Management's Discussion & Analysis for the Period Ended June 30, 2023

Management Discussion and Analysis For the six months ended June 30, 2023 (expressed in United States dollars)

INTRODUCTION

The following management discussion and analysis ("MD&A") has been prepared as of August 31, 2023 and is related to the unaudited consolidated financial results of Starrex International Ltd ("Starrex" or the "Company") and its wholly owned subsidiaries, Property Interlink. LLC, Reliable Valuation Service, LLC, MFI Credit Solutions, LLC, Starrex Holdings, Inc., Starrex Insurance Holdings, Inc., Starrex Technical Services, LLC and All American Title Co., Inc., collectively referred to as the ("Group") for the six-month period ended June 30, 2023. The condensed interim unaudited consolidated financial statements for the three-month period ended June 30, 2023 have been prepared in accordance with International Financial Reporting Standards ("IFRS"). This MD&A should be read in conjunction with the unaudited consolidated financial statements and related notes for the three-month period ended June 30, 2023. Other pertinent information about the Group is available on SEDAR at www.sedar.com as well as on the Company's website at www.starrexintl.com.For the purpose of preparing our MD&A, the Company considers the materiality of information. Information is considered material if in the opinion of management: (i) such information results in, or would reasonably be expected to result in, a significant effect in the market price or value of our shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. We evaluate materiality with reference to all relevant circumstances. All dollar amounts are stated in Unites States dollars unless otherwise indicated.

Certain information included in this MD&A contains forward-looking statements within the meaning of applicable securities laws, including, among other things, statements concerning our objectives and our strategies to achieve those objectives, statements with respect to management's beliefs, plans, estimates and intentions and statements concerning anticipated future events, circumstances, expectations, results, operations or performance that are not historical facts. Forward-looking statements can be identified generally by the use of forward-looking terminology, such as "indicators", "outlook", "objective", "may", "will","expect", "intend", "estimate", "anticipate", "believe", "should", "plans", "continue" or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management.

The forward-looking statements in this MD&A are not guarantees of future results, operations or performance and are based on estimates and assumptions that are subject to risks and uncertainties, including those described below in this MD&A under "Risks and Uncertainties", which could cause actual results, operations or performance to differ materially from the forward-looking statements in this MD&A. Those risks and uncertainties include risks associated with property ownership, tenant termination and financial stability, liquidity, competition for real property investments, general uninsured losses and environmental matters. Historical results and percentage relationships contained in the Company's financial statements and MD&A, including trends that might appear, should not be taken as indicative of our future results, operations or performance.

Although the forward-looking statements contained in this MD&A are based on what management believes are reasonable assumptions, there can be no assurance that actual results, operations or performance will be consistent with these statements. All forward-looking statements in this MD&A are qualified by this forward-looking disclaimer. These statements are made as of June 30, 2023 and, except as required by applicable law, we undertake no obligation to update publicly or revise any such statements to reflect new information or the occurrence of future events or circumstances.

BUSINESS OVERVIEW

The strategy of the Company is to focus on development and acquisitions in the real estate and housing sectors. We are committed to investing in our employees, delivering value to our customers, ethically managing our suppliers and professional networks, and supporting the outside communities within which we work. While each of our subsidiaries serves its own corporate purpose, they share a fundamental commitment to all of our shareholders - to deliver value, service and growth.

Credit Reporting Services

MFI Credit Solutions, LLC ("MFI") (www.mfidata.com) is a full-service credit reporting agency, with resources from all three national credit agencies - TransUnion, Equifax and Experian. MFI has been providing consumer credit reports to Mortgage Lenders, Mortgage Brokers, and Credit Unions for homebuyers considering the purchase or refinance of a home for more than 17 years. We are nationally recognized as a trusted provider of not only credit services, but risk mitigation, flood and verification services. MFI Credit Solutions, LLC is governed by the Fair Credit Reporting Act (FCRA) and has the ability to provide credit reports to borrowers in all states.

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Management Discussion and Analysis For the six months ended June 30, 2023 (expressed in United States dollars)

Title Insurance

The Company acquired four title insurance agencies in Minnesota which consolidated into one newly formed entity effective March 17, 2023. All American Title Co., Inc. has been in the title insurance business for more than 24 years and is a leading provider of title insurance services in Minnesota and Wisconsin. Revenue is recognized at the time of closing of the underlying transaction as the earning process is then complete. Regulation of title insurance rates varies by state. Premiums are charged to customers based on rates predetermined in coordination with each states' respective Department of Insurance. Cash associated with such revenue is typically collected at closing of the underlying real estate transaction. Premium revenues from agency title operations are recognized when the underlying title insurance order and transaction closing, if applicable, are complete.

OVERALL PERFORMANCE

As at June 30, 2023, the Company owned and managed nine title insurance offices located in Minnesota. The acquisition of All American Title Co., Inc. closed on March 17, 2023.

Revenue associated with All American Title Co., Inc, from the date of acquisition through June 30, 2023, was $2,325,741 and is derived from title insurance settlement fees and premiums. The company paid $188,707 in commissions for the title insurance activities and operating expenses of $2,005,066 (including interest expense), resulting in net income of $131,968.

Our credit reporting segment, MFI Credit Solutions, LLC, continues to see a decline in activity as interest rates increase. We reported $1,558,541 in revenue associated with credit reporting activity for the six months ended June 30, 2023 compared to $2,287,246 for the six months ended June 30, 2022. Operating expenses for the six months ended June 30, 2023, were $1,593,978, including transaction fees, resulting in a net operating loss of $35,437 (June 30, 2022 - net operating income of $75,965).

Net income (loss)

The consolidated loss reported for continuing operations for the first six months of 2023 was $447,645 (June 30, 2022

• net income of $110,493). The company reported the following other expenses (See note 10 and 14 of June 30, 2023 Interim Consolidated Financial Statements), which resulted in a net comprehensive loss as at June 30, 2023 of $1,390,813.

Net income (loss) per weighted average share, basic and diluted

Basic net loss per share has been calculated based on the weighted average number of common shares outstanding as at June 30, 2023, of 16,368,031 (December 31, 2022 - 15,832,968).

FINANCIAL CONDITION

Select Condensed Consolidated Statement of Financial Position Information

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Management Discussion and Analysis For the six months ended June 30, 2023 (expressed in United States dollars)

TRADE AND OTHER RECEIVABLES

Consolidated trade and other receivables were $1,090,177 as at June 30, 2023 compared to $829,346 as at December 31, 2022. Included in the amount as at June 30, 2023 is $43,507 in JST receivables in the Corporate segment (December 31, 2022 - $20,215).

The Company entered into four agreements effective October 17, 2022, to provide operating capital through a revolving promissory note to title insurance companies. The promissory notes carry a 6% per annum interest rate with a maturity date of June 23, 2023. At the option of the Company, the note will become immediate due and payable. As at June 30, 2023, the Company recorded interest income of $62,469 (June 30, 2022 - $Nil).

The Company measures loss allowances based on an expected credit loss impairment ("ECL") model for all financial instruments measured at amortized cost or fair value through other comprehensive income with recycling into income. Application of the model depends on the following credit stages of the financial assets.

Significant judgement is required in making assumptions and estimates used to calculate the ECL, including movements between the three stages and the use of forward looking information. The measurement of ECL for each stage and the criteria used to determine a significant increase in credit risk uses information about past events and current conditions as well as reasonable and supportable projections of future events.

ECLs are measured as the probability-weighted present value of expected cash shortfalls over the remaining expected life of the financial instrument and consider reasonable and supportable information about past events, current conditions, and forecasts of future events and economic conditions that impact the Company's credit risk assessment.

As at June 30, 2023, the loans receivable have been classified Stage 2 based on the default date of June 23, 2023. The notes are secured with the underlying assets of the entities which are valued at approximately $3,200,000 as at June 30, 2023.

The following table reconciles the carrying value of the loans receivable:

ACQUISITIONS

Effective March 17, 2023, the Company entered into a Purchase and Sale Agreement to purchase all of the member interests of All American Title Co., Inc., AmeriFirst Title, LLC, AAT Holdings, LLC, Ameripine, LLC and Amcap Title, LLC ("AAT") for an aggregate amount of $9,343,981 comprised of:

1. a cash payment of $1,800,000;
2. secured non-interest bearing promissory notes in the aggregate amount of $4,500,000 due and payable 12 months following the closing date. These notes are secured pursuant to a Pledge and Security Agreement whereby the membership interests represented by the amount of the note are pledged as security until the particular promissory note is paid in full (See note 14). The proportion of membership interests that were represented by the cash amount have not been pledged as security for these notes. In addition, the indebtedness has been guaranteed by Starrex;

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Management Discussion and Analysis For the six months ended June 30, 2023 (expressed in United States dollars)

1. secured convertible notes in the amount of $2,700,000(See Note 3) bearing interest at 6% per annum and due 36 months from the closing date conditional upon eaout provisions based on a target EBITDA for the entities acquired. To the extent annual EBITDA targets are met, the holders will be entitled to receive a pro-rated payment. If the annual targets are not met the holders are not entitled to receive a prepayment. At the end of the three year term, the principal amount of the notes outstanding will be adjusted downwards by an amendment to the notes or by cancellation depending on the average performance achieved by the entities over the term of the notes. Interest is payable in cash semi-annually in arrears unless such interest amount is converted at the option of the holder and payable in common shares of Starrex based on the closing price of Starrex shares on the trading day prior to the conversion date. In addition, the holder of the notes may elect to convert all or any part of the principal amount into Starrex shares at a price of $2.09 (See Note 14). These notes are secured pursuant to a Pledge and Security Agreement whereby the membership interests represented by the amount of the note are pledged as security until the particular promissory note is pain in full. The proportion of membership interests that were represented by the cash amount have not been pledged as security for these notes. In addition, the indebtedness has been guaranteed by Starrex.;
2. the issuance of 250,000 shares of Starrex common stock $1.20 per share (See Note 12); and.
3. Starrex also provided $1,000,000 of working capital as of the closing date of the transaction.

The following table sets forth the final allocation of the purchase price to assets acquired, based on estimates of fair value, including a summary of major classes of consideration transferred, and the recognized amounts of assets acquired at the acquisition date:

The following table sets forth the final allocation of the purchase price to assets acquired, based on estimates of fair value, including a summary of major classes of consideration transferred, and the recognized amounts of assets acquired at the acquisition date:

RESULTS OF OPERATIONS

Revenues: Overall revenue increased by $1,766,510 over the first quarter of 2023 and is primarily attributable to the acquisition of All American Title Co., Inc. The corporate CGU contributed $371,563 in management, consulting and other miscellaneous income.

Total revenue for the three months ended June 30, 2023 was $3,042,412, an increase of $1,983,198 over revenues for continuing operations during the same period in 2022. The increase is due to acquisition activity. For the six months ended June 30, 2023, total revenue was $4,318,314, an increase of $1,981,068 over the six months ended June 30, 2022.

Expenses: Operating expenses for the six months ended June 30, 2023, were $4,765,959 and include commissions paid for title insurance activity along with costs associated with providing credit reports to consumers (June 30, 2022 - $2,506,527). The Company also reported $73,782 in accretion expense along with $1,007,394 in expected credit loss associated with the notes receivable. A gain of $138,008 was also recognized on the convertible note payable as it is measured at fair value at the end of each reporting period. See Liquidity and Capital Resources.

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