022
99.2	New Pacific Metals Corp. MD&A for the period ended December 31, 2022
99.3	Form 52-109F2 Certificate of Interim Filings – full certificate – CEO
99.4	Form 52-109F2 Certificate of Interim Filings – full certificate – CFO

 Exhibit 99.1

Exhibit 99.1

unauditedcondensed consolidated interim financial statements

For the three and six months ended December 31, 2022 and 2021

(Expressed in US Dollars)

NewPacific Metals Corp.

UnauditedCondensed Consolidated Interim Statements of Financial Position

(Expressedin US dollars)

	Notes	December 31,<br> 2022			June 30, 2022
ASSETS
Current Assets
Cash		$	17,312,883		$	29,322,504
Short-term investments			159,677			192,398
Receivables	6		212,449			3,193,926
Deposits and prepayments			853,481			479,266
			18,538,490			33,188,094
Non-current Assets
Other tax receivable	3		4,889,407			3,631,796
Equity investments			300,281			496,741
Plant and equipment	5		1,433,448			1,462,848
Mineral property interests	6		95,960,603			85,298,776
TOTAL ASSETS		$	121,122,229		$	124,078,255
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable and accrued liabilities		$	4,036,600		$	3,492,269
Due to a related party	7		91,583			377,031
			4,128,183			3,869,300
Total Liabilities			4,128,183			3,869,300
Equity
Share capital	8		154,645,587			153,707,576
Share-based payment reserve			17,012,560			15,395,486
Accumulated other comprehensive income			9,907,236			11,704,949
Deficit			(64,483,758	)		(60,527,857	)
Total equity attributable to the equity holders of the Company			117,081,625			120,280,154
Non-controlling interests	9		(87,579	)		(71,199	)
Total Equity			116,994,046			120,208,955
TOTAL LIABILITIES AND EQUITY		$	121,122,229		$	124,078,255

Approved on behalf of the Board:

(Signed) Maria Tang
Director
(Signed) Rui Feng
Director

See accompanying notes to the unaudited condensed consolidated interim financial statements

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NewPacific Metals Corp.

UnauditedCondensed Consolidated Interim Statements of Loss

(Expressedin US dollars)

		Three Months Ended <br><br>December 31,						Six Months Ended <br><br>December 31,
	Notes	2022			2021			2022			2021
Operating expense
Project evaluation and corporate development		$	(77,561	)	$	(146,055	)	$	(186,097	)	$	(249,530	)
Depreciation			(51,181	)		(69,486	)		(106,192	)		(81,447	)
Filing and listing			(85,108	)		(52,844	)		(205,226	)		(170,113	)
Investor relations			(128,832	)		(103,575	)		(268,349	)		(235,999	)
Professional fees			(61,730	)		(41,314	)		(170,526	)		(299,290	)
Salaries and benefits			(430,404	)		(415,104	)		(759,574	)		(857,552	)
Office and administration			(352,921	)		(307,900	)		(719,797	)		(597,251	)
Share-based compensation	8(b)		(739,971	)		(228,512	)		(1,570,829	)		(470,139	)
			(1,927,708	)		(1,364,790	)		(3,986,590	)		(2,961,321	)
Other income (expense)
Net income from investments	4	$	83,455		$	131,471		$	41,781		$	83,552
Foreign exchange (loss) gain			(28,750	)		(63,527	)		(13,857	)		200,844
			54,705			67,944			27,924			284,396
Net loss		$	(1,873,003	)	$	(1,296,846	)	$	(3,958,666	)	$	(2,676,925	)
Attributable to:
Equity holders of the Company		$	(1,870,718	)	$	(1,295,940	)	$	(3,955,901	)	$	(2,674,167	)
Non-controlling interests	9		(2,285	)		(906	)		(2,765	)		(2,758	)
Net loss		$	(1,873,003	)	$	(1,296,846	)	$	(3,958,666	)	$	(2,676,925	)
Loss per share attributable to the equity holders of the Company
Loss per share - basic and diluted		$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.02	)
Weighted average number of common shares - basic and diluted			156,864,738			155,536,770			156,774,814			155,122,358

See accompanying notes to the unaudited condensed consolidated interim financial statements

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New Pacific Metals Corp.

Unaudited Condensed ConsolidatedInterim Statements of Comprehensive (Loss) Income

(Expressed in US dollars)

	Three month ended<br> December 31,						Six month ended<br> December 31,
	2022			2021			2022			2021
Net loss	$	(1,873,003	)	$	(1,296,846	)	$	(3,958,666	)	$	(2,676,925	)
Other comprehensive income (loss), net of taxes:
Items that may subsequently be reclassified to net income or loss:
Currency translation adjustment, net of tax of nil		422,167			324,985			(1,811,328	)		(1,157,747	)
Other comprehensive income (loss), net of taxes	$	422,167		$	324,985		$	(1,811,328	)	$	(1,157,747	)
Attributable to:
Equity holders of the Company	$	408,240		$	315,733		$	(1,797,713	)	$	(1,166,295	)
Non-controlling interests		13,927			9,252			(13,615	)		8,548
Other comprehensive inncome (loss), net of taxes	$	422,167		$	324,985		$	(1,811,328	)	$	(1,157,747	)
Total comprehensive loss, net of taxes	$	(1,450,836	)	$	(971,861	)	$	(5,769,994	)	$	(3,834,672	)
Attributable to:
Equity holders of the Company	$	(1,462,478	)	$	(980,207	)	$	(5,753,614	)	$	(3,840,462	)
Non-controlling interests		11,642			8,346			(16,380	)		5,790
Total comprehensive loss, net of taxes	$	(1,450,836	)	$	(971,861	)	$	(5,769,994	)	$	(3,834,672	)

All values are in US Dollars.

See accompanying notes to the unaudited condensed consolidated interim financial statements

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New Pacific Metals Corp.

Unaudited Condensed ConsolidatedInterim Statements of Cash Flows

(Expressed in US dollars)

		Three Months Ended<br><br>December 31,						Six Months Ended<br><br> December 31,
	Notes	2022			2021			2022			2021
Operating activities
Net loss		$	(1,873,003	)	$	(1,296,846	)	$	(3,958,666	)	$	(2,676,925	)
Add (deduct) items not affecting cash:
Net income from investments	4		(83,455	)		(131,471	)		(41,781	)		(83,552	)
Depreciation			51,181			69,486			106,192			81,447
Share-based compensation	8(b)		760,520			231,835			1,614,858			480,148
Unrealized foreign exchange loss (gain)			28,750			63,527			13,857			(200,844	)
Changes in non-cash operating working capital	13		(552,609	)		(577,065	)		(1,094,264	)		616,926
Interests received	4		116,582			24,974			250,224			52,811
Net cash used in operating activities			(1,552,034	)		(1,615,560	)		(3,109,580	)		(1,729,989	)
Investing activities
Mineral property interest
Capital expenditures			(5,413,239	)		(2,645,235	)		(9,502,583	)		(5,307,584	)
Proceeds on disposals	6		-			-			2,986,188			-
Plant and equipment
Additions			(60,437	)		(3,180	)		(80,143	)		(168,784	)
Changes in other tax receivable			(671,427	)		(280,778	)		(1,257,611	)		(593,273	)
Net cash used in investing activities			(6,145,103	)		(2,929,193	)		(7,854,149	)		(6,069,641	)
Financing activities
Proceeds from issuance of common shares			233,614			213,238			260,517			918,898
Net cash provided by financing activities			233,614			213,238			260,517			918,898
Effect of exchange rate changes on cash			274,126			163,587			(1,306,409	)		(785,649	)
Decrease in cash			(7,189,397	)		(4,167,928	)		(12,009,621	)		(7,666,381	)
Cash, beginning of the period			24,502,280			42,943,029			29,322,504			46,441,482
Cash, end of the period		$	17,312,883		$	38,775,101		$	17,312,883		$	38,775,101
Supplementary cash flow information	13

See accompanying notes to the unaudited condensed consolidated interim financial statements

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New Pacific Metals Corp.

UnauditedCondensed Consolidated Interim Statements of Change in Equity

(Expressed in US dollars)

****	****	Share capital				****		****	****		****	****		****	Total equity		****	****		****	****		****
****	Notes	Number of common shares issued		Amount		Share-based payment reserve		****	Accumulated other comprehensive income		****	Deficit		****	attributable to the equity holders of the Company		****	Non- controlling interests		****	Total equity		****
Balance,<br> July 1, 2021			154,451,263	$	149,629,543	$	16,564,197		$	13,641,379		$	(54,106,972	)	$	125,728,147		$	(3,590	)	$	125,724,557
Options<br> exercised			1,052,331		1,374,343		(455,445	)		-			-			918,898			-			918,898
Restricted<br> share units distributed			243,592		978,254		(978,254	)		-			-			-			-			-
Share-based<br> compensation			-		-		609,495			-			-			609,495			-			609,495
Net<br> loss			-		-		-			-			(2,674,167	)		(2,674,167	)		(2,758	)		(2,676,925	)
Currency<br> translation adjustment			-		-		-			(1,166,295	)		-			(1,166,295	)		8,548			(1,157,747	)
Balance,<br> December 31, 2021			155,747,186	$	151,982,140	$	15,739,993		$	12,475,084		$	(56,781,139	)	$	123,416,078		$	2,200		$	123,418,278
Options<br> exercised			786,000		1,303,552		(439,555	)		-			-			863,997			-			863,997
Restricted<br> share units distributed			98,641		421,884		(421,884	)		-			-			-			-			-
Share-based<br> compensation			-		-		516,932			-			-			516,932			-			516,932
Net<br> loss			-		-		-			-			(3,746,718	)		(3,746,718	)		(48,025	)		(3,794,743	)
Currency<br> translation adjustment			-		-		-			(770,135	)		-			(770,135	)		(25,374	)		(795,509	)
Balance,<br> June 30, 2022			156,631,827	$	153,707,576	$	15,395,486		$	11,704,949		$	(60,527,857	)	$	120,280,154		$	(71,199	)	$	120,208,955
Options<br> exercised	8(b)		230,000		403,961		(143,444	)		-			-			260,517			-			260,517
Restricted<br> share units distributed	8(b)		169,115		534,050		(534,050	)		-			-			-			-			-
Share-based<br> compensation	8(b)		-		-		2,294,568			-			-			2,294,568			-			2,294,568
Net<br> loss			-		-		-			-			(3,955,901	)		(3,955,901	)		(2,765	)		(3,958,666	)
Currency<br> translation adjustment			-		-		-			(1,797,713	)		-			(1,797,713	)		(13,615	)		(1,811,328	)
Balance,<br> December 31, 2022			157,030,942	$	154,645,587	$	17,012,560		$	9,907,236		$	(64,483,758	)	$	117,081,625		$	(87,579	)	$	116,994,046

See accompanying notes to the unaudited condensed consolidated interim financial statements

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New Pacific Metals Corp.

UnauditedCondensed Consolidated Interim Statements of Change in Equity

(Expressed in US dollars)

1.	CORPORATE INFORMATION

New Pacific Metals Corp. along with its subsidiaries (collectively, the “Company” or “New Pacific”) is a Canadian mining issuer engaged in exploring and developing mineral properties in Bolivia. The Company is in the stage of exploring and advancing the development of its mineral properties and has not yet determined if they contain economically recoverable Mineral Reserves. The underlying value and the recoverability of the amounts shown for mineral properties are entirely dependent upon the existence of recoverable Mineral Reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of the mineral properties, and future profitable production or proceeds from the disposition of the mineral property interests.

The Company is publicly listed on the Toronto Stock Exchange (“TSX”) under the symbol “NUAG” and on the NYSE American stock exchange (“NYSE-A”) under the symbol “NEWP”. The head office, registered address and records office of the Company are located at 1066 Hastings Street, Suite 1750, Vancouver, British Columbia, Canada, V6E 3X1.

2.	SIGNIFICANT ACCOUNTING POLICIES

(a)	Statement of Compliance and Basis of Preparation

These unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34 – Interim Financial Reporting(“IAS 34”) of the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended June 30, 2022. These unaudited condensed consolidated interim financial statements follow the same significant accounting policies set out in Note 2 to the audited consolidated financial statements for the year ended June 30, 2022.

These unaudited condensed consolidated interim financial statements have been prepared on a going concern basis.

The unaudited condensed consolidated interim financial statements of the Company as at and for the three and six months ended December 31, 2022 were approved and authorized for issuance in accordance with a resolution of the Board of Directors (the “Board”) dated on February 6, 2023.

(b)	Basis of Consolidation

These unaudited condensed consolidated interim financial statements include the accounts of the Company and its wholly or partially owned subsidiaries.

Subsidiaries are consolidated from the date on which the Company obtains control up to the date of the disposition of control. Control is achieved when the Company has power over the subsidiary, is exposed or has rights to variable returns from its involvement with the subsidiary, and has the ability to use its power to affect its returns. For non-wholly-owned subsidiaries over which the Company has control, the net assets attributable to outside equity shareholders are presented as “non-controlling interests” in the equity section of the consolidated statements of financial position. Net income or loss for the period that is attributable to the non-controlling interests is calculated based on the ownership of the non-controlling interest shareholders in the subsidiary.

Page | 6

New Pacific Metals Corp.

UnauditedCondensed Consolidated Interim Statements of Change in Equity

(Expressed in US dollars)

Balances, transactions, income and expenses between the Company and its subsidiaries are eliminated on consolidation.

Details of the Company’s significant subsidiaries which are consolidated are as follows:

			Proportion of ownership <br><br>interest held
Name of subsidiaries	Principal activity	Country of incorporation	December 31, 2022			June 30,<br><br>2022			Mineral properties
New Pacific Offshore Inc.	Holding company	BVI (i)		100	%		100	%
SKN Nickel & Platinum Ltd.	Holding company	BVI		100	%		100	%
Glory Metals Investment Corp. Limited	Holding company	Hong Kong		100	%		100	%
New Pacific Investment Corp. Limited	Holding company	Hong Kong		100	%		100	%
New Pacific Andes Corp. Limited	Holding company	Hong Kong		100	%		100	%
Fortress Mining Inc.	Holding company	BVI		100	%		100	%
Minera Alcira S.A.	Mining company	Bolivia		100	%		100	%	Silver Sand
NPM Minerales S.A.	Mining company	Bolivia		100	%		100	%
Colquehuasi S.R.L.	Mining company	Bolivia		100	%		100	%	Silverstrike
Minera Hastings S.R.L.	Mining company	Bolivia		100	%		100	%	Carangas
Qinghai Found Mining Co., Ltd.	Mining company	China		82	%		82	%
(i)	British Virgin Islands (“BVI”)
---	---
3.	OTHER TAX RECEIVABLE
---	---

Other tax receivable is comprised of value-added tax (“VAT”) imposed by the Bolivian government. The Company had VAT inputs through its exploration costs and general expenses incurred in Bolivia. These VAT inputs are deductible against potential future VAT outputs that will be generated through mining production sales.

4.	NET INCOME FROM INVESTMENTS

Net income from investments consists of:

****	Three Months EndedDecember 31,					Six Months EndedDecember 31,
	2022			2021		2022			2021
Fair value change on equity investments	$	(3,569	)	$	74,762	$	(175,291	)	$	4,806
Fair value change on bonds		(29,552	)		31,735		(33,152	)		25,935
Interest income		116,576			24,974		250,224			52,811
Net income from investments	$	83,455		$	131,471	$	41,781		$	83,552

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New Pacific Metals Corp.

UnauditedCondensed Consolidated Interim Statements of Change in Equity

(Expressed in US dollars)

5.	PLANT AND EQUIPMENT

Cost	Land and<br> building		Machinery			Motor vehicles			Office equipment and furniture			Computer<br> software			Total
Balance, July 1, 2021	$	630,000	$	202,247		$	242,582		$	315,241		$	201,735		$	1,591,805
Additions		-		135,450			349,929			53,171			-			538,550
Disposals		-		(5,768	)		(13,486	)		(21,292	)		(269	)		(40,815	)
Reclassifed among asset groups		-		76,426			-			(76,426	)		-			-
Foreign currency translation impact		-		3			7			(4,330	)		(7,692	)		(12,012	)
Balance, June 30, 2022	$	630,000	$	408,358		$	579,032		$	266,364		$	193,774		$	2,077,528
Additions		-		66,574			-			13,569			-			80,143
Foreign currency translation impact		-		-			-			(5,387	)		(9,414	)		(14,801	)
Balance, December 31, 2022	$	630,000	$	474,932		$	579,032		$	274,546		$	184,360		$	2,142,870
Accumulated depreciation and amortization
Balance, July 1, 2021	$	-	$	(72,071	)	$	(137,584	)	$	(135,591	)	$	(127,920	)	$	(473,166	)
Depreciation		-		(44,169	)		(66,854	)		(38,907	)		(24,077	)		(174,007	)
Disposals		-		2,602			5,869			15,502			230			24,203
Foreign currency translation impact		-		(2	)		(3	)		2,996			5,299			8,290
Balance, June 30, 2022	$	-	$	(113,640	)	$	(198,572	)	$	(156,000	)	$	(146,468	)	$	(614,680	)
Depreciation		-		(27,292	)		(51,904	)		(19,366	)		(7,630	)		(106,192	)
Foreign currency translation impact		-		-			-			4,205			7,245			11,450
Balance, December 31, 2022	$	-	$	(140,932	)	$	(250,476	)	$	(171,161	)	$	(146,853	)	$	(709,422	)
Carrying amount
Balance, June 30, 2022	$	630,000	$	294,718		$	380,460		$	110,364		$	47,306		$	1,462,848
Balance, December 31, 2022	$	630,000	$	334,000		$	328,556		$	103,385		$	37,507		$	1,433,448

6.	MINERAL PROPERTY INTERESTS

The continuity schedule of mineral property acquisition costs and deferred exploration and development costs are summarized as follows:

Cost	Silver Sand			Silverstrike			Carangas			RZY Project			Total
Balance, July 1, 2021	$	69,245,500		$	3,163,304		$	255,250		$	2,871,368		$	75,535,422
Capitalized exploration expenditures
Reporting and assessment		353,109			40			-			-			353,149
Drilling and assaying		4,990,082			1,625			3,752,094			-			8,743,801
Project management and support		1,917,060			45,773			1,020,422			-			2,983,255
Camp service		364,507			61,578			443,810			-			869,895
Geological surveys		-			25,508			-			-			25,508
Permit and license		14,529			7,554			7,812			-			29,895
Disposition		-			-			-			(3,071,240	)		(3,071,240	)
Foreign currency impact		(316,189	)		(36,150	)		(18,442	)		199,872			(170,909	)
Balance, June 30, 2022	$	76,568,598		$	3,269,232		$	5,460,946		$	-		$	85,298,776
Capitalized exploration expenditures
Reporting and assessment		459,310			-			-			-			459,310
Drilling and assaying		1,771,973			881,350			4,828,216			-			7,481,539
Project management and support		1,534,692			136,807			611,143			-			2,282,642
Camp service		270,173			127,333			409,274			-			806,780
Permit and license		161,381			-			-			-			161,381
Foreign currency impact		(434,686	)		(45,260	)		(49,879	)		-			(529,825	)
Balance, December 31, 2022	$	80,331,441		$	4,369,462		$	11,259,700		$	-		$	95,960,603

Page | 8

New Pacific Metals Corp.

UnauditedCondensed Consolidated Interim Statements of Change in Equity

(Expressed in US dollars)

(a)	Silver Sand Project

On July 20, 2017, the Company acquired the Silver Sand Project. The Project is located in the Colavi District of the Potosí Department, in Southwestern Bolivia, 35 kilometres (“km”) northeast of Potosí City, the department capital. The project covers an area of approximately 5.42 km^2^ at an elevation of 4,072 metres (“m”) above sea level.

For the three and six months ended December 31, 2022, total expenditures of $1,700,593 and $4,197,529, respectively (three and six months ended December 31, 2021 - $1,216,427 and $3,421,960, respectively) were capitalized under the project.

(b)	Carangas Project

In April 2021, the Company signed an agreement with a private Bolivian company to acquire a 98% interest in the Carangas Project. The project is located approximately 180 km southwest of the city of Oruro and within 50 km from Bolivia’s border with Chile. The private Bolivian company is 100% owned by Bolivian nationals and holds title to the two exploration licenses that cover an area of 6.25 km^2^.

Under the agreement, the Company is required to cover 100% of the future expenditures on exploration, mining, development, and production activities for the project. The agreement has a term of 30 years and is renewable for an additional 15 years.

For the three and six months ended December 31, 2022, total expenditures of $2,871,725 and $5,848,633, respectively (three and six months ended December 31, 2021 - $1,425,166 and $1,971,108, respectively) were capitalized under the project.

(c)	Silverstrike Project

In December 2019, the Company acquired a 98% interest in the Silverstrike Project from a private Bolivian corporation. The project covers an area of approximately 13 km^2^ and is located approximately 140 km southwest of the city of La Paz, Bolivia.

For the three and six months ended December 31, 2022, total expenditures of $702,839 and $1,145,490, respectively (three and six months ended December 31, 2021 - $9,057 and $10,805, respectively) were capitalized under the project.

(d)	RZY Project

The RZY Project, located in Qinghai, China is an early stage silver-lead-zinc exploration project. The RZY Project is located approximately 237 km from the city of Yushu Tibetan Autonomous Prefecture. In 2016, the Qinghai Government issued a moratorium which suspended exploration for 26 mining projects in the region, including the RZY Project, and classified the region as a National Nature Reserve Area.

During Fiscal 2020, the Company’s subsidiary, Qinghai Found Mining Co., Ltd. (“Qinghai Found”), reached a compensation agreement with the Qinghai Government for the RZY Project. Pursuant to the agreement, Qinghai Found will surrender its title to the RZY Project to the Qinghai Government for one-time cash compensation of $2.99 million (RMB ¥20 million) (the “RZY compensation transaction”).

On June 25, 2022, the Qinghai Government completed its approval process of the RZY compensation transaction. As a result, the Company disposed its RZY Project for cash consideration of $2,986,188 (RMB ¥20 million), which was included in the receivables balance as at June 30, 2022 and was received in full during the six months ended December 31, 2022.

Page | 9

New Pacific Metals Corp.

UnauditedCondensed Consolidated Interim Statements of Change in Equity

(Expressed in US dollars)

7.	RELATED PARTY TRANSACTIONS

Related party transactions are made on terms agreed upon by the related parties. The balances with related parties are unsecured, non-interest bearing, and due on demand. Related party transactions not disclosed elsewhere in the unaudited condensed consolidated interim financial statements are as follows:

Due to a related party	December 31,<br><br> 2022		June 30,<br><br> 2022
Silvercorp Metals Inc.	$	91,583	$	377,031

(a) Silvercorp Metals Inc. (“Silvercorp”) has one director and one officer in common with the Company. Silvercorp and the Company share office space and Silvercorp provides various general and administrative services to the Company. The Company expects to continue making payments to Silvercorp in the normal course of business. Expenses in office and administration rendered and incurred by Silvercorp on behalf of the Company for the three and six months ended December 31, 2022 were $239,345 and $481,598, respectively (three and six months ended December 31, 2021 - $184,268 and $360,344, respectively).

During the year ended June 30, 2022, the Company’s subsidiary Qinghai Found borrowed $283,688 (RMB ¥1.9 million) from one of Silvercorp’s subsidiaries in China to facilitate the closure of the RZY compensation transaction. During the six months ended December 31, 2022, the loan plus interest of $23,422 were repaid in full.

(b)	Compensation of key<br> management personnel

The remuneration of directors and other key management personnel for the three and six months ended December 31, 2022 and 2021 are as follows:

	Three months ended<br><br> December 31,				Six months ended<br><br> December 31,
	2022		2021		2022		2021
Director’s cash compensation	$	14,722	$	26,443	$	30,041	$	52,237
Director’s share-based compensation		196,148		75,721		430,760		178,769
Key management’s cash compensation		220,847		260,093		350,268		494,420
Key management’s share-based compensation		481,755		58,778		1,048,095		141,359
	$	913,472	$	421,035		1,859,095	$	866,785

Other than as disclosed above, the Company does not have any ongoing contractual or other commitments resulting from transactions with related parties.

Page | 10

New Pacific Metals Corp.

UnauditedCondensed Consolidated Interim Statements of Change in Equity

(Expressed in US dollars)

8.	SHARE CAPITAL

(a)	Share Capital - authorizedshare capital

The Company’s authorized share capital consists of an unlimited number of common shares without par value.

(b)	Share-based compensation

The Company has a share-based compensation plan (the “Plan”) under which the Company may issue stock options and restricted share units (“RSUs”). The maximum number of common shares to be reserved for issuance on any share-based compensation under the Plan is a rolling 10% of the issued and outstanding common shares from time to time.

For the three and six months ended December 31, 2022, a total of $739,971 and $1,570,829 respectively (three and six months ended December 31, 2021 - $228,512 and $470,139, respectively) was recorded as share-based compensation expense.

For the three and six months ended December 31, 2022, a total of $20,549 and $44,029, respectively (three and six months ended December 31, 2021 - $3,323 and $10,009, respectively) was included in the project evaluation and corporate development expense.

For the three and six months ended December 31, 2022, a total of $315,571 and $679,710, respectively (three and six months ended December 31, 2021 - $36,509 and $129,347, respectively) was capitalized under mineral property interests.

(i)	Stock Options

The continuity schedule of stock options, as at December 31, 2022, is as follows:

****		****
Balance, July 1, 2021	3,115,832
Options Granted	2,702,000
Options exercised	(1,838,331	)
Options cancelled/forfeited	(317,334	)
Balance, June 30, 2022	3,662,167
Options exercised	(230,000	)
Options cancelled/forfeited	(65,000	)
Balance, December 31, 2022	3,367,167

All values are in US Dollars.

Page | 11

New Pacific Metals Corp.

UnauditedCondensed Consolidated Interim Statements of Change in Equity

(Expressed in US dollars)

The following table summarizes information about stock options outstanding as of December 31, 2022:


989,167	1.14	989,167
813,000	4.10	135,499
56,000	4.15	9,333
1,509,000	4.43	251,503
3,367,167	3.38	1,385,502

All values are in US Dollars.

Subsequent to December 31, 2022, a total of 15,000 options with an exercise price of CAD$2.15 were exercised for proceeds of $24,030.

Subsequent to December 31, 2022, a total of 1,136,000 stock options with a life of five years were granted to directors, officers, and employees at exercise prices of CAD$3.42 to CAD$3.67 per share subject to a vesting schedule over a three-year term with 1/6 of the options vesting every 6 months after the date of grant until fully vested.

(ii)	RSUs

The continuity schedule of RSUs, as at December 31, 2022, is as follows:

****		****
Balance, July 1, 2021	794,900
Granted	1,299,000
Cancelled/forfeited	(274,451	)
Distributed	(342,233	)
Balance, June 30, 2022	1,477,216
Cancelled/forfeited	(29,133	)
Distributed	(169,115	)
Balance, December 31, 2022	1,278,968

All values are in US Dollars.

Subsequent to December 31, 2022, a total of 3,333 RSUs with a grant date closing price of CAD$4.00 were distributed.

Subsequent to December 31, 2022, a total of 887,000 RSUs were granted to directors, officers, and employees at grant date closing prices of CAD$3.42 to CAD$3.67 per share subject to a vesting schedule over a three-year term with 1/6 of the RSUs vesting every 6 months after the date of grant until fully vested.

Page | 12

New Pacific Metals Corp.

UnauditedCondensed Consolidated Interim Statements of Change in Equity

(Expressed in US dollars)

9.	NON-CONTROLLING INTEREST
****	Qinghai Found		****
---	---	---	---
Balance, July 1, 2021	$	(3,590	)
Share of net loss		(50,783	)
Share of other comprehensive loss		(16,826	)
Balance, June 30, 2022	$	(71,199	)
Share of net loss		(2,765	)
Share of other comprehensive loss		(13,615	)
Balance, December 31, 2022	$	(87,579	)

As at December 31, 2022 and June 30, 2022, the non-controlling interest in the Company’s subsidiary Qinghai Found was 18%.

10.	FINANCIAL INSTRUMENTS

The Company manages its exposure to financial risks, including liquidity risk, foreign exchange rate risk, interest rate risk, credit risk, and equity price risk in accordance with its risk management framework. The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework and reviews the Company’s policies on an ongoing basis.

(a)	Fair Value

The Company classifies its fair value measurements within a fair value hierarchy, which reflects the significance of inputs used in making the measurements as defined in IFRS 13 – Fair Value Measurement (“IFRS 13”).

Level 1 – Unadjusted quoted prices at the measurement date for identical assets or liabilities in active markets.

Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Unobservable inputs which are supported by little or no market activity.

Page | 13

New Pacific Metals Corp.

UnauditedCondensed Consolidated Interim Statements of Change in Equity

(Expressed in US dollars)

The following table sets forth the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy as at December 31, 2022 and June 30, 2022 that are not otherwise disclosed. As required by IFRS 13, financial assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

****	Fair value as at December 31, 2022
Recurring measurements	Level 1		Level 2		Level 3		Total
Financial Assets	****		****		****		****
Cash	$	17,312,883	$	-	$	-	$	17,312,883
Short-term<br> investments	****	159,677	****	-	****	-	****	159,677
Equity<br> investments	****	300,281	****	-	****	-	****	300,281
	Fair value as at June 30, 2022
---	---	---	---	---	---	---	---	---
Recurring measurements	Level 1		Level 2		Level 3		Total
Financial Assets
Cash	$	29,322,504	$	-	$	-		29,322,504
Short-term investments		192,398		-		-		192,398
Equity investments		496,741		-		-		496,741

Fair value of other financial instruments excluded from the table above approximates their carrying amount as of December 31, 2022 and June 30, 2022, respectively.

There were no transfers into or out of Level 3 during the three and six months ended December 31, 2022.

(b)	Liquidity Risk

The Company has a history of losses and no operating revenues from its operations. Liquidity risk is the risk that the Company will not be able to meet its short term business requirements. As at December 31, 2022, the Company had a working capital position of $14,410,307 and sufficient cash resources to meet the Company’s short-term financial liabilities and its planned exploration expenditures on various projects in Bolivia for, but not limited to, the next 12 months.

In the normal course of business, the Company enters into contracts that give rise to commitments for future minimum payments. The following summarizes the remaining contractual maturities of the Company’s financial liabilities:

	December 31, 2022				June 30,<br><br> 2022
	Due within a year		Total		Total
Accounts<br> payable and accrued liabilities	$	4,036,600	$	4,036,600	$	3,492,269
Due to related party		91,583		91,583		377,031
	$	4,128,183	$	4,128,183	$	3,869,300

Page | 14

New Pacific Metals Corp.

UnauditedCondensed Consolidated Interim Statements of Change in Equity

(Expressed in US dollars)

(c)	Foreign Exchange Risk

The Company is exposed to foreign exchange risk when it undertakes transactions and holds assets and liabilities denominated in foreign currencies other than its functional currencies. The functional currency of the head office, Canadian subsidiaries and all intermediate holding companies is CAD. The functional currency of all Bolivian subsidiaries is USD. The functional currency of the Chinese subsidiary is RMB. The Company currently does not engage in foreign exchange currency hedging. The Company’s exposure to foreign exchange risk that could affect net income is summarized as follows:

Financial assets denominated in foreign currencies other than relevant functional currency	December 31, 2022		June 30,<br><br> 2022
United States dollars	$	1,029,843	$	468,714
Bolivianos	****	963,662		886,188
Total	$	1,993,505	$	1,354,902
Financial liabilities denominated in foreign currencies other than relevant functional currency
United States dollars	$	71,387	$	-
Bolivianos	****	1,795,976		1,619,261
Total	$	1,867,363	$	1,619,261

As at December 31, 2022, with other variables unchanged, a 1% strengthening (weakening) of the USD against the CAD would have increased (decreased) net income by approximately $9,600.

As at December 31, 2022, with other variables unchanged, a 1% strengthening (weakening) of the Bolivianos against the USD would have increased (decreased) net income by approximately $8,300.

(d)	Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company holds a portion of cash in bank accounts that earn variable interest rates. Due to the short-term nature of these financial instruments, fluctuations in market rates do not have significant impact on the fair values of the financial instruments as of December 31, 2022. The Company, from time to time, also owns guaranteed investment certificates (“GICs”) and bonds that earn interest payments at fixed rates to maturity. Fluctuation in market interest rates usually will have an impact on bond’s fair value. An increase in market interest rates will generally reduce bond’s fair value while a decrease in market interest rates will generally increase it. The Company monitors market interest rate fluctuations closely and adjusts the investment portfolio accordingly.

(e)	Credit Risk

Credit risk is the risk of financial loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company’s exposure to credit risk is primarily associated with cash, bonds, and receivables. The carrying amount of financial assets included on the statement of financial position represents the maximum credit exposure.

Page | 15

New Pacific Metals Corp.

UnauditedCondensed Consolidated Interim Statements of Change in Equity

(Expressed in US dollars)

The Company has deposits of cash that meet minimum requirements for quality and liquidity as stipulated by the Board. Management believes the risk of loss to be remote, as the majority of its cash are held with major financial institutions. Bonds by nature are exposed to more credit risk than cash. The Company manages its risk associated with bonds by only investing in large globally recognized corporations from diversified industries. As at December 31, 2022, the Company had a receivables balance of $212,449 (June 30, 2022 - $3,193,926). There were no material amounts in receivables which were past due on December 31, 2022 (June 30, 2022 - $nil).

(f)	Equity Price Risk

The Company holds certain marketable securities that will fluctuate in value as a result of trading on global financial markets. Based upon the Company’s portfolio at December 31, 2022, a 10% increase (decrease) in the market price of the securities held, ignoring any foreign exchange effects would have resulted in an increase (decrease) to net income of approximately $30,000.

11.	CAPITAL MANAGEMENT

The objectives of the capital management policy are to safeguard the Company’s ability to support exploration and operating requirements on an ongoing basis, continue the investment in high quality assets along with safeguarding the value of its mineral properties, and support any expansionary plans.

The capital of the Company consists of the items included in equity less cash and bonds. Risk and capital management are primarily the responsibility of the Company’s corporate finance function and is monitored by the Board. The Company manages the capital structure and makes adjustments depending on economic conditions. Significant risks are monitored and actions are taken, when necessary, according to the Company’s approved policies.

Page | 16

New Pacific Metals Corp.

UnauditedCondensed Consolidated Interim Statements of Change in Equity

(Expressed in US dollars)

12.	SEGMENTED INFORMATION

As at and for the six months ended December 31, 2022, the Company operates in four (as at and for the year ended June 30, 2022 – four) reportable segments, one being the corporate segment; the other three being the exploration and development segments based on the mineral properties in Bolivia. These reportable segments are components of the Company where separate financial information is available that is evaluated regularly by the Company’s Chief Executive Officer, the chief operating decision maker (“CODM”).

Effective July 1, 2022, the Company revised its reportable segments to reflect recent changes in the CODM’s way of reviewing and assessing the Company’s performance. As a result, the “Silver Sand”, “Carangas”, and “Silverstrike” mineral projects, which were previously included in the “Bolivia” segment, are separately presented. The previously presented “China” reportable segment is now being reported as part of the Corporate segment. The comparative information has been reclassified as a result of these changes.

(a)	Segment information for assets<br>and liabilities are as follows:
	December 31, 2022														****
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	****		****	Exploration and Development								****	****		****
	Corporate		****	Silver Sand		****	Carangas		****	Silverstrike		****	Total		****
Cash	$	16,681,964	****	$	344,331	****	$	208,231	****	$	78,357	****	$	17,312,883	****
Short-term investments	****	159,677	****	****	-	****	****	-	****	****	-	****	****	159,677	****
Equity investments	****	300,281	****	****	-	****	****	-	****	****	-	****	****	300,281	****
Plant and equipment	****	125,004	****	****	589,871	****	****	52,428	****	****	666,145	****	****	1,433,448	****
Mineral property interests	****	-	****	****	80,331,441	****	****	4,369,462	****	****	11,259,700	****	****	95,960,603	****
Other assets	****	719,863	****	****	3,644,975	****	****	1,387,072	****	****	203,427	****	****	5,955,337	****
Total Assets	$	17,986,789	****	$	84,910,618	****	$	6,017,193	****	$	12,207,629	****	$	121,122,229	****
Total Liabilities	$	(1,140,179	)	$	(542,655	)	$	(1,946,397	)	$	(498,952	)	$	(4,128,183	)
	June 30, 2022
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
				Exploration and Development
	Corporate			Silver Sand			Carangas			Silverstrike			Total
Cash	$	27,721,156		$	1,008,477		$	584,375		$	8,496		$	29,322,504
Short-term investments		192,398			-			-			-			192,398
Equity investments		496,741			-			-			-			496,741
Plant and equipment		86,901			665,207			40,275			670,465			1,462,848
Mineral property interests		-			76,568,598			5,460,946			3,269,232			85,298,776
Other assets		3,507,076			3,168,832			559,763			69,317			7,304,988
Total Assets	$	32,004,272		$	81,411,114		$	6,645,359		$	4,017,510		$	124,078,255
Total Liabilities	$	(1,693,443	)	$	(1,076,469	)	$	(1,092,415	)	$	(6,973	)	$	(3,869,300	)

Page | 17

New Pacific Metals Corp.

UnauditedCondensed Consolidated Interim Statements of Change in Equity

(Expressed in US dollars)

(b)	Segment information for operating<br>results are as follows:

	Three months ended December 31, 2022
				Exploration and Development
	Corporate			Silver Sand			Carangas			Silverstrike			Total
Project evaluation and corporate development	$	(77,561	)	$	-		$	-		$	-		$	(77,561	)
Salaries and benefits		(430,404	)		-			-			-			(430,404	)
Share-based compensation		(739,971	)		-			-			-			(739,971	)
Other operating expenses		(576,913	)		(66,958	)		(28,277	)		(7,624	)		(679,772	)
Total operating expenses		(1,824,849	)		(66,958	)		(28,277	)		(7,624	)		(1,927,708	)
Net income from investments		83,455			-			-			-			83,455
Foreign exchange loss		(28,750	)		-			-			-			(28,750	)
Net loss	$	(1,770,144	)	$	(66,958	)	$	(28,277	)	$	(7,624	)	$	(1,873,003	)
Attributed to:
Equity holders of the Company	$	(1,767,859	)	$	(66,958	)	$	(28,277	)	$	(7,624	)	$	(1,870,718	)
Non-controlling interests		(2,285	)		-			-			-			(2,285	)
Net loss	$	(1,770,144	)	$	(66,958	)	$	(28,277	)	$	(7,624	)	$	(1,873,003	)
	Three months ended December 31, 2021
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
				Exploration and Development
	Corporate			Silver Sand			Carangas			Silverstrike			Total
Project evaluation and corporate development	$	(146,055	)	$	-		$	-		$	-		$	(146,055	)
Salaries and benefits		(415,104	)		-			-			-			(415,104	)
Share-based compensation		(228,512	)		-			-			-			(228,512	)
Other operating expenses		(468,585	)		(86,798	)		(14,927	)		(4,809	)		(575,119	)
Total operating expense		(1,258,256	)		(86,798	)		(14,927	)		(4,809	)		(1,364,790	)
Net income from investments		131,471			-			-			-			131,471
Foreign exchange loss		(63,527	)		-			-			-			(63,527	)
Net loss	$	(1,190,312	)	$	(86,798	)	$	(14,927	)	$	(4,809	)	$	(1,296,846	)
Attributed to:
Equity holders of the Company	$	(1,189,406	)	$	(86,798	)	$	(14,927	)	$	(4,809	)	$	(1,295,940	)
Non-controlling interests		(906	)		-			-			-		$	(906	)
Net loss	$	(1,190,312	)	$	(86,798	)	$	(14,927	)	$	(4,809	)	$	(1,296,846	)

Page | 18

New Pacific Metals Corp.

UnauditedCondensed Consolidated Interim Statements of Change in Equity

(Expressed in US dollars)

	Six months ended December 31, 2022
				Exploration and Development
	Corporate			Silver Sand			Carangas			Silverstrike			Total
Project evaluation and corporate development	$	(186,097	)	$	-		$	-		$	-		$	(186,097	)
Salaries and benefits		(759,574	)		-			-			-			(759,574	)
Share-based compensation		(1,570,829	)		-			-			-			(1,570,829	)
Other operating expenses		(1,272,189	)		(143,027	)		(42,606	)		(12,268	)		(1,470,090	)
Total operating expense		(3,788,689	)		(143,027	)		(42,606	)		(12,268	)		(3,986,590	)
Net Income from investments		41,781			-			-			-			41,781
Foreign exchange loss		(13,857	)		-			-			-			(13,857	)
Net loss	$	(3,760,765	)	$	(143,027	)	$	(42,606	)	$	(12,268	)	$	(3,958,666	)
Attributed to:
Equity holders of the Company	$	(3,758,000	)	$	(143,027	)	$	(42,606	)	$	(12,268	)	$	(3,955,901	)
Non-controlling interests		(2,765	)		-			-			-			(2,765	)
Net loss	$	(3,760,765	)	$	(143,027	)	$	(42,606	)	$	(12,268	)	$	(3,958,666	)
	Six months ended December 31, 2021
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
				Exploration and Development
	Corporate			Silver Sand			Carangas			Silverstrike			Total
Project evaluation and corporate development	$	(249,530	)	$	-		$	-		$	-		$	(249,530	)
Salaries and benefits		(857,552	)		-			-			-			(857,552	)
Share-based compensation		(470,139	)		-			-			-			(470,139	)
Other operating expenses		(1,265,050	)		(95,511	)		(18,525	)		(5,014	)		(1,384,100	)
Total operating expense		(2,842,271	)		(95,511	)		(18,525	)		(5,014	)		(2,961,321	)
Net income from investments		83,552			-			-			-			83,552
Foreign exchange gain		200,844			-			-			-			200,844
Net loss	$	(2,557,875	)	$	(95,511	)	$	(18,525	)	$	(5,014	)	$	(2,676,925	)
Attributed to:
Equity holders of the Company	$	(2,555,117	)	$	(95,511	)	$	(18,525	)	$	(5,014	)	$	(2,674,167	)
Non-controlling interests		(2,758	)		-			-			-			(2,758	)
Net loss	$	(2,557,875	)	$	(95,511	)	$	(18,525	)	$	(5,014	)	$	(2,676,925	)

13. SUPPLEMENTARY CASH FLOW INFORMATION

	Three Months Ended <br><br>December 31,						Six Months Ended <br><br>December 31,
	2022			2021			2022			2021
Changes in non-cash operating working capital:
Receivables	$	98,671		$	(6,707	)	$	(6,152	)	$	(4,729	)
Deposits and prepayments		(323,131	)		(546,182	)		(394,089	)		(442,884	)
Accounts payable and accrued liabilities		(357,690	)		(23,012	)		(424,924	)		1,050,447
Due to a related party		29,541			(1,164	)		(269,099	)		14,092
	$	(552,609	)	$	(577,065	)	$	(1,094,264	)	$	616,926
	Three Months Ended <br><br>December 31,						Six Months Ended <br><br>December 31,
---	---	---	---	---	---	---	---	---	---	---	---
Non-cash capital transactions:
Capital expenditures of mineral property interest included in accounts payable and accrued liabilities	$	(453,653	)	$	(13,093	)	$	1,009,359	$	(15,057	)

Page | 19

 Exhibit 99.2

Exhibit 99.2

MANAGEMENT’SDISCUSSION AND ANALYSIS

For the three and six months ended December 31, 2022

(Expressed in US Dollars)

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

Forthe three and six months ended December 31, 2022

(Expressed in US dollars, unless otherwise stated)

Dateof Report: February 6, 2023

Thismanagement’s discussion and analysis (this “MD&A”) for New Pacific Metals Corp. and its subsidiaries (collectively,“New Pacific” or the “Company”) should be read in conjunction with the Company’s unaudited condensed consolidatedinterim financial statements for the three and six months ended December 31, 2022 and the related notes contained therein. In addition,this MD&A should be read in conjunction with the audited consolidated financial statements of the Company for the year ended June30, 2022 (the”Audited Financial Statements”), the related management’s discussion and analysis, and the Company’sannual information form for the financial year ended June 30, 2022 dated September 28, 2022 (the “AIF”) (available on SEDARat www.sedar.com, on EDGAR at www.sec.gov, and on the Company’s website at www.newpacificmetals.com). The Company prepares itsfinancial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the InternationalAccounting Standards Board (“IASB”). The Company’s significant accounting policies are set out in Note 2 of the AuditedFinancial Statements. All dollar amounts are expressed in United States dollars (“USD”) unless otherwise stated. Certainamounts shown in this MD&A may not add up exactly to total amounts due to rounding differences. This MD&A contains “forward-lookingstatements” that are subject to risk factors set out in a cautionary note contained at the end of this MD&A. All informationcontained in this MD&A is current and has been approved by the Board of Directors of the Company (the “Board”) as ofFebruary 6, 2023.

BUSINESSOVERVIEW AND STRATEGY

The Company is a Canadian mining issuer engaged in exploring and developing mineral properties in Bolivia. The Company’s precious metal projects include the flagship Silver Sand project (the “Silver Sand Project”), the Carangas project (the “Carangas Project”) and the Silverstrike project (the “Silverstrike Project”). With experienced management and sufficient technical and financial resources, management believes the Company is well positioned to create shareholder value through exploration and resource development.

The Company is publicly listed on the Toronto Stock Exchange under the symbol “NUAG” and on the NYSE American stock exchange under the symbol “NEWP”. The head office, registered address and records office of the Company are located at 1066 West Hastings Street, Suite 1750, Vancouver, British Columbia, Canada, V6E 3X1.

FISCAL2023 Q2 HIGHLIGHTS

§	The<br> Company reported the results of the preliminary economic assessment (the “PEA”) of the<br> Silver Sand Project on January 9, 2023. The PEA shows a post-tax net present value (“NPV”)<br> (at a 5% discount rate) of $726 million with an internal return rate (“IRR”) of 39%,<br> underpinned by a total silver production of 171 million ounces over 14 years of mine life. Please<br> see “Cautionary Note Regarding Results of Preliminary Economic Assessment”
§	The<br> Company released the updated National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) mineral resource estimate (the “MRE”) for the<br> Silver Sand Project on November 28, 2022. The MRE shows total measured and indicated mineral resource<br> of 201.77 million ounces of silver at a head grade of 116 grams per tonne (“g/t”).<br> Please see “Silver Sand Project;
---	---
§	The<br> Company completed the 2022 drill program at the Carangas Silver Gold Project for a total of 50,368<br> meters (“m”) in 115 drill holes, of which assay results for 85 drill holes have been<br> received and released to date. The assay results continue to indicate that a thick zone of gold mineralization<br> occurs beneath a shallow silver horizon measuring approximately 1,000 m long, 800 m wide, and up<br> to 200 m thick. Please see “Carangas Project”.
---	---
Management’s Discussion and Analysis	Page 2
---	---

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

For thethree and six months ended December 31, 2022

(Expressed in US dollars, unless otherwise stated)

§	The<br> Company advanced the 6,000 m initial discovery drill program at the Silverstrike Project, and a total<br> of 3,200 m in 10 drill holes have been completed, of which assay results for two drill holes have<br> been received and released to date. The assay results intersected broad gold mineralization near-surface.<br> Please see “Silverstrike Project”.
§	The<br> Company strengthened the Board and management team by appointing Mr. Peter Megaw and Mr. Dickson<br> Hall as directors and Mr. Andrew Williams as President of the Company.
---	---
§	The<br> Company maintained working capital of $14.4 million, sufficient to advance the existing exploration<br> projects and other regional exploration initiatives.
---	---

PROJECTsovervieW

BolivianLicence Tenure

A summary of Bolivian mining laws with respect to the Administrative Mining Contract (“AMC”) and exploration license is presented below.

Exploration and mining rights in Bolivia are granted by the Ministry of Mines and Metallurgy through the Autoridad Jurisdictional AdministrativaMinera (“AJAM”). Under Bolivian mining laws, tenure is granted as either an AMC or an exploration license. Tenure held under the previous legislation was converted to Autorización Transitoria Especiales (“ATEs”) which are required to be consolidated into new 25-hectare sized cuadriculas (concessions) and converted to AMCs. AMCs created by conversion recognize existing rights of exploration and/or exploitation and development, including treatment, metal refining, and/or trading. AMCs have a fixed term of 30 years and can be extended for an additional 30 years if certain conditions are met. Each AMC requires ongoing work and the submission of plans to AJAM.

Exploration licenses allow exploration activities only and must be converted to AMCs to conduct exploitation and development activities. Exploration licenses are valid for a maximum of five years and provide the holder with the preferential right to request an AMC. In specific areas, mineral tenure is owned by the Bolivian state mining corporation, Corporación Minera de Bolivia (“COMIBOL”). In these areas, development and production agreements can be obtained by entering into a Mining Production Contract (“MPC”) with COMIBOL.

SilverSand Project

The Silver Sand Project is located in the Colavi District of Potosí Department in southwestern Bolivia at an elevation of 4,072 m above sea level, 35 kilometres (“km”) northeast of Potosí City, the department capital.

The Silver Sand Project is comprised of two claim blocks, the Silver Sand south and north blocks, which covers a total area of 5.42 km^2^. The Silver Sand south block, covering an area of 3.17 km^2^hosts the Silver Sand deposit. On August 12, 2021, the Company announced the receipt of an AMC for the Silver Sand south block from AJAM. The AMC establishes a clear title to the Company’s Silver Sand south block. The Silver Sand north block covers an area of 2.25 km^2^ and is comprised of three ATEs (Jisas, Jardan and El Bronce). The Company is in the process of converting these ATEs to an AMC.

Management’s Discussion and Analysis	Page 3

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

For thethree and six months ended December 31, 2022

(Expressedin US dollars, unless otherwise stated)

Since acquiring the Silver Sand Project in 2017, the Company has carried out extensive exploration and resource definition drill programs. On November 28, 2022, the Company released the MRE. Based on the MRE, the Silver Sand Project has an estimated measured and indicated mineral resource of 201.77 million ounces (“oz”) of silver at head grade of 116 g/t and an estimated inferred mineral resource of 12.95 million oz of silver at 88 g/t. For further details, please refer to the Company’s news release dated November 28, 2022.

In 2021, the Company completed a drill program of 13,313.7 m in 55 holes. The 2021 drill program comprised structure orientation drilling, step-out and infill drilling as well as exploration drilling. Assay results of all drill holes have been received. Detailed structural logging and assays of the oriented drill cores confirmed previous understanding of the orientation of mineralized structures and resource model which are dominantly striking in the direction of north and northwest and dipping in the direction of west at high angles which are also evidenced at surface outcrops and historical underground workings. Step-out drilling was carried out mainly outside of the major mineralized trends with results indicating the existence of multiple smaller satellite mineralized zones between the major mineralized trends. For details of the 2021 drill program, please refer to the Company’s news release dated April 6, 2022.

In 2022, the Company conducted a resource infill drilling and step-out drilling program at the Silver Sand south block and completed 19,323 m in 86 drill holes. Assay results for all drill holes have been received. The resource infill drilling aimed to improve the confidence in the continuity of mineralization in the core area of the Silver Sand Project and upgrade resources, while the step-out drilling was designed to test the extension of the mineralized zones up and down dip as well as on strike. The infill and step-out drilling results were included in the MRE update and incorporated into the PEA. For details on the 2022 drill program, please refer to the Company’s news releases dated September 19, 2022, May 31, 2022, and April 6, 2022.

On January 9, 2023, the Company reported the results of the PEA of its Silver Sand Project. AMC Mining Consultants (Canada) Ltd. (mineral resource, mining, infrastructure and financial analysis) was contracted to conduct the PEA in cooperation with Halyard Inc. (metallurgy and processing), and NewFields Canada Mining & Environment ULC (tailings, water and water management). The PEA is based on the MRE,which was reported on November 28, 2022. Highlights from the PEA, with a base case silver price of $22.50/oz are as follows:

§	pre-tax<br> NPV (5%) of $1.1 billion with an IRR of 52%, and a post-tax NPV (5%) of $726 million with an IRR<br> of 39%;
§	using a<br> +/- 20% sensitivity analysis for silver price, a post-tax NPV (5%) of $1,054 million with an IRR<br> of 50% at $27/oz silver, or a post-tax NPV (5%) of $398 million with an IRR of 26% at $18/oz silver;
---	---
§	14-year<br> mine life producing approximately 171 million ounces payable silver metal;
---	---
§	initial<br> capital cost of $308 million, which includes $52 million in contingency cost;
---	---
§	life-of-mine<br> (“LOM”) total sustaining capital cost of $20 million;
---	---
§	average<br> LOM operating cash cost of $8.45/oz and total all-in sustaining cost of $10.42/oz silver; and
---	---
§	annual payable<br> metal production exceeds 15 million ounces of silver in years one through four, with LOM average<br> annual payable metal production exceeding 12 million ounces of silver.
---	---
Management’s Discussion and Analysis	Page 4
---	---

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

For thethree and six months ended December 31, 2022

(Expressedin US dollars, unless otherwise stated)

Please see “Cautionary Note Regarding Results of Preliminary Economic Assessment”. For more details on the PEA, please refer to the Company’s news release dated January 9, 2023.

ProjectExpenditures

MiningProduction Contract

On January 11, 2019, New Pacific announced that its 100% owned subsidiary, Minera Alcira S.A. (“Alcira”), entered into an MPC with COMIBOL granting Alcira the right to carry out exploration, development and mining production activities in ATEs and cuadriculas owned by COMIBOL adjoining the Silver Sand Project. The MPC is comprised of two areas. The first area is located to the south and west of the Silver Sand Project. The second area includes additional geologically prospective ground to the north, east and south of the Silver Sand Project, wherein COMIBOL is expected to apply for exploration and mining rights with AJAM. Upon granting of the exploration and mining rights, COMIBOL will contribute these additional properties to the MPC.

There are no known economic mineral deposits, nor any previous drilling or exploration discoveries within the MPC area. The MPC presents an opportunity to explore and evaluate the possible extensions and/or satellites of mineralization outside of the currently defined Silver Sand Project.

The MPC was approved by Bolivia’s Ministry of Mining and Metallurgy but remains subject to ratification and approval by the Plurinational Legislative Assembly of Bolivia. As of the date of this MD&A, the MPC has not been ratified nor approved by the Plurinational Legislative Assembly of Bolivia. The Company cautions that there is no assurance that the Company will be successful in obtaining ratification of the MPC in a timely manner or at all, or that the ratification of the MPC will be obtained on reasonable terms. The Company cannot predict the Bolivia government’s positions on foreign investment, mining concessions, land tenure, environmental regulation, community relations, taxation or otherwise. A change in the government’s position on these issues could adversely affect the ratification of the MPC and the Company’s business.

CarangasProject

In April 2021, the Company signed an agreement with a private Bolivian company to acquire a 98% interest in the Carangas Project. The Carangas Project is located approximately 180 km southwest of the city of Oruro and within 50 km from Bolivia’s border with Chile. The private Bolivian company is 100% owned by Bolivian nationals and holds title to the two exploration licenses that cover an area of 6.25 km^2^.

Under the agreement, the Company is required to cover 100% of the future expenditures on exploration, mining, development and production activities for the Carangas Project. The agreement has a term of 30 years and is renewable for another 15 years.

In 2021, the Company completed an initial discovery drill program of 13,209 m in 35 drill holes. Assay results of all drill holes have been received. Results from the 2021 discovery drill program confirmed the broad silver-rich polymetallic mineralization near surface and intersected a wide zone of gold mineralization below it. For details of the 2021 discovery drill program, please refer to the Company’s news releases dated May 17, 2022, February 23, 2022, and February 10, 2022.

Management’s Discussion and Analysis	Page 5

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

For thethree and six months ended December 31, 2022

(Expressedin US dollars, unless otherwise stated)

Following the success of the 2021 discovery drill program, the Company completed the 2022 resource definition drill program for a total of 50,368 m in 115 drill holes. Assay results of 85 drill holes have been received and released to date. The assay results continue to indicate that a thick zone of gold mineralization occurs beneath a shallow silver horizon measuring approximately 1,000 m long, 800 m wide, and up to 200 m thick. For details of the 2022 drill program, please refer to the Company’s news releases dated February 1, 2023, January 24, 2023, October 19, 2022, August 8, 2022, and July 13, 2022.

The Company plans to drill 15,000 m during the first quarter of 2023 at the Carangas Project to test the eastern extension of gold mineralization beneath the East Dome and expand parts of the shallow silver horizon. Following this drill program, an inaugural resource estimate is planned in the second quarter of 2023.

ProjectExpenditures

SilverstrikeProject

The Silverstrike Project is located approximately 140 km southwest of La Paz, Bolivia. In December 2019, the Company signed a mining association agreement and acquired a 98% interest in the Silverstrike Project from a private Bolivian corporation. The private Bolivian corporation is owned 100% by Bolivian nationals and holds the title to the five ATEs (covering an area of approximately 13 km^2^) that comprise the Silverstrike Project.

Under the mining association agreement, the Company is required to cover 100% of future expenditures including exploration, contingent on results of development and subsequent mining production activities at the Silverstrike Project. The agreement has a term of 30 years and is renewable for another 15 years.

During 2020, the Company’s exploration team completed reconnaissance and detailed mapping and sampling programs on the northern portion of the Silverstrike Project. The results to date identified near surface broad zones of silver mineralization in altered sandstones to the north, with similarities to that at the Silver Sand Project; and in the Silverstrike Project’s central area, a near surface broad silver zone that occurs near the top of a 900 m diameter volcanic dome of ignimbrite (volcaniclastic sediments) units with intrusion of rhyolite dyke swarm and andesite flows; and a broad gold zone occurs half way from the top of the dome.

In 2022, the Company commenced a 6,000 m initial discovery drill program at the Silverstrike Project. As of the date of this MD&A, a total of 3,200 m in 10 drill holes have been completed, of which assay results of the two drill holes have been received. The assay results intersected broad gold mineralization starting near surface. For details of the initial discovery drill program, please refer to the Company’s news releases dated November 1, 2022 and September 12, 2022.

Management’s Discussion and Analysis	Page 6

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

For thethree and six months ended December 31, 2022

(Expressedin US dollars, unless otherwise stated)

ProjectExpenditures

FrontierArea – Carangas and Silverstrike Projects

The Carangas Project and the Silverstrike Project are located within 50 km of the Bolivian border with Chile. In line with many South American countries, Bolivia does not permit foreign entities to own property within 50 km of international borders (the “Frontier Area”). Property owners in the Frontier Area are, however, permitted to enter into mining association agreements with third parties, including foreign entities, for the development of mining activities under Bolivian Law No. 535 on Mining and Metallurgy. While the Company believes the mining association agreements for the Carangas Project and the Silverstrike Project are legally compliant with the Frontier Area requirements and Bolivian mining laws, there is no assurance that the Company’s Bolivian partners will be successful in obtaining the approval of AJAM to convert the exploration licenses to AMC in the case of the Carangas Project, or that even if approved, that such relationships and structures will not be challenged by other Bolivian organizations or communities.

RZYProject

The Company’s former RZY project (the “RZY Project”), located in Qinghai, China was an early-stage silver-lead-zinc exploration project. The RZY Project was located approximately 237 km from the city of Yushu Tibetan Autonomous Prefecture. In 2016, the Qinghai Government issued a moratorium which suspended exploration for 26 mining projects in the region, including the RZY Project, and classified the region as a National Nature Reserve Area.

During the financial year ended June 30, 2020, the Company’s subsidiary, Qinghai Found Mining Co., Ltd. (“Qinghai Found”), reached a compensation agreement with the Qinghai Government for the RZY Project. Pursuant to the agreement, Qinghai Found agreed to surrender its title to the RZY Project to the Qinghai Government for one-time cash compensation of $2.99 million (RMB ¥20 million) (the “RZY Compensation Transaction”).

On June 25, 2022, the Qinghai Government completed its approval process of the RZY Compensation Transaction. As a result, the Company disposed its RZY Project for cash consideration of $2,986,188 (RMB ¥20 million), which was included in the receivables balance as at June 30, 2022 and was received in full during the six months ended December 31, 2022.

Management’s Discussion and Analysis	Page 7

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

For thethree and six months ended December 31, 2022

(Expressedin US dollars, unless otherwise stated)

OverallExpenditure Summary

The continuity schedule of mineral property acquisition costs, deferred exploration and development costs are summarized as follows:

Cost	Silver Sand		****	Silverstrike		****	Carangas		****	RZY Project		****	Total		****
Balance, July 1, 2021	$	69,245,500		$	3,163,304		$	255,250		$	2,871,368		$	75,535,422
Capitalized exploration expenditures
Reporting and assessment		353,109			40			-			-			353,149
Drilling and assaying		4,990,082			1,625			3,752,094			-			8,743,801
Project management and support		1,917,060			45,773			1,020,422			-			2,983,255
Camp service		364,507			61,578			443,810			-			869,895
Geological surveys		-			25,508			-			-			25,508
Permit and license		14,529			7,554			7,812			-			29,895
Disposition		-			-			-			(3,071,240	)		(3,071,240	)
Foreign currency impact		(316,189	)		(36,150	)		(18,442	)		199,872			(170,909	)
Balance, June 30, 2022	$	76,568,598		$	3,269,232		$	5,460,946		$	-		$	85,298,776
Capitalized exploration expenditures
Reporting and assessment		459,310			-			-			-			459,310
Drilling and assaying		1,771,973			881,350			4,828,216			-			7,481,539
Project management and support		1,534,692			136,807			611,143			-			2,282,642
Camp service		270,173			127,333			409,274			-			806,780
Permit and license		161,381			-			-			-			161,381
Foreign currency impact		(434,686	)		(45,260	)		(49,879	)		-			(529,825	)
Balance, December 31, 2022	$	80,331,441	****	$	4,369,462	****	$	11,259,700	****	****	-	****	$	95,960,603	****

FINANCIALRESULTS

Netloss attributable to equity holders of the Company for the three months ended December 31, 2022 was $1,870,718 or $0.01 per share (three months ended December 31, 2021 – net loss of $1,295,940 or $0.01 per share). The Company’s financial results were mainly impacted by the following: (i) operating expenses of $1,927,708 compared to $1,364,790 in the comparative quarter; (ii) net income from investments of $83,455 compared to $131,471 in the comparative quarter; and (iii) foreign exchange loss of $28,750 compared to $63,527 in the comparative quarter.

For the six months ended December 31, 2022, net loss attributable to equity holders of the Company was $3,955,901 or $0.03 per share compared to net loss of $2,674,167 or $0.02 per share for the six months ended December 31, 2021.

Operatingexpenses for the three and six months ended December 31, 2022 were $1,927,708 and $3,986,590, respectively (three and six months ended December 31, 2021 - $1,364,790 and $2,961,321, respectively). Items included in operating expenses were as follows:

(i)

Project evaluation and corporate development expenses for the three and six months ended December 31, 2022 of $77,561<br> and $186,097, respectively (three and six months ended December 31, 2021 - $146,055 and $249,530, respectively).<br> The Company is focusing on the exploration and development of its existing projects and did not incur<br> significant expenditures in new project evaluation in recent periods.

Management’s Discussion and Analysis	Page 8

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

For thethree and six months ended December 31, 2022

(Expressedin US dollars, unless otherwise stated)

(ii)	Filing and listing fees for the three and six months ended December 31, 2022 of $85,108 and $205,226 (three<br> and six months ended December 31, 2021 - $52,844 and $170,113, respectively). Filing fees for the current<br> and comparative periods were normal and incurred in the ordinary course of business.
(iii)	Investor relations expenses for the three and six months ended December 31, 2022 of $128,832 and $268,349,<br> respectively (three and six months ended December 31, 2021 - $103,575 and $235,999, respectively).<br> Investor relations expense for the current and comparative periods were normal and incurred in the<br> ordinary course of business.
---	---
(iv)	Professional fees for the three and six months ended December 31, 2022 of $61,730 and $170,526, respectively<br> (three and six months ended December 31, 2021 - $41,314 and $299,290, respectively). Professional fees<br> for the current prior period were normal and incurred in ordinary course of business. Additional professional<br> fees related to the Company’s base shelf prospectus were incurred in the comparative period.
---	---
(v)	Salaries and benefits expense for the three and six months ended December 31, 2022 of $430,404 and $759,574<br> (three and six months ended December 31, 2021 - $415,104 and $857,552, respectively).
---	---
(vi)	Office and administration expenses for the three and six months ended December 31, 2022 of $352,921<br> and $719,797, respectively (three and six months ended December 31, 2021 - $307,900 and $597,251,<br> respectively). Office and<br> administrative expenses for the current and comparative periods were normal and incurred<br> in the ordinary course of business.
---	---
(vii)	Share-based compensation for the three and six months ended December 31, 2022 of $739,971 and $1,570,829<br> (three and six months ended December 31, 2021 - $228,512 and $470,139, respectively). The<br> increase in share-based compensation for the current period was a result of recent grants<br> of stock options and restricted share units.
---	---

Netincome from investments for the three months ended December 31, 2022 was $83,455 (three months ended December 31, 2021 – $131,471) and is comprised of a $3,569 loss on the Company’s equity investments (three months ended December 31, 2021 – gain of $74,762), a $29,552 loss on bonds (three months ended December 31, 2021 – gain of $31,735), and $116,576 interest earned from cash accounts (three months ended December 31, 2021 - $24,974).

For the six months ended December 31, 2022, income from investments was $41,781 (six months ended December 31, 2021 – $83,552).

Foreignexchange loss for the three months ended December 31, 2022 was $28,750 (three months ended December 31, 2021 – $63,527). The Company holds a portion of cash and short-term investments in USD to support its operations in Bolivia. Revaluation of these USD-denominated financial assets to their Canadian dollar (“CAD”) functional currency equivalents resulted in unrealized foreign exchange gain or loss for the relevant reporting periods. For the three months ended December 31, 2022, the USD depreciated by 1.2% against the CAD (from 1.3707 to 1.3544) while in the comparative period the USD depreciated by 0.5% against the CAD (from 1.2741 to 1.2678).

Management’s Discussion and Analysis	Page 9

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

For thethree and six months ended December 31, 2022

(Expressedin US dollars, unless otherwise stated)

For the six months ended December 31, 2022, foreign exchange loss was $13,857 (six months ended December 31, 2021– gain of $200,844).

Selected Quarterly Information

****	For the Quarters Ended												****
****	****	Dec. 31, 2022		****	Sep. 30, 2022		****	Jun. 30, 2022		****	Mar. 31, 2022		****
Operating expense		$	(1,927,708	)	$	(2,058,882	)	$	(2,291,704	)	$	(1,524,374	)
Income (loss) from Investments			83,455			(41,674	)		11,700			124,860
Other (loss) income			(28,750	)		14,893			(78,786	)		(36,439	)
Net loss			(1,873,003	)		(2,085,663	)		(2,358,790	)		(1,435,953	)
Net loss attributable to equity holders			(1,870,718	)		(2,085,183	)		(2,337,826	)		(1,408,892	)
Basic and diluted loss per share			(0.01	)		(0.01	)		(0.01	)		(0.01	)
Total current assets			18,538,490			25,537,824			33,188,094			37,075,018
Total non-current assets			102,583,739			96,522,875			90,890,161			88,171,122
Total current liabilities			4,128,183			4,925,522			3,869,300			2,353,255
Total non-current liabilities			-			-			-			-
	For the Quarters Ended
---	---	---	---	---	---	---	---	---	---	---	---	---
	Dec. 31,<br><br> 2021			Sep. 30,<br><br> 2021			Jun. 30,<br><br> 2021			Mar. 31,<br><br> 2021
Operating expense	$	(1,364,790	)	$	(1,596,531	)	$	(1,567,955	)	$	(1,604,319	)
(Loss) income from Investments		131,471			(47,919	)		(210,861	)		71,747
Other income (loss)		(63,527	)		264,371			(195,483	)		(159,261	)
Net loss		(1,296,846	)		(1,380,079	)		(1,974,299	)		(1,691,833	)
Net loss attributable to equity holders		(1,295,940	)		(1,378,227	)		(1,972,372	)		(1,689,401	)
Basic and diluted loss per share		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Total current assets		40,250,158			43,821,937			47,452,145			48,511,033
Total non-current assets		85,318,722			82,251,766			79,366,979			78,164,236
Total current liabilities		2,150,602			2,165,146			1,094,567			811,042
Total non-current liabilities		-			-			-			-

LiquidityAND Capital Resources

CashFlows

Cashused in operating activities for the three months ended December 31, 2022 was $1,552,034 (three months ended December 31, 2021 –$1,615,560). Cash flow from operating activities are mainly driven by the Company’s operating expenses discussed in the previous sections. The decrease during the current period was mainly due to the reduction of change in non-cash operating working capital.

For the six months ended December 31, 2022, cash used in operating activities was $3,109,580 (six months ended December 31, 2021 - $1,729,989).

Cashused in investing activities for the three months ended December 31, 2022 was $6,145,103 (three months ended December 31, 2021 – $2,929,193). Cash flows from investing activities were mainly impacted by: (i) capital expenditures for mineral properties and equipment of $5,473,676 on the exploration projects in Bolivia compared to $2,648,415 in the comparative quarter; and (ii) value-added tax of $671,427 paid in Bolivia in the current period compared to $280,778 paid in the comparative quarter.

For the six months ended December 31, 2022, cash used in investing activities was $7,854,149 (six months ended December 31, 2021 – $6,069,641)

Management’s Discussion and Analysis	Page 10

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

For thethree and six months ended December 31, 2022

(Expressedin US dollars, unless otherwise stated)

Cashprovided by financing activities for the three months ended December 31, 2022 was $233,614 (three months ended December 31, 2021 – $213,238). Cash flows from financing activities for both periods were from the proceeds arising from stock option exercises.

For the six months ended December 31, 2022, cash provided by financing activities was $260,517 (six months ended December 31, 2021 – $918,898)

Liquidityand Access to Capital

As of December 31, 2022, the Company had working capital of $14,410,307 (June 30, 2022 – $29,318,794), comprised of cash of $17,312,883 (June 30, 2022 - $29,322,504), short term investments of $159,677 (June 30, 2022 - $192,398), and other current assets of $1,065,930 (June 30, 2022 - $3,673,192) offset by current liabilities of $4,128,183 (June 30, 2022 - $3,869,300). Management believes that the Company has sufficient funds to support its normal exploration and operating requirements on an ongoing basis.

The Company does not have unlimited resources and its future capital requirements will depend on many factors, including, among others, cash flow from interest, dividends, and realized gains on investments. To the extent that its existing resources and the funds generated by future income are insufficient to fund the Company’s operations, the Company may need to raise additional funds through public or private debt or equity financing. If additional funds are raised through the issuance of equity securities, the percentage ownership of current shareholders may be diluted and such equity securities may have rights, preferences or privileges senior to those of the holders of the Company’s common shares. No assurance can be given that additional financing will be available or that, if available, it can be obtained on terms favourable to the Company and its shareholders. If adequate funds are not available, the Company may be required to delay, limit or eliminate some or all of its proposed operations. The Company believes it has sufficient capital to meet its cash needs for the next 12 months, including the costs of compliance with continuing reporting requirements.

Useof Proceeds of Prior Financings

The Company has fully utilized the net proceeds raised from all prior financings.

FINANCIALINSTRUMENTS

(a)	Fair Value

Level 1 – Unadjusted quoted prices at the measurement date for identical assets or liabilities in active markets.

Management’s Discussion and Analysis	Page 11

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

For thethree and six months ended December 31, 2022

(Expressedin US dollars, unless otherwise stated)

Level 3 – Unobservable inputs which are supported by little or no market activity.

	Fair value as at December 31, 2022
Recurring measurements	Level 1		Level 2		Level 3		Total
Financial Assets
Cash	$	17,312,883	$	****-	$	****-	$	17,312,883
Short-term investments	****	159,677	****	-	****	-	****	159,677
Equity investments	****	300,281	****	-	****	-	****	300,281
****	Fair value as<br> at June 30, 2022
---	---	---	---	---	---	---	---	---
Recurring measurements	Level 1		Level 2		Level 3		Total
Financial Assets
Cash	$	29,322,504	$	-	$	-	$	29,322,504
Short-term investments		192,398		-		-		192,398
Equity investments		496,741		-		-		496,741

Fair value of other financial instruments excluded from the table above approximates their carrying amount as of December 31, 2022 and June 30, 2022, respectively.

There were no transfers into or out of Level 3 during the three and six months ended December 31, 2022.

(b)	Liquidity Risk

The Company has a history of losses and no operating revenues from its operations. Liquidity risk is the risk that the Company will not be able to meet its short-term business requirements. As at December 31, 2022, the Company had a working capital position of $14,410,307 and sufficient cash resources to meet the Company’s short-term financial liabilities and its planned exploration expenditures on various projects in Bolivia for, but not limited to, the next 12 months.

	December 31, 2022				June 30,<br><br> 2022
	Due <br> within a<br> year		Total		Total
Accounts payable and accrued liabilities	$	4,036,600	$	4,036,600	$	3,492,269
Due to a related party		91,583		91,583		377,031
	$	4,128,183	$	4,128,183	$	3,869,300
Management’s Discussion and Analysis	Page 12
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NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

For thethree and six months ended December 31, 2022

(Expressedin US dollars, unless otherwise stated)

(c)Foreign Exchange Risk

Financial assets denominated in foreign currencies other than relevant functional currency	December 31,<br> 2022		June 30, <br> 2022
United States dollars	$	1,029,843	$	468,714
Bolivianos		963,662		886,188
Total	$	1,993,505	$	1,354,902
Financial liabilities denominated in foreign currencies other than relevant functional currency
United States dollars	$	71,387	$	-
Bolivianos		1,795,976		1,619,261
Total	$	1,867,363	$	1,619,261

As at December 31, 2022, with other variables unchanged, a 1% strengthening (weakening) of the USD against the CAD would have increased (decreased) net income by approximately $9,600.

As at December 31, 2022, with other variables unchanged, a 1% strengthening (weakening) of the Bolivianos against the USD would have increased (decreased) net income by approximately $8,300.

(d)Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company holds a portion of cash in bank accounts that earn variable interest rates. Due to the short-term nature of these financial instruments, fluctuations in market rates did not have significant impact on the fair values of the financial instruments as of December 31, 2022. The Company, from time to time, also owns guaranteed investment certificates (“GICs”) and bonds that earn interest payments at fixed rates to maturity. Fluctuation in market interest rates usually will have an impact on bond’s fair value. An increase in market interest rates will generally reduce bond’s fair value while a decrease in market interest rates will generally increase it. The Company monitors market interest rate fluctuations closely and adjusts the investment portfolio accordingly.

(e)Credit Risk

Management’s Discussion and Analysis	Page 13

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

For thethree and six months ended December 31, 2022

(Expressedin US dollars, unless otherwise stated)

The Company has deposits of cash that meet minimum requirements for quality and liquidity as stipulated by the Board. Management believes the risk of loss to be remote, as the majority of its cash is held with major financial institutions. Bonds by nature are exposed to more credit risk than cash. The Company manages its risk associated with bonds by only investing in large globally recognized corporations from diversified industries. As at December 31, 2022, the Company had a receivables balance of $212,449 (June 30, 2022 - $3,193,926). There were no material amounts in receivables which were past due on December 31, 2022 (June 30, 2022 - $nil).

(f)Equity Price Risk

The Company holds certain marketable securities that will fluctuate in value as a result of trading on global financial markets. Based upon the Company’s portfolio at December 31, 2022, a 10% increase (decrease) in the market price of the securities held, disregarding any foreign exchange effects would have resulted in an increase (decrease) to net income of approximately $30,000.

Relatedparty transactions

Due to a related party	December 31, <br> 2022		June 30, <br> 2022
Silvercorp Metals Inc.	$	91,583	$	377,031

(a) Silvercorp Metals Inc. (“Silvercorp”) has one director (Dr. Rui Feng) and one officer (Dr. Rui Feng as CEO) in common with the Company. Silvercorp and the Company share office space and Silvercorp provides various general and administrative services to the Company. The Company expects to continue making payments to Silvercorp in the normal course of business. Expenses in general and administrative services rendered and incurred by Silvercorp on behalf of the Company for the three and six months ended December 31, 2022 were $239,345 and $481,598, respectively (three and six months ended December 31, 2021 - $184,268 and $360,344, respectively).

During the year ended June 30, 2022, the Company’s subsidiary Qinghai Found borrowed $283,688 (RMB ¥1.9 million) from one of Silvercorp’s subsidiary in China to facilitate the closure of the RZY Compensation Transaction. During the six months ended December 31, 2022, the loan plus interest of $23,422 were repaid in full.

Management’s Discussion and Analysis	Page 14

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

For thethree and six months ended December 31, 2022

(Expressedin US dollars, unless otherwise stated)

(b) Compensation of key management personnel

The remuneration of directors and other key management personnel for the three and six months ended December 31, 2022 and 2021 are as follows:

	Three months ended<br><br> December 31,				Six months ended<br><br> December 31,
	2022		2021		2022		2021
Director’s cash compensation	$	14,722	$	26,443	$	30,041	$	52,237
Director’s share-based compensation		196,148		75,721		430,760		178,769
Key management’s cash compensation		220,847		260,093		350,268		494,420
Key management’s share-based compensation		481,755		58,778		1,048,026		141,359
	$	913,472	$	421,035	$	1,859,059	$	866,785

Other than as disclosed above, the Company does not have any ongoing contractual or other commitments resulting from transactions with related parties.

Off-BalanceSheet Arrangements

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

ProposedTransactions

As at the date of this MD&A, there are no proposed acquisitions or disposals of assets or business, other than those in the ordinary course of business, approved by the Board.

Criticalaccounting policies and estimates

The preparation of the consolidated financial statements in accordance with IFRS as issued by IASB requires management to make estimates and assumptions that affect the amounts reported on the consolidated financial statements. These critical accounting estimates represent management’s estimates that are uncertain and any changes in these estimates could materially impact the Company’s consolidated financial statements. Management continuously reviews its estimates and assumptions using the most current information available. The Company’s critical accounting policies and estimates are described in Note 2 of the audited consolidated financial statements for the year ended June 30, 2022.

OutstandingShare Data

As at the date of this MD&A, the following securities were outstanding:

(a)	Share Capital
§	Authorized<br> – unlimited number of common shares without par value.
---	---
§	Issued<br> and outstanding – 157,049,275 common shares with a recorded value of $154.7 million.
---	---
§	Shares<br> subject to escrow or pooling agreements – nil.
---	---
Management’s Discussion and Analysis	Page 15
---	---

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

For thethree and six months ended December 31, 2022

(Expressedin US dollars, unless otherwise stated)

(b)	Options

The outstanding options as at the date of this MD&A are summarized as follows:

Options Outstanding		Exercise Price CAD	Expiry Date
	974,167		February 21, 2024
	813,000		February 4, 2027
	1,016,000		January 19, 2028
	120,000		January 24, 2028
	56,000		February 22, 2027
	1,509,000		June 6, 2027
	4,488,167

All values are in US Dollars.

(c)	Restricted Share<br> Units (“RSUs”)

The outstanding RSUs as at the date of this MD&A are summarized as follows:

RSUs Outstanding	Weighted average grant date closing<br> price per share (CAD)
2,162,635

All values are in US Dollars.

RiskFactors

The Company is subject to many risks which are outlined in this MD&A, the AIF and other public filings which are available under the Company’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. In addition, please refer to the “Financial Instruments” section of this MD&A for an analysis of financial risk factors.

COVID-19

The current outbreak of the COVID-19 pandemic could have a material adverse effect on the Company’s business and operations, as well as impacting global economic conditions. COVID-19 and its variants have spread to regions where the Company has operations and offices. Government efforts to control the spread of the virus have resulted in temporary suspensions of our operations in Bolivia, delays and/or deferrals of field work including consultant site work and laboratory results and reduced corporate activities in Canada. The international response to the spread of COVID-19 has led to significant restrictions on travel, temporary business closures, quarantines, global stock and financial market volatilities, labour shortage and delay in logistics, and a general reduction in consumer activities. All of these could affect commodity prices, interest rates, credit risk, social security and inflation. Such public health crisis at the moment or in the future may negatively affect the Company's operations along with the operations of its suppliers, contractors, service providers and local communities.

While the COVID-19 pandemic has already had significant, direct impact on the Company’s operations and business, the extent to which the pandemic will continue to impact our operations is highly uncertain and cannot be predicted with confidence as at the date of this MD&A. These uncertainties include, but are not limited to, the duration of the outbreak, Bolivian and Canadian governments’ mandates to curtail the spreading of the virus, community and social stabilities and the Company’s ability to resume operations efficiently or economically. It is also uncertain whether the Company will be able to maintain an adequate financial condition and have sufficient capital or have the ability to raise capital. Any of these uncertainties, and others, could have further material adverse effects on the Company’s business and operations.

Management’s Discussion and Analysis	Page 16

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

For thethree and six months ended December 31, 2022

(Expressedin US dollars, unless otherwise stated)

The Company may experience additional business interruptions, including suspended (whether government mandated or otherwise) or reduced operations relating to COVID-19 and any other such events could have a material adverse impact on the Company’s business, operations and operating results, financial condition and liquidity.

Politicaland Economic Risks in Bolivia

The Company’s projects are located in Bolivia and, therefore, the Company’s current and future mineral exploration and mining activities are exposed to various levels of political, economic, and other risks and uncertainties. There has been a significant level of political and social unrest in Bolivia in recent years resulting from a number of factors, including Bolivia's history of political and economic instability under a variety of governments and high rate of unemployment.

The Company’s exploration and development activities may be affected by changes in government, political instability, and the nature of various government regulations relating to the mining industry. Bolivia’s fiscal regime has historically been favourable to the mining industry, but there is a risk that this could change. The Company cannot predict the government’s positions on foreign investment, mining concessions, land tenure, environmental regulation, or taxation. A change in government positions on these issues could adversely affect the Company’s business and/or its holdings, assets, and operations in Bolivia. Any changes in regulations or shifts in political conditions are beyond the control of the Company. Moreover, protestors and cooperatives have previously targeted foreign companies in the mining sector, and as a result there is no assurance that future social unrest will not have an adverse impact on the Company’s operations. Labour in Bolivia is customarily unionized and there are risks that labour unrest or wage agreements may impact operations.

The Company’s operations in Bolivia may also be adversely affected by economic uncertainty characteristic of developing countries. In addition, operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, currency remittance, income taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use, and safety factors.

The MPC remains subject to ratification and approval by the Plurinational Legislative Assembly of Bolivia. As of the date of this MD&A, the MPC has not been ratified nor approved by the Plurinational Legislative Assembly of Bolivia. The Company cautions that there is no assurance that the Company will be successful in obtaining ratification of the MPC in a timely manner or at all, or that the ratification of the MPC will be obtained on reasonable terms. The Company cannot predict any new government’s positions on foreign investment, mining concessions, land tenure, environmental regulations, community relations, taxation or otherwise.

Management’s Discussion and Analysis	Page 17

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

For thethree and six months ended December 31, 2022

(Expressedin US dollars, unless otherwise stated)

CommunityRelations and Social Licence to Operate

Mining companies are increasingly required to operate in a sustainable manner and to provide benefits to affected communities and there are risks associated with the Company failing to acquire and subsequently maintain a “social licence” to operate on its mineral properties. “Social licence” does not refer to a specific permit or licence, but rather is a broad term used to describe community acceptance of a company’s plans and activities related to exploration, development or operations on its mineral projects.

The Company places a high priority on, and dedicates considerable efforts and resources toward, its community relationships and responsibilities. Despite its best efforts, there are factors that may affect the Company’s efforts to establish and maintain social licence at any of its projects, including national or local changes in sentiment toward mining, evolving social concerns, changing economic conditions and challenges, and the influence of third-party opposition toward mining on local support. There can be no guarantee that social licence can be earned by the Company or if established, that social licence can be maintained in the long term, and without strong community support the ability to secure necessary permits, obtain project financing, and/or move a project into development or operation may be compromised or precluded. Delays in projects attributable to a lack of community support or other community-related disruptions or delays can translate directly into a decrease in the value of a project or into an inability to bring the project to, or maintain, production. The cost of measures and other issues relating to the sustainable development of mining operations may result in additional operating costs, higher capital expenditures, reputational damage, active community opposition (possibly resulting in delays, disruptions and stoppages), legal suits, regulatory intervention and investor withdrawal.

Acquisitionand Maintenance of Permits and Governmental Approvals

Exploration and development of, and production from, any deposit at the Company’s mineral projects require permits from various government authorities. There can be no assurance that any required permits will be obtained in a timely manner or at all, or that they will be obtained on reasonable terms. Delays or failure to obtain, expiry of, or a failure to comply with the terms of such permits could prohibit development of the Company’s mineral projects and have a material adverse impact on the Company.

While the Company believes the contractual relationships and the structures it has in place with private Bolivian companies owned 100% by Bolivian nationals for the Silverstrike Project and the Carangas Project are legally compliant with Bolivian laws related to the Frontier Areas, there is no assurance that the Company’s Bolivian partner will be successful in obtaining approval of AJAM to convert the exploration licenses to AMCs in the case of Carangas Project, or that even if approved, that such contractual relationship and structure will not be challenged by other Bolivian organizations or communities.

The Company’s current and future operations, including development activities and commencement of production, if warranted, require permits from government authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety, and other matters. Companies engaged in property exploration and the development or operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations, and permits. The Company cannot predict if all permits which it may require for continued exploration, development, or construction of mining facilities and conduct of mining operations will be obtainable on reasonable terms, if at all. Time delays and associated costs related to applying for and obtaining permits and licenses may be prohibitive and could delay planned exploration and development activities. Failure to comply with or any violations of the applicable laws, regulations, and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions.

Management’s Discussion and Analysis	Page 18

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

For thethree and six months ended December 31, 2022

(Expressedin US dollars, unless otherwise stated)

Parties engaged in mining operations may be required to compensate those impacted by mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations, and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company’s operations and cause increases in capital expenditures or production costs, or reduction in levels of production at producing properties, or require abandonment or delays in the development of new mining properties.

DisclosureControls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that material information related to the Company is gathered and reported to senior management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), as appropriate, to allow for timely decisions about the Company’s public disclosure.

Management, including the CEO and CFO, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in the rules of the U.S. Securities and Exchange Commission and the national instrument of the Canadian Securities Administrators. The evaluation included documentation review, enquiries and other procedures considered by management to be appropriate in the circumstances. Based on this evaluation, management concluded that as of September 30, 2022, the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 and National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings) are effective.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

(a)	Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining an adequate system of internal control over financial reporting and used the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) to evaluate, with the participation of the CEO and CFO, the effectiveness of the Company’s internal controls. The Company’s internal control over financial reporting includes:

§	maintaining<br> records, that in reasonable detail, accurately and fairly reflect the transactions and dispositions<br> of the assets of the Company;
§	providing<br> reasonable assurance that transactions are recorded as necessary to permit preparation of<br> the consolidated financial statements in accordance with generally accepted accounting principles;
---	---
§	providing<br> reasonable assurance that receipts and expenditures are made in accordance with authorizations<br> of management and the directors of the Company; and
---	---
§	providing<br> reasonable assurance that unauthorized acquisition, use or disposition of company assets<br> that could have a material effect on the Company’s consolidated financial statements<br> would be prevented or detected on a timely basis.
---	---
Management’s Discussion and Analysis	Page 19
---	---

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

For thethree and six months ended December 31, 2022

(Expressedin US dollars, unless otherwise stated)

Based on this evaluation, management concluded that as of December 31, 2022, the Company’s internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by COSO was effective and provided a reasonable assurance of the reliability of the Company’s financial reporting and preparation of the financial statements.

No matter how well a system of internal control over financial reporting is designed, any system has inherent limitations. Even systems determined to be effective can provide only reasonable assurance of the reliability of financial statement preparation and presentation. Also, controls may become inadequate in the future because of changes in conditions or deterioration in the degree of compliance with the Company’s policies and procedures.

Emerging growth companies are exempt from Section 404(b) of the Sarbanes-Oxley Act, which generally requires public companies to provide an independent auditor attestation of management’s assessment of the effectiveness of their internal control over financial reporting. The Company qualifies as an emerging growth company and therefore has not included an independent auditor attestation of management’s assessment of the effectiveness of its internal control over financial reporting in its audited annual consolidated financial statements for the year ended June 30, 2022.

(b)	Changes in Internal Control over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the six months ended December 31, 2022 that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

TECHNICALINFORMATION

The scientific and technical information contained in this MD&A has been reviewed and approved by Alex Zhang, P. Geo., Vice President of Exploration of the Company, who is a qualified person for the purposes of NI 43-101.

CAUTIONARYNOTE REGARDING RESULTS OF PRELIMINARY ECONOMIC ASSESSMENT

ThePEA results are preliminary in nature and are intended to provide an initial assessment of the Silver Sand Project’s economic potentialand development options. The PEA mine schedule and economic assessment includes numerous assumptions and is based on both indicated andinferred mineral resources. Inferred resources are considered too speculative geologically to have the economic considerations appliedto them that would enable them to be categorized as mineral reserves, and there is no certainty that the project economic assessmentsdescribed herein will be achieved or that the PEA results will be realized. The estimate of mineral resources may be materially affectedby geology, environmental, permitting, legal, title, socio-political, marketing or other relevant issues. Mineral resources are not mineralreserves and do not have demonstrated economic viability. Additional exploration will be required to potentially upgrade the classificationof the inferred mineral resources to be considered in future advanced studies. AMC Mining Consultants (Canada) Ltd. (mineral resource,mining, infrastructure and financial analysis) was contracted to conduct the PEA in cooperation with Halyard Inc. (metallurgy and processing),and NewFields Canada Mining & Environment ULC (tailings, water and waste management). The qualified persons for the PEA for the purposesof NI 43-101 are Mr. Wayne Rogers P.Eng and Mr. Mo Molavi P.Eng both Principal Mining Engineers with AMC Mining Consultants (Canada)Ltd, Mr. Andy Holloway P.Eng, Process Director with Halyard Inc., and Mr. Leon Botham P.Eng., Principal Engineer with NewFields CanadaMining & Environment ULC. This is in addition to Ms. Dinara Nussipakynova, P.Geo., Principal Geologist with AMC Consultants (Canada)Ltd. who estimated the mineral resources. All qualified persons for the PEA have reviewed the disclosure of the PEA herein. The PEA isbased on the MRE, which was reported on November 28, 2022. The effective date of the MRE is October 31 2022. The cut-off applied forreporting the pit-constrained mineral resources is 30 g/t silver. Assumptions made to derive a cut-off grade included mining costs, processingcosts and recoveries and were obtained from comparable industry situations. The model is depleted for historical mining activities. Mineralresources are constrained by optimized pit shells at a silver price of US$22.50 per ounce, silver metallurgical recovery of 91%, silverpayability of 99%, open pit mining cost of US$2.6/t, processing cost of US$16/t, G&A cost of US$2/t, and slope angle of 44-47 degrees.Key assumptions used for pit optimization for the PEA mining pit include silver price of US$22.50 per ounce, silver metallurgical recoveryof 91%, silver payability of 99%, open pit mining cost of US$2.6/t, incremental mining cost of US$0.04/t (per 10 m bench), processingcost of US$16/t, tailing storage facility operating cost of US$0.7/t, G&A cost of US$2/t, royalty of 6.00%, mining recovery of 92%,dilution of 8%, and cut-off grade of 30 g/t silver.

Management’s Discussion and Analysis	Page 20

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

For thethree and six months ended December 31, 2022

(Expressedin US dollars, unless otherwise stated)

CAUTIONARYNOTE REGARDING FORWARD-LOOKING INFORMATION

Exceptfor statements of historical facts relating to the Company, certain information contained herein constitutes “forward-looking statements”within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information”within the meaning of applicable Canadian provincial securities laws (collectively, “forward-looking statements”). Forward-lookingstatements are frequently characterized by words such as “plan”, “expect”, “project”, “intend”,“believe”, “anticipate”, “estimate”, “goals”, “forecast”, “budget”,“potential” or variations thereof and other similar words, or statements that certain events or conditions “may”,“could”, “would”, “might”, “will” or “can” occur. Forward-looking statementsinclude, but are not limited to: statements regarding anticipated exploration, drilling, development, construction, and other activitiesor achievements of the Company; inferred, indicated or measured mineral resources or mineral reserves on the Company’s projects;the results of the PEA; timing of receipt of permits and regulatory approvals; and estimates of the Company’s revenues and capitalexpenditures.

Forward-lookingstatements are based on the opinions and estimates of management on the date the statements are made and are subject to a variety ofrisks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in theforward-looking statements. These factors include global economic and social impact of COVID-19; fluctuating equity prices, bond pricesand commodity prices; calculation of resources, reserves and mineralization; general economic conditions; foreign exchange risks; interestrate risk; foreign investment risk; loss of key personnel; conflicts of interest; dependence on management; uncertaintiesrelating to the availability and costs of financing needed in the future; environmental risks; operations and political conditions; theregulatory environment in Bolivia and Canada; risks associated with community relations and corporate social responsibility; and otherfactors described in this MD&A, under the heading “Risk Factors”, in the AIF and its other public filings. Theforegoing is not an exhaustive list of the factors that may affect any of the Company’s forward-looking statements or information.

Management’s Discussion and Analysis	Page 21

NEWPACIFIC METALS CORP.

Management’sDiscussion and Analysis

For thethree and six months ended December 31, 2022

(Expressedin US dollars, unless otherwise stated)

Theforward-looking statements are necessarily based on a number of estimates, assumptions, beliefs, expectations and opinions of managementas of the date of this MD&A that, while considered reasonable by management, are inherently subject to significant business, economicand competitive uncertainties and contingencies. These estimates, assumptions, beliefs, expectations and opinions include, but are notlimited to, those related to the Company’s ability to carry on current and future operations, including: the duration and effectsof COVID-19 on our operations and workforce; development and exploration activities; the timing, extent, duration and economic viabilityof such operations; the accuracy and reliability of estimates, projections, forecasts, studies and assessments; the Company’s abilityto meet or achieve estimates, projections and forecasts; the stabilization of the political climate in Bolivia; the availability andcost of inputs; the price and market for outputs; foreign exchange rates; taxation levels; the timely receipt of necessary approvalsor permits; including the ratification and approval of the MPC by the Plurinational Legislative Assembly of Bolivia; the ability of theCompany’s Bolivian partner to convert the exploration licenses at the Carangas Project to AMC; the ability to meet current andfuture obligations; the ability to obtain timely financing on reasonable terms when required; the current and future social, economicand political conditions; and other assumptions and factors generally associated with the mining industry.

Althoughthe forward-looking statements contained in this MD&A are based upon what management believes are reasonable assumptions, there canbe no assurance that actual results will be consistent with these forward-looking statements. All forward-looking statements in thisMD&A are qualified by these cautionary statements. Accordingly, readers should not place undue reliance on such statements. Otherthan specifically required by applicable laws, the Company is under no obligation and expressly disclaims any such obligation to updateor alter the forward-looking statements whether as a result of new information, future events or otherwise except as may be requiredby law. These forward-looking statements are made as of the date of this MD&A.

Cautionarynote TO U.S. INVESTORS

ThisMD&A has been prepared in accordance with the requirements of the securities laws in effect in Canada which differ from the requirementsof United States securities laws. All mining terms used herein but not otherwise defined have the meanings set forth in NI 43-101. Unlessotherwise indicated, the technical and scientific disclosure herein has been prepared in accordance with NI 43-101, which differs significantlyfrom the requirements adopted by the U.S. Securities and Exchange Commission.

Accordingly,information contained in this MD&A containing descriptions of the Company's mineral deposits may not be comparable to similar informationmade public by U.S. companies subject to the reporting and disclosure requirements of United States federal securities laws and the rulesand regulations thereunder.

Additionalinformation relating to the Company, including the AIF, can be obtained under the Company’s profile on SEDAR at www.sedar.com,on EDGAR at www.sec.gov, and on the Company’s website at www.newpacificmetals.com.

Management’s Discussion and Analysis	Page 22

 Exhibit 99.3

Exhibit 99.3

Form 52-109F2Certification of Interim FilingsFull Certificate

I, **Rui Feng, Chief Executive Officer of New Pacific Metals Corp.**certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the<br>“interim filings”) of New Pacific Metals Corp. (the “issuer”) for the interim period ended December 31, 2022.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the<br>interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that<br>is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered<br>by the interim filings.
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim<br>financial report together with the other financial information included in the interim filings fairly present in all material respects<br>the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim<br>filings.
---	---
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for<br>establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those<br>terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the<br>issuer.
---	---
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s<br>other certifying officer(s) and I have, as at the end of the period covered by the interim filings
---	---
(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance<br>that
---	---
(i)	material information relating to the issuer is made known to us by others, particularly during the period<br>in which the interim filings are being prepared; and
---	---
(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports<br>filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified<br>in securities legislation; and
---	---

(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding<br>the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s<br>GAAP.
5.1	Control framework: The control framework the issuer’s other certifying officer(s)<br>and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework issued by the Committee<br>of Sponsoring Organizations of the Treadway Commission (COSO).
---	---
5.2	ICFR – material weakness relating to design: The issuer has disclosed in its interim<br>MD&A for each material weakness relating to design existing at the end of the interim period
---	---

(a)	a description of the material weakness;
(b)	the impact of the material weakness on the issuer’s financial reporting and its ICFR; and
---	---
(c)	the issuer’s current plans, if any, or any actions already undertaken, for remediating the material<br>weakness.
---	---
5.3	N/A
---	---

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s<br>ICFR that occurred during the period beginning on October 1, 2022 and ended on December 31, 2022 that has materially affected, or<br>is reasonably likely to materially affect, the issuer’s ICFR.

Date: February 7, 2023

“Rui Feng”
Rui Feng
Chief Executive Officer

 Exhibit 99.4

Exhibit 99.4

Form 52-109F2

Certification of Interim FilingsFull Certificate

I, Jalen Yuan, Chief Financial Officer of NewPacific Metals Corp. certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the<br>“interim filings”) of New Pacific Metals Corp. (the “issuer”) for the interim period ended December 31, 2022.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the<br>interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that<br>is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered<br>by the interim filings.
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim<br>financial report together with the other financial information included in the interim filings fairly present in all material respects<br>the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim<br>filings.
---	---
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for<br>establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those<br>terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the<br>issuer.
---	---
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s<br>other certifying officer(s) and I have, as at the end of the period covered by the interim filings
---	---
(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance<br>that
---	---
(i)	material information relating to the issuer is made known to us by others, particularly during the period<br>in which the interim filings are being prepared; and
---	---
(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports<br>filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified<br>in securities legislation; and
---	---

(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding<br>the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s<br>GAAP.
5.1	Control framework: The control framework the issuer’s other certifying officer(s)<br>and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework issued by the Committee<br>of Sponsoring Organizations of the Treadway Commission (COSO).
---	---
5.2	ICFR – material weakness relating to design: The issuer has disclosed in its interim<br>MD&A for each material weakness relating to design existing at the end of the interim period
---	---

(a)	a description of the material weakness;
(b)	the impact of the material weakness on the issuer’s financial reporting and its ICFR; and
---	---
(c)	the issuer’s current plans, if any, or any actions already undertaken, for remediating the material<br>weakness.
---	---
5.3	N/A
---	---

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s<br>ICFR that occurred during the period beginning on October 1, 2022 and ended on December 31, 2022 that has materially affected,<br>or is reasonably likely to materially affect, the issuer’s ICFR.

Date: February 7, 2023

“Jalen Yuan”
Jalen Yuan
Chief Financial Officer