Alphamin Resources Corp. - Management Reports 2024

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MANAGEMENT’S DISCUSSION AND ANALYSIS (ALL FIGURES EXPRESSED IN US DOLLARS UNLESS OTHERWISE INDICATED) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

C2-202, Level 2, Office Block C, La Croisette, Grand Baie 30517, Mauritius Phone: +230 269 4166 www.alphaminresources.com

INTRODUCTION ....................................................................................................................... 2 DATE OF REPORT ................................................................................................................... 2 OVERVIEW AND OUTLOOK .................................................................................................... 2 OPERATIONAL REVIEW – YEAR AND QUARTER ENDED DECEMBER 2023 ................... 3 CORPORATE DEVELOPMENTS ............................................................................................. 4 OVERALL PERFORMANCE .................................................................................................... 4 OPERATING ACTIVITIES ......................................................................................................... 4 SELECTED ANNUAL INFORMATION ..................................................................................... 4 SUMMARY OF QUARTERLY RESULTS ................................................................................. 5 RESULTS OF OPERATIONS ................................................................................................... 5 LIQUIDITY AND CAPITAL RESOURCES ................................................................................ 7 DIVIDENDS ................................................................................................................................ 8 ASSET BACKED COMMERCIAL PAPER ............................................................................... 8 FINANCIAL INSTRUMENTS .................................................................................................... 8 SHARE CAPITAL ...................................................................................................................... 8 OUTLOOK ................................................................................................................................. 9 GENERAL ECONOMIC CONDITIONS ..................................................................................... 9 CAPITAL AND EXPLORATION EXPENDITURES .................................................................. 9 OFF BALANCE SHEET ARRANGEMENTS ............................................................................ 9 MARKET RISK DISCLOSURES ............................................................................................... 9 NEW ACCOUNTING STANDARDS AND INTERPRETATIONS ........................................... 10 RISKS AND UNCERTAINTIES ............................................................................................... 13 RELATED PARTY TRANSACTIONS ..................................................................................... 26 MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING 27 USE OF NON-IFRS FINANCIAL PERFORMANCE MEASURES .......................................... 27 FORWARD LOOKING STATEMENTS ................................................................................... 28 QUALIFIED PERSON ............................................................................................................. 29 APPROVAL ............................................................................................................................. 30

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

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INTRODUCTION

This Management’s discussion and analysis (MD&A) of the financial position and results of operations of Alphamin Resources Corp. (“Alphamin,” or the “Company”) should be read in conjunction with the audited annual consolidated financial statements of the Company and the notes thereto for the years ended December 31, 2023 and December 31, 2022. In this discussion and analysis, unless the context otherwise dictates, a reference to the Company refers to Alphamin Resources Corp. and its subsidiaries.

This discussion and analysis contains forward-looking statements. Please refer to the cautionary language under Forward-Looking Statements within this report.

DATE OF REPORT

This MD&A is prepared as of March 7, 2024. All amounts in the financial statements and this MD&A are expressed in United States dollars (“$”) unless indicated otherwise.

OVERVIEW AND OUTLOOK

FINANCIAL YEAR AND QUARTER ENDED DECEMBER 2023 - OPERATIONAL HIGHLIGHTS

FY2023 tin production of 12,568 tonnes, up 1% from the prior year
Q4 tin production of 3,126 tonnes
Q4 tin sales of 2,046 tonnes impacted by poor road conditions , which have subsequently improved
FY2023 EBITDA[1 ] of US$136m at an average tin price of US$26,009/t, with EBITDA negatively affected by a temporary delay in Q4 tin sales volumes
US$50 million tin prepayment arrangement and lower marketing commission secured
Mpama South development project commissioning commenced post year end

Production and Financial Summary for the quarter and year ended December 2023

Description	Units	Year ended December 2023	Year ended December 2022	Change	Quarter ended December 2023	Quarter ended September 2023	Change
Ore Processed	Tonnes	400,691	436,400	-8%	105,510	100,395	5%
Tin Grade Processed	% Sn	4.15	3.82	9%	3.98	4.08	-3%
Overall Plant Recovery	%	75	75	1%	75	76	-2%
Contained Tin Produced	Tonnes	12,568	12,493	1%	3,126	3,104	1%
Contained Tin Sold	Tonnes	11,385	12,764	-11%	2,046	3,110	-34%
EBITDA1	US$'000	135,537	222,158	-39%	20,317	38,429	-47%
AISC1	US$/t sold	14,205	14,276	0%	14,638	14,554	1%
Dividendspaid(centsper share)	C$ cps	6	6	0%	0	3	n/a
Average Tin Price Achieved	US$/t	26,009	30,636	-15%	25,157	26,557	-5%

Figures in the table are for 100% of the Bisie Tin project. The Company owns an 84.14% indirect interest in the project.

1 This is a non-GAAP financial measure, is not standardised and may not be comparable to similar financial measures of other 2 issuers. See “Use of Non-IFRS Financial Performance Measures” below for a further explanation of this performance metric and how it is calculated.

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

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DESCRIPTION OF THE BUSINESS

Alphamin’s primary business is the production and sale of high-grade tin concentrate from the Bisie Tin Mine in the Democratic Republic of the Congo (“DRC”). The Company commenced commercial production on September 1, 2019. The Bisie Tin Mine occurs within Permis de Exploitation (Mining Permit) PE13155, along with 2 research permits granted to Alphamin’s DRC-registered subsidiary, Alphamin Bisie Mining SA (“ABM”). ABM is an 84.14% indirect controlled subsidiary of Alphamin, with the remaining 15.86% owned by the DRC government (5%) and the Industrial Development Corporation of South Africa Ltd (“IDC”) (10.86%). All tenements are located within the Walikale District, North Kivu Province of the east-central DRC and lie within one of the world’s principal gold and tin metallogenic provinces. The shares of Alphamin are listed on the TSX Venture Exchange (“TSX.V” - symbol AFM) in Canada, and the Johannesburg Stock Exchange AltX (symbol APH) in South Africa. For further information on the Company, readers are referred to the Company’s website (www.alphaminresources.com) and to Canadian regulatory filings on SEDAR+ at www.sedarplus.ca.

OPERATIONAL REVIEW – YEAR AND QUARTER ENDED DECEMBER 2023

Contained tin production of 3,126 tonnes for the quarter ended December 2023 was in line with the previous quarter. Tin production of 12,568 tonnes for the year ended December 2023 exceeded market guidance of 12,000 tonnes. The Mpama North underground mine continues to deliver ore at tin grades and volumes in line with expectations. The Mpama North processing facility performed well, achieving overall recoveries of 75% during FY2023 (FY2022: 75%).

As previously reported, poor road conditions resulting from record heavy rainfall, had a negative impact on truck transit times and export revenue receipts during Q4 2023. The rains have subsided significantly from mid December 2023 with rainfall now averaging ~10% of that recorded in October/November 2023. As a result of the slower truck transit times, Q4 2023 contained tin sales of 2,046 tonnes was 1,080 tonnes less than the quarter’s production and resulted in high levels of tin in stock. The delay in tin sales should catch-up during Q1 2024, possibly extending into April 2024, and accordingly only then report to EBITDA and revenue receipts.

AISC per tonne of tin produced was US$14,205 and US$14,638 for the year and quarter ended December 2023, respectively. This is in line with that of the prior periods. On-mine operating expenditure increased by 5% compared to the prior year mainly due to a 32% increase in underground development metres at Mpama North and higher diesel prices. Additional Mpama North underground development has resulted in increased developed reserves, higher run-of-mine ore stockpiles and improved future operational flexibility.

EBITDA for FY2023 and Q4 2023 was US$136m (FY2022: US$222m) and US$20m (Q3 2023: US$38m), respectively. The EBITDA variance compared to prior periods is attributable to lower tin prices and a delay in tin sales in Q4 2023 (Q4 sales delay had a ~US$14 million impact on EBITDA for the quarter and year ended December 2023).

Mpama South update and production guidance for the year ending December 2024

The initial development of the Mpama South underground mine has been completed on time. In addition, the underground development should ensure sufficient developed mineral resources to ensure adequate stockpiles ahead of the processing plant’s commissioning. This should allow for a rapid rampup of tin production following plant commissioning. Logistical delays due to poor inbound road conditions have deferred the commencement of processing to the end of March 2024 with first tin concentrate production planned during April 2024. The processing plant mechanical erection and installation is essentially complete with the main outstanding work relating to completion of the installation of electrical cabling, the installation of instrumentation and the commissioning of the plant. The crusher plant is nearing final commissioning with first ore expected to be crushed early March 2024.

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

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On the basis of incremental tin production from the Mpama South plant from April 2024, we expect contained tin production of between 17,000 tonnes and 18,000 tonnes for the year ending December 2024 (FY2023: 12,568 tonnes).

The Mpama South capital expenditure cost to steady state production, including operational readiness costs, are expected to exceed the US$116 million budget by approximately 10% primarily as a result of weather-related delays, higher logistical and import costs as well as minor scope changes.

Exploration Activities

Exploration during 2023 was constrained to completion of regional greenfields activities commencing with mapping, grab sampling and stream sediment sampling across the entire licence extents. The Company is planning an underground exploration drilling campaign at the Mpama North orebody towards the end of 2024 with a view to further extending resources at depth. Additional exploration activities will be considered from 2025 onwards in continuing to extend the life-of-mine at Mpama North and Mpama South and analysing the regional landscape in search of a third tin deposit.

CORPORATE DEVELOPMENTS

On November 16, 2023 the Company entered into an unsecured short term loan agreement with Westlake International Finance Ltd for an amount of $5m at a fixed interest rate of 18%. At the Company’s election the facility can be rolled into the Company’s existing senior credit facility.

OVERALL PERFORMANCE

Net Profit before taxes for the year ended December 31, 2023 amounted to $95,466,449 (2022: $184,663,746).

The year on year decrease was driven by a combination of a 15% lower tin price achieved and 11% fewer tonnes of tin sold as a result of poor road conditions during Q4 2023. Road conditions have subsequently normalised and the shortfall compared to production is expected to be made up in Q1, 2024, possibly extending into April 2024.

The tin price achieved in FY 2023 averaged $26,009 per tonne, compared to $30,636 per tonne in FY 2022. The current trading price for tin is approximately $26,500 per tonne.

OPERATING ACTIVITIES

During the year ended December 31, 2023 the Company processed 400,691 (2022: 436,400) tonnes of ore at a grade of 4.15% (2022: 3.82%). Contained tin production increased by 1% from 12,493 in 2022 to 12,568 tonnes in 2023.

Processing recoveries remained consistent at 75% year on year.

Contained tin sales during the year of 11,385 tonnes were lower than tin production of 12,568 tonnes as a result of poor road conditions due to record rainfalls in Q4 2023.

SELECTED ANNUAL INFORMATION

The following information has been extracted from the Company’s annual financial statements for each of the three most recently completed financial years.

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

For the Years Ended: Total revenue Net profit/(loss) attributable to equity holders Net profit/(loss) per share, basic Net profit/(loss) per share, diluted Cash and cash equivalents Total assets Total debt including lease liabilities EBITDA Cash dividends declared per share	US$(unless otherwise noted) $'000 $'000 US$ cents per share US$ cents per share $’000 $'000 $'000 $'000 CAD cents per share	31-Dec-23 31-Dec-22 31-Dec-21 288,505 391,052 352,883 47,223 100,925 48,205 3.70 7.94 4.03 3.68 7.86 3.75 7,159 119,389 90,640 516,760 490,102 421,150 (80,654) (10,053) (22,407) 135,537 222,158 198,592 0.06 0.06 0.03

Operating profit for the year decreased by 45% from $190m in 2022 to $105m in 2023 due to decreased tin sales volumes as a result of poor road conditions impacting truck transit times during Q4 2023 and a 15% decrease in the tin price achieved.

Profit before tax of $95m in 2023 compared to $185m in 2022, comprised a combination of the decrease in sales volumes and tin price and higher interest charges in 2023 as a result of increased debt financing.

Net income for the year decreased from $122m in 2022 to $58m in 2023. The effective tax rate increased marginally in 2023 as a result of the fixed nature of transport costs in the DRC which is a non-deductible expense. See note 8 of the financial statements for further details.

The table below sets out the operating profit:

		Q4 2023	Q4 2022	Variance	FY 2023	FY 2022	Variance
	$'000 $'000	49,011 (29,209)	65,526 (40,212)	-25% -27%	288,505 (161,044)	391,052 (175,284)	-26% -8%
Revenue Cost of sales
Gross profit General and administrative	$'000 $'000	19,802 (5,559)	25,314 (7,335)	-22% -24%	127,461 (22,454)	215,769 (25,302)	-41% -11%
Operating profit/(loss)	$'000	14,243	17,979	-21%	105,007	190,467	-45%

Figures in the table are for 100% of the Bisie Tin mine. The Company owns an 84.14% indirect interest in the Bisie Tin mine.

SUMMARY OF QUARTERLY RESULTS

The table below sets out the eight most recent quarter results:

		31-Dec 30-Sep 30-Jun 31-Mar 31-Dec 30-Sep 30-Jun 31-Mar 2023 2023 2023 2023 2022 2022 2022 2022
Total revenue Profit/(loss) per share attributable to equity holders Diluted Profit/(loss) per share attributable to equity holders Net profit/(loss) attributable to equityholders	US$'000 US cents US cents US$'000	49,011 80,781 75,742 82,971 65,526 67,824 111,471 146,231 0.32 1.16 1.15 1.08 0.64 1.61 2.35 3.35 0.32 1.15 1.14 1.07 0.64 1.60 2.32 3.28 4,066 14,734 14,667 16,406 8,226 20,444 29,948 42,307

RESULTS OF OPERATIONS

For the three months ended December 31, 2023 compared to December 31, 2022

Net profit after tax for the three months ended December 31, 2023 was $5.1m (2022: $10.5m).

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

The Company made an operating profit of $14.2m in Q4 2023 with contained tin sales of 2,046 tonnes and an average tin price achieved of $25,157/t. As outlined above the sales for the quarter were negatively affected by road conditions in the eastern DRC. These have subsequently improved.

The Company’s EBITDA and AISC per tonne of payable tin produced for the quarter and year ended December 2023 are summarised below:

December 2023 are summarised below:	December 2023 are summarised below:
		Q4 2023	Q4 2022	Variance	FY 2023	FY 2022	Variance
Tonnes processed Tin grade processed Recoveries Payable tin produced Payable tin Sold	t t t t t	105,510 4.0% 75% 3,126 2,046	106,087 4.0% 73% 3,113 3,119	-1% 0% 1% 0% -34%	400,691 4.2% 75% 12,568 11,385	436,400 3.8% 75% 12,493 12,764	-8% 9% 1% 1% -11%
Average tin price achieved Revenue Off mine costs	$/t $'000 $'000	25,157 49,011 (13,144)	21,436 65,526 (16,432)	17% -25% -20%	26,009 288,505 (71,078)	30,636 391,053 (82,820)	-15% -26% -14%
Net on mine revenue Operating and administrative costs Concentrate stock movement (excluding depreciation)	$'000 $'000 $'000	35,867 (22,600) 7,050	49,094 (21,959) (87)	-27% 3% -8203%	217,427 (88,882) 6,992	308,233 (84,459) (1,616)	-29% 5% -533%
EBITDA1, 2	$'000	20,317	27,048	-25%	135,537	222,158	-39%

*EBITDA is shown on a 100% basis for the Bisie Tin mine. The Company owns an 84.14% indirect interest in the Bisie Tin mine.

AISC per tonne of contained tin produced	AISC per tonne of contained tin produced	Q4 2023	Q4 2022	Variance	FY 2023	FY 2022	Variance
On mine operating costs Tonnes of contained tin sold Tonnes of contained tin produced On mine costs per tonne produced Off mine costs per tonne sold Sustainingcapexper tonneproduced	$'000 t t $/t $/t $/t	22,600 2,046 3,126 7,230 6,424 984	21,959 3,119 3,113 7,054 5,268 1,006	3% -34% 0% 2% 22% -2%	88,882 11,385 12,568 7,072 6,243 890	84,459 12,764 12,493 6,761 6,488 1,027	5% -11% 1% 5% -4% -13%
AISC1, 2	$/t	14,638	13,328	10%	14,205	14,276	0%

Reconciliation of operating profit to EBITDA		Q4 2023	Q4 2022	Variance	FY 2023	FY 2022	Variance
Operating Profit Adjustments; Depreciation, depletion & amortisation Depreciation in stock movement Borrowing costs in G&A Share based payments in G&A Depreciation in G&A	$'000 $'000 $'000 $'000 $'000 $'000	14,243 7,566 (1,874) 0 256 126	17,979 7,236 23 0 1,683 127	-21% 5% -8248% -85% -1%	105,007 30,788 (1,835) 0 1,072 505	190,467 28,300 430 32 2,421 507	-45% 9% -527% -100% -56% 0%
EBITDA1, 2	$'000	20,317	27,048	-25%	135,537	222,157	-39%

All in sustaining cost (AISC) per tonne of contained tin produced was $14,638 in Q4 2023 and $14,205 for the 2023 year, up 10% and flat, respectively. AISC was higher quarter on quarter as a result of a higher tin price achieved, which impacts off-mine costs, as well as higher road maintenance costs.

On-mine costs per tonne produced were up 5% year on year as a result of higher diesel costs and increased underground development rates.

For the year-ended December 31, 2023 compared to December 31, 2022

For the twelve months ended December 31, 2023 the Company realised a profit after tax attributable to equity holders of $47.2m (2022: $100.9m).

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

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EBITDA for the year amounted to $136m, which was down 39% compared to FY 2022 due to lower sales volumes and lower tin prices achieved.

LIQUIDITY AND CAPITAL RESOURCES

As at December 31, 2023 the Company had a consolidated cash balance of $7.2m (2022: $119.4m) and net current assets of $20m (2022: $109.2m).

Net cash decreased from $109m to Net debt of $73m during the year. As previously disclosed, FY 2023 was a particularly demanding year on cashflows which included $121m in investing activities, the majority of which related to Mpama South development expenditures, DRC income taxes paid of $103m which included paying the balance of the FY2022 tax liability of $60m and provisional tax payments of $43m (based on 80% of prior year profits) of which $10m is a prepayment against FY2024 tax. Cash flows on income tax in 2024 are expected to be in the region of $32m.

Accounts payable and accrued liabilities decreased by $44m as a result of the tax payments referred to above offset in part by higher accounts payable due to creditors as a result of delayed working capital resulting from the poor road conditions in Q4 2023.

Dividends of CAD$0.06 per share (approximately US$57m) were declared and paid during the year ended December 2023 (2022: CAD$0.06 per share).

The Company continues to generate excess operational cash. The cashflow profile in 2024 is expected to be substantially different to 2023 with approximately $170m less cash outflow on Mpama South and DRC income tax together with increased revenues expected from additional sales of tin produced from the Mpama South plant. The Company intends to make a final FY2023 dividend decision in April 2024 to align with the timing of holding the annual general meeting of Alphamin Bisie Mining SA (ABM), the Company’s DRC subsidiary, to approve ABM’s annual financial statements and consideration of the declaration of a dividend for distribution to the Company and other minority shareholders.

Operating activities

Net cash generated from operating activities for the year ended December 31, 2023 was $134m (December 31, 2022: $219m). The decrease is largely a result of the lower sales volumes and a lower tin price achieved year on year. Interest payments were higher in fiscal 2023 due to increased overall debt balances. Tax payments increased by $57m year on year and are expected to decrease by approximately $70m in 2024 due to having paid more in provisional payments during 2023 than the full year tax expense.

Investing activities

Cash used in investing activities for the year ended December 31, 2023 was $117m (2022: $72.8m). The difference is primarily due to the expenditure incurred on the Mpama South development project. Exploration expenditures were reduced from $17.2m in 2022 to $6m in 2023. Exploration expenditure is expected to increase from 2025 onwards.

Financing activities

Cash inflows from financing activities for the year ended December 31, 2023 amounted to $2.7m compared to an outflow of $85.1m in 2022. Distributions to shareholders including minority interests amounted to $63.7m compared to $71,5m in 2022. Debt drawdowns of $15m were made in 2023 compared to repayments of $13.6m in 2022. During the year ended December 31, 2023 the Company fully utilised a new bank overdraft facility in the amount of $51.7m (2022: Nil).

Liquidity outlook

The funding of the Mpama South expansion project, shareholder distributions and DRC income tax payments were a priority during the year ended December 2023. The allocation of capital in FY2024 will be prioritised towards completion of the Mpama South project in Q1 2024, significantly lower DRC

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

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income taxes on the basis of large advance provisional payments made during FY2023 and, if appropriate, shareholder distributions. Management continually review cash requirements and forecasts and intend to distribute excess cash to shareholders to the extent permissible.

DIVIDENDS

The Company declared a final dividend in respect of its 2022 fiscal year of CAD$0.03 per share in January 2023 which was paid in February 2023. An interim FY2023 dividend of CAD$0.03 per share was paid in Q3 2023. A final FY2023 dividend decision will be made in April 2024.

ASSET BACKED COMMERCIAL PAPER

The Company has leased various underground mining equipment from Epiroc Financial Solutions. In addition, the Company has entered into a lease agreement with its fuel supplier regarding a fuel farm facility built and operated by the supplier at the Company’s mine site. See note 12 of the financial statements – “lease agreements” for further information.

FINANCIAL INSTRUMENTS

Cash, bank overdrafts, accounts receivable, accounts payable and accrued liabilities are considered to be a reasonable approximation of their fair value due to the short-term nature of these instruments. Cash, accounts payable and long-term debt are designated as financial instruments at amortised cost. Warrants are designated as liabilities at Fair Value Through Profit or Loss. The Company’s financial instruments are exposed to a number of financial and market risks, including credit, liquidity and foreign exchange risks. The Company has established active policies to manage these risks. The Company does not currently have in place any active hedging or derivative trading policies to manage these risks since the Company’s management does not believe that the current size, scale and pattern of its operations would warrant such hedging activities. The Company places its cash with high credit quality financial institutions. Additional information can be found within the Company’s 2023 annual consolidated financial statements.

SHARE CAPITAL

The Company had:

Authorised share capital of an unlimited number of common shares without par value.

	March 7, 2024	December 31, 2023	December 31, 2022
Common shares issued	1,275,543,813	1,275,543,813	1,273,797,231
Stock options outstanding	8,900,000	8,900,000	11,646,582
SARES (SAR Equivalent Shares)	11,506,742	11,506,742	-
Unvested SARES	1,416,667	1,416,667	5,250,000

A summary of stock option activity and information concerning outstanding and exercisable options as at December 31, 2023 is as follows:

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

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	Options outstanding	Options outstanding
	Number of	Weighted	Weighted
	options	average	average
		exercise price	exercise price
	#	CAD$	USD$
Balance, December 31, 2021	17,490,985	0.39	0.31
Options forfeited during the year	(2,000,000)	0.73	0.54
Options exercised during the year	(1,937,661)	0.24	0.18
Options surrendered during the year	(8,006,742)	0.21	0.16
Options issued during the year	6,100,000	0.68	0.50
Balance, December 31, 2022	11,646,582	0.65	0.48
Options exercised during the year	(1,746,582)	0.26	0.20
Options surrendered during the year	(1,000,000)	0.68	0.50
Balance, December 31, 2023	8,900,000	0.72	0.52

OUTLOOK

The information below is in addition to the disclosure concerning specific operations included in the Results of Operations section of this MD&A.

GENERAL ECONOMIC CONDITIONS

Global commodity prices have been subject to significant volatility based on macro-economic factors. The tin price has been particularly volatile and has been as low as $13,000 per tonne and as high as over $50,000 per tonne in the last four years. It is currently trading around $26,500 per tonne which is slightly above the 2023 average price achieved. Alphamin is well placed to generate positive operational cash flows due to its place on the cost curve resulting from the high grade nature of the Bisie tin mine.

Inflation has had a relatively modest effect on cost of production.

Alphamin’s primary short term target is to complete the commissioning of the Mpama South plant and reach a sustainable steady state of approximately 20,000 tonnes of contained tin production per year.

CAPITAL AND EXPLORATION EXPENDITURES

During FY2023, the Company spent approximately $100m on the Mpama South Development project. As a result, exploration expenditures were scaled back in 2023 and are expected to resume from 2025 onwards.

OFF BALANCE SHEET ARRANGEMENTS

During the fiscal years ended December 31, 2023 and 2022, the Company was not a party to any offbalance-sheet arrangements that have, or are reasonably likely to have, a material current or future effect on the results of operations, financial condition, revenues or expenses, liquidity, capital expenditures or capital resources of the Company.

MARKET RISK DISCLOSURES

Management have been consistent in deciding not to hedge the tin price for unsold product. The Company operates the highest-grade tin mine in the world and, with a relatively small debt balance and low AISC, believe this is the appropriate policy.

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

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NEW ACCOUNTING STANDARDS AND INTERPRETATIONS

BASIS OF PREPARATION

The Company’s financial statements, including comparatives, have been prepared using accounting policies consistent with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IFRS[®] Accounting Standards) and Interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC[®] ). These financial statements have been prepared on a historical cost basis except for share-based payments and certain financial assets, which have been measured at fair value. In addition, the financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

Consolidated statements of profit/(loss) and comprehensive profit/(loss) presentation

During the 2019 financial year, the Company amended its presentation of the Consolidated statements of profit/(loss) and comprehensive profit/(loss). This was due to the entity reaching commercial production. This was to enhance the readability of the financial statements of the users.

Application of new and revised standards

The following standards became effective for annual periods beginning on or after January 1, 2023. The Company adopted these standards in the current year and they did not have a material impact on its financial statements unless specifically mentioned below.

International Financial Reporting Standards and amendments effective for the first time for _December_2023 year-end	International Financial Reporting Standards and amendments effective for the first time for _December_2023 year-end	International Financial Reporting Standards and amendments effective for the first time for _December_2023 year-end
Number	Effective date	Executive summary
IFRS 17, ‘Insurance contracts’	Annual periods beginning on or after 1 January 2023 Early application is permitted for entities that apply IFRS 9, ‘Financial Instruments’, and IFRS 15, ‘Revenue from Contracts with Customers’, at or before the date of initial application of IFRS 17. (Published May 2017)	The International Accounting Standards Board (IASB) issued IFRS 17, ‘Insurance contracts’, and thereby started a new epoch of accounting for insurers. Whereas the current standard, IFRS 4, allows insurers to use their local GAAP, IFRS 17 defines clear and consistent rules that will significantly increase the comparability of financial statements. For insurers, the transition to IFRS 17 will have an impact on financial statements and on key performance indicators. Under IFRS 17, the general model requires entities to measure an insurance contract at initial recognition at the total of the fulfilment cash flows (comprising the estimated future cash flows, an adjustment to reflect the time value of money and an explicit risk adjustment for non-financial risk) and the contractual service margin. The fulfilment cash flows are remeasured on a current basis in each reporting period. The unearned profit (contractual service margin) is recognised over the coverage period. Aside from this general model, the standard provides, as a simplification, the premium allocation approach. This simplified approach is applicable for certain types of contract, including those with a coverage period of one year or less. For insurance contracts with direct participation features, the variable fee approach applies. The variablefee approach is avariationonthe general

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MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

International Financial Reporting Standards and amendments effective for the first time for _December_2023 year-end	International Financial Reporting Standards and amendments effective for the first time for _December_2023 year-end	International Financial Reporting Standards and amendments effective for the first time for _December_2023 year-end
Number	Effective date	Executive summary
		model. When applying the variable fee approach, the entity’s share of the fair value changes of the underlying items is included in the contractual service margin. As a consequence, the fair value changes are not recognised in profit or loss in the period in which they occur but over the remaining life of the contract.
IFRS 17, Insurance Contracts Amendments	Annual periods beginning on or after 1 January 2023 (Published June 2020)	In response to some of the concerns and challenges raised, the IASB developed targeted amendments and a number of proposed clarifications intended to ease implementation of IFRS 17, simplify some requirements of the standard and ease transition. The amendments relate to eight areas of IFRS 17, and they are not intended to change the fundamental principles of the standard or unduly disrupt implementation already underway.
Amendments to IAS 12, Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction	Annual periods beginning on or after 1 January 2023. Earlier application is permitted. (Published May 2021)	The amendments require companies to recognise deferred tax on transactions that on initial recognition give rise to equal amounts of taxable and deductible temporary differences.
Narrow scope amendments to IAS 1 ‘Presentation of Financial Statements’, Practice statement 2 and IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’	Annual periods beginning on or after 1 January 2023. Earlier application is permitted. (Published February 2021)	The amendments aim to improve accounting policy disclosures and to help users of the financial statements to distinguish changes in accounting policies from changes in accounting estimates.
Amendments to IAS 12 International Tax Reform – Pillar Two Model Rules	Annual periods beginning on or after 1 January 2023 with exception of the deferred tax exemption and disclosure of the fact that the exception has been applied,	These amendments give companies temporary relief from accounting for deferred taxes arising from the Organisation for Economic Co-operation and Development’s (OECD) international tax reform. The amendments also introduce targeted disclosure requirements for affected companies. The Company actively engages with governments, regulators and other stakeholders within the territories in which it operates. This includes global tax reforms such as those being agreed through the OECD, which seeks to implement a minimum effective tax rate of 15% on profits of large multinational groups in each country in which they operate (Pillar 2).

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

International Financial Reporting Standards and amendments effective for the first time for _December_2023 year-end	International Financial Reporting Standards and amendments effective for the first time for _December_2023 year-end	International Financial Reporting Standards and amendments effective for the first time for _December_2023 year-end
Number	Effective date	Executive summary
	which was effective on publication. (Published May 2023)	Pillar 2 has no impact on the Company since the qualified Domestic Minimum Tax (QDMTT) has not yet entered into force in Mauritius. The Mauritius Income Tax Act (ITA) has been amended through the 2022 Finance Act (FA) to introduce QDMTT (refer to Section 4(3) of the ITA which shall come into operation on a date to be fixed by proclamation). Further to the above, the Finance (Miscellaneous Provisions) Act 2022 has been enacted, implementing several measures from the 2022/2023 budget, including the introduction of a 15% minimum domestic top-up tax for companies resident in Mauritius belonging to a multinational entity group with annual revenue of at least EUR 750 million, in line with proposed Pillar 2 rules. The Company is not expected to fall within the threshold for Pillar 2 applicationand therefore thereisnomaterial impact.

Future accounting changes

The following new standards, amendments to standards and interpretations have been issued but are not effective during the year ended December 31, 2023. The Company has not yet adopted these new and amended standards. The Company has considered the amendments and assessed that they will have no material impact on adoption.

International Financial Reporting Standards, interpretations and amendments issued but not effective	International Financial Reporting Standards, interpretations and amendments issued but not effective	International Financial Reporting Standards, interpretations and amendments issued but not effective
Number	Effective date	Executive summary
Amendment to IAS 1, ‘Presentation of Financial Statements’ on Non- current Liabilities with Covenants	Annual periods beginning on or after 1 January 2024 (Published Nov 22)	The amendment clarifies how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability.
Amendment to IFRS 16, Lease Liability in a Sale and Leaseback	Annual periods beginning on or after 1 January 2024 (Published Sept 2022)	The amendment clarifies how a seller-lessee subsequently measures sale and leaseback transactions that satisfy the requirements in IFRS 15 to be accounted for as a sale.
Amendments to Supplier Finance Arrangements (IAS 7 and IFRS 7)	Annual periods beginning on or after 1 January 2024	These amendments require disclosures to enhance the transparency of supplier finance arrangements and their effects on a company’s liabilities, cash flows and exposure to liquidity risk. The disclosure requirements are the IASB’s response to investors’ concerns that some companies’supplier finance

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

International Financial Reporting Standards, interpretations and amendments issued but not effective	International Financial Reporting Standards, interpretations and amendments issued but not effective	International Financial Reporting Standards, interpretations and amendments issued but not effective
Number	Effective date	Executive summary
	(Published Jan 2020)	arrangements are not sufficiently visible, hindering investors’ analysis.
Amendments to IAS 21 Lack of Exchangeability (Amendments to IAS 21)	Annual periods beginning on or after 1 January 2025 (Published Aug 2023)	An entity is impacted by the amendments when it has a transaction or an operation in a foreign currency that is not exchangeable into another currency at a measurement date for a specified purpose. A currency is exchangeable when there is an ability to obtain the other currency (with a normal administrative delay), and the transaction would take place through a market or exchange mechanism that creates enforceable rights and obligations.

RISKS AND UNCERTAINTIES

The operating results and financial condition of the Company are subject to a number of inherent risks and uncertainties associated with its business activities, which include the operation of the Bisie underground tin mine, its ore processing facilities and concentrate sales activities, and financing activities and further growth and exploration initiatives. The operating results and financial condition are - also subject to numerous external factors, which include economic, social, geo political, regulatory, security, logistical, legal, tax and market risks impacting, among other things, metal prices, tax charges, operational input prices, concentrate treatment and logistical costs, foreign exchange rates, inflation, the ability to import and export and the availability and cost of capital to fund the liquidity requirements of the business. Each of these risks could have a material adverse impact on the Company’s future business, results of operations and financial condition, and could cause actual results to differ materially from those described in any Forward-Looking Statements contained in this MD&A. The Company endeavours to manage these risks and uncertainties in a balanced manner with a view to mitigating risk while maximising total shareholder returns. It is the responsibility of senior management to identify and effectively manage the risks of the business. This includes developing appropriate risk management strategies, policies, processes and systems. There can be no assurance that the - Company has been or will be successful in identifying all risks or that any risk mitigating strategies adopted to reduce or eliminate risk will be successful. A description of the more significant business risks and uncertainties affecting the Company are set out below. These risks, along with other potential risks not specifically discussed in this MD&A, should be considered when evaluating the Company. Additional risks not identified below may affect the Company.

Fluctuations in Commodity Prices and Tin Price Exposure

The price of the common shares of the Company, and the consolidated financial results and exploration, development and mining activities of the Company may in the future be significantly and adversely affected by declines in the price of tin. The price of tin fluctuates widely and is affected by numerous factors beyond the control of the Company such as the sale or purchase of commodities by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, the political and economic conditions and production costs of major mineral-producing countries throughout the world, and the cost of substitutes, inventory levels and carrying charges. Future serious price declines in the market value of tin could cause continued development of and commercial production from the properties in which the Company holds an interest to be impracticable. Depending on the price of tin, cash flow from any mining operations may not be sufficient and the Company could be forced to discontinue production and may lose its interest in, or may be forced to sell, some of its properties. Any future production from the Company’s mining properties is dependent upon the prices of tin being adequate to make these properties economic. In addition to adversely affecting the resource estimates of the Company and its financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

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result of a management decision or may be required under financing arrangements related to a particular project. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed. The Company sells tin concentrate based on the three or four-month average tin price at or close to the date of delivery to the customer, as agreed from time to time. The point of delivery could be any of Logu or Goma, in the North Kivu province of DRC or Kampala, Uganda under the terms of the contract. The Company does not have a hedging policy and is exposed to significant price movements between provisional invoicing and final pricing, which can be significant in a volatile tin price environment.

Uncertainty of Production and Cost Estimates

As a result of the substantial expenditures involved in the development of mineral projects and the fluctuation and increase of costs over time, development projects, including the Company’s Mpama South development project, may be prone to material cost overruns. The Company’s actual production and costs may vary from estimates for a variety of reasons, including: increased competition for resources and development inputs; cost inflation affecting the mining industry in general; actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; short-term operating factors relating to the ore reserves, such as the need for sequential development of ore bodies and the processing of new or different ore grades; revisions to mine plans, changes in the ore processing recoveries to final concentrate, difficulties with supply chain management, including the implementation and management of enterprise resource planning software; risks and hazards associated with mining; natural phenomena, such as inclement weather conditions, outbreaks of illness, water or power availability, floods, and earthquakes, volcanoes; and unexpected labour shortages or strikes. Operating costs may also be affected by a variety of factors, including changing waste-to-ore ratios, ore grades mined and processing recoveries, labour costs, cost of commodities and other inputs, general inflationary pressures and currency exchange rates. Many of these factors are beyond the Company’s control. No assurance can be given that the Company’s cost estimates will be achieved. Failure to achieve production or cost estimates or material increases in costs could have an adverse impact on Alphamin’s future cash flows, profitability, results of operations and financial condition.

Global Financial Conditions

Global financial conditions continue to be characterised as volatile. In recent years, global markets have been adversely impacted by various credit crises and significant fluctuations in fuel, energy, and transportation costs, and metals prices. Many industries, including the mining industry, have been impacted by these market conditions. A slowdown in the financial markets, geopolitical events, or other economic conditions, including, but not limited to, consumer spending, employment rates, business conditions, inflation, fuel, energy and transportation costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect the Company’s growth and profitability. Future crises may be precipitated by any number of causes, including natural disasters, outbreaks of medical endemic or pandemic issues, geopolitical instability, changes to energy prices or sovereign defaults. If increased levels of volatility continue or in the event of a rapid destabilisation of global economic conditions, it may result in a material adverse effect on commodity prices, demand for metals, availability of credit, supply chains, investor confidence, and general financial market liquidity, all of which may adversely affect the Company’s business and the market price of its securities. In addition to potentially affecting the price of commodities, general inflationary pressures may also affect the Company’s labour, commodity, and other input costs at operations, which could have a materially adverse effect on the Company’s financial condition, results of operations and capital expenditures for the development of its projects.

Supply Chain Disruptions

Prolonged disruptions to the procurement of equipment, or the flow of materials, and services to the Company or the transportation of the Company’s tin concentrate to refiners, could have an adverse impact on its operating costs, cash flows, liquidity, capital expenditures and construction and production schedules. These disruptions may be the result of macroeconomic matters outside of the Company’s control or ability to mitigate, such as from natural disasters, heavy rainfall impacting road conditions, transportation disruptions, economic instability, global pandemics and international sanctions, including

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

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those imposed in the context of geopolitical events, among others. Supply chain impacts may also manifest as rising costs or shortages of certain commodities and labour.

Political & Legal Framework Stability – Democratic Republic of Congo (DRC)

Alphamin’s Bisie tin mining projects are located in the Walikale District of the North Kivu province, east central DRC. In the DRC, the assets and operations of the Company could be subject to the effects of political changes, war and civil conflict, ramifications from the relocation of artisanal miners, changes in government policy, lack of law enforcement, labour unrest and the creation of new laws. These changes (which may include new or modified taxes or other government levies and aggressive policies for their collection, as well as other legislation) may impact the profitability and viability of the Company’s mining projects. The DRC is a developing country. It is in transition from a largely state controlled economy to one based on free market principles, and from a non-democratic political system with a centralised ethnic power base to one based on more democratic principles. There can be no assurance that these changes will be effected or that the achievement of these objectives will not have material adverse consequences for Alphamin and its operations. Moreover, the east central region of the DRC has undergone civil unrest and instability that could have an impact on political, social or economic conditions in the DRC generally. The impact of unrest and instability on political, social or economic conditions in the DRC could result in the impairment of the exploration, development and mining operations at the Company’s mineral properties and the movement of funds, goods, people and tin concentrate to and from such properties. Any such changes are beyond the control of Alphamin and may materially adversely affect its business.

Uncertainty of DRC Mining Code

On March 9, 2018, the then DRC President signed into effect the 2018 Mining Code that revised the country’s 2002 mining code. The 2018 Mining Code made revisions to a number of provisions included in the previous code including the removal of a 10-year tax stability clause, an increase in royalty rates from 2% to 3.5%, super profit taxes, local content, capital gains tax on indirect transfers or sales of mineral rights situated in the DRC and other matters. In addition, new mining regulations were also implemented alongside the revised DRC Mining Code. In some instances, the revisions are unclear and potentially open to interpretation. While the 2018 Mining Code has been implemented, the DRC Government may, in the future, amend, modify, supplement or repeal the 2018 Mining Code and the mining regulations. Such changes may be with or without notice to the industry and may be materially adverse and/or materially increase the cost of exploring, developing and/or operating a mine in the DRC. Any such future changes could be materially adverse to the Company’s financial condition, results of operations, business or prospects, and those of its mineral properties. The Company’s tax accrual in the DRC makes certain assumptions around assessed losses brought forward and application of super profit taxes. It is not uncommon in the DRC for these assumptions to be challenged aggressively which could result in higher taxes being paid than are accrued. The 2018 Mining Code introduced a capital gains tax (CGT) on indirect transfers of mineral rights situated in the DRC. The wording of this tax is vague and open to interpretation. CGT could become a factor in the price paid of any acquisition of the Company in a potential merger or acquisition transaction.

Risk of Legal and Administrative Proceedings

The nature and location of the Company’s business exposes it to various litigation matters, including civil liability claims, environmental matters, health and safety matters, regulatory and administrative proceedings, governmental investigations, tort claims, allegations of discriminatory practices, harassment, unethical behaviour, breach of human rights, contract disputes, labour matters and tax matters, among others. In addition, the Company may be subject to proceedings as a result of misconduct by its employees or third-party contractors, such as theft, bribery, sabotage, fraud, insider trading, violation of laws, slander or other illegal actions. All industries, including the mining industry, are subject to legal claims, with and without merit. The Company is currently involved in litigation and may become involved in legal disputes in the future. Defence and settlement costs associated with litigation can be substantial, even with respect to claims that are frivolous or have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding may have a material adverse effect on the Company’s financial position or results of operations. Securities class

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

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action litigation is also becoming more prevalent and is often brought against companies following periods of volatility in the market price of their securities.

Public Health Crises

The Company’s business, operations and financial condition could be materially adversely affected by the outbreak of epidemics, pandemics or other health crises, such as Ebola and the outbreak of the coronavirus COVID-19. The international response to the spread of COVID-19 led to significant restrictions on travel, temporary business closures, quarantines, stay-at-home orders, global stock market volatility, disruptions in supply chains, a reduction in consumer activity and increased volatility of commodity prices, including the price of tin. Such public health crises can result in operating, supply chain and project delays and disruptions, unavailability of parts and supplies, global stock market and financial market volatility, declining trade and market sentiment, reduced movement of people and labour shortages, and travel and shipping disruption and shutdowns, including as a result of government regulation and prevention measures, or a fear of any of the foregoing, all of which could affect commodity prices, interest rates, credit ratings, credit risk and inflation. The Company may experience business interruptions, including suspended or reduced operations at the Company’s Bisie tin mine and at third-party processing facilities, expenses and delays, relating to such events outside of the Company’s control, which could have a material adverse impact on its business, operating results, financial condition and the market for its securities. In particular, the DRC, in which the Company operates, may not have sufficient public infrastructure to adequately respond or efficiently and quickly recover from such events, which could have a materially adverse effect on the Company’s operations. The Company’s exposure to such public health crises also includes risks to employee health and safety. The Company’s operations are located in a remote and isolated area and represent a concentration of personnel working and residing in close proximity to one another. Should an employee or visitor become infected with a serious illness that has the potential to spread rapidly, this could place our workforce and ongoing operations at risk.

Failure to Achieve Production, Cost or Other Estimates

The Company has made estimates with respect to capital costs, operating costs, tin concentrate production levels, grade recovery levels and other economic parameters with respect to the Bisie tin mine and the Mpama South deposit. The Company’s actual costs, production, returns, payback and other financial and economic performance metrics for the Bisie tin mine and the Mpama South deposit are dependent on a number of factors, including currency exchange rates, the price of tin, the cost of inputs used in mining development and operations and events that impact cost and production levels that are not in the Company’s control. The Company’s actual costs may vary from estimates for a variety of reasons, including changing waste - to - ore ratios, ore grade, underground structural complexities impacting development and the ability to produce ore or control dilution, processing recoveries, labour and other input costs, commodity prices, costs incurred to transport products and consumables, external tin concentrate treatment charges, governmental charges and taxes and general inflationary pressures and currency exchange rates. Failure to achieve cost estimates or tin production targets or other economic performance metrics or material increases in costs could have a material adverse impact on the Company’s future cash flows, profitability, financial condition, results of operations, investor confidence and share price.

Exploration, Development and Operating Risks

Mining operations generally involve a high degree of risk. The Company’s operations are subject to all the hazards and risks normally encountered in the exploration, development and production of minerals, including unusual and unexpected geologic formations and weak underground geotechnical conditions, seismic activity, rock bursts, landslides, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Although adequate precautions to minimise risk will be taken, processing operations are subject to hazards such as landslides, equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability. The Company’s mining operations are located in a remote area and may be affected by adverse climate issues due to climate change or other factors, resulting in technical challenges for conducting both underground mining operations and

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

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processing and sales activities on surface. Although Alphamin benefits from modern mining technology, the Company may sometimes be unable to overcome problems related to weather and climate either expeditiously or at a commercially reasonable cost, which could have a material adverse effect on its business, results of operations and financial condition. The exploration for and development of mineral deposits involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of a mineral deposit may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish additional mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration or development programs planned by the Company will result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as quantity and quality of minerals and proximity to infrastructure; mineral prices which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital. There is no certainty that the expenditures made by the Company towards the search and evaluation of mineral resources will result in discoveries of commercial quantities of any minerals. The market prices of precious and base metals are volatile and are affected by numerous factors beyond the Company’s control. These factors include international economic and political trends, expectations of inflation, global and regional demand, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities, increased production due to improved mining and production methods and economic events. To the extent that positive cash flow from mining operations is not sufficient to fund the Company’s operations, external financing will be required. Actual funding may vary from what is planned due to a number of factors including the progress of exploration, development and production of its current properties. Should changes in equity market conditions prevent the Company from obtaining additional financing, the Company will need to review its properties and prioritise project expenditures based on funding availability.

Mpama South Development Decision

The Company’s production decision with respect to the Mpama South deposit was not based on the results of a pre-feasibility study or feasibility study of mineral resources demonstrating economic or technical viability. The production decision was based on a preliminary economic assessment (PEA) and mineral resources identified to date, including inferred mineral resources. The PEA is preliminary in nature, includes inferred mineral resources and potential grades and quantities of minerals that are considered too speculative geologically to have the economic considerations applied that would enable them to be classified as mineral reserves and there is no certainty that the preliminary economic assessment will be realised. Notwithstanding the very preliminary and conceptual nature of the preliminary economic assessment, based on the Company’s experience at Mpama North and knowledge base, including regarding underground conditions, the mining method and processing route, and the proximity and very similar characteristics of the deposits, the Company had a higher level of confidence in proceeding with a production decision for Mpama South at a point in time that was earlier than otherwise might be the case. Among the risks associated with the decision to commence production at Mpama South is the possibility that the deposit will not be economically or technically viable, construction timetables, cost estimates and production forecasts may not be realised or may be delayed.

Financing and Liquidity

The Company expects to rely on cash flows generated from its Bisie tin mining operations to fund its operating, investment, debt service and liquidity needs. The cyclical nature of the Company’s business, adverse commodity prices, unexpected costs or delays, supply chain disruptions, the effects of inflation and general economic conditions are such that conditions could change dramatically, affecting the Company’s cash flow generating capability, its ability to fund its operations or service indebtedness, all of which could have a material adverse impact on the Company’s earnings and cash flows and, in turn, could affect total shareholder returns or its ability to operate. Should additional capital be required, there can be no assurance that the Company will be able to obtain adequate financing or capital in the future

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

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or that the terms of such financing or capital will be favourable. Failure to obtain such additional financing could result in a delay or indefinite postponement of operational activities and development or construction project initiatives and could have a material adverse impact on the Company’s business, financial condition, results of operations and share price.

Credit Facilities

The Company’s credit facilities may limit, among other things, the Company’s ability to permit the creation of certain liens, make investments, dispose of the Company’s material assets or, in certain circumstances, pay dividends or pursue capital intensive growth initiatives. In addition, the credit facilities may limit the Company’s ability to incur additional indebtedness and may require the Company to maintain specified financial ratios and meet financial condition covenants. Events beyond the Company’s control, including changes in general economic and business conditions and the market price of tin, may affect the Company’s ability to satisfy these covenants or make principal or interest payments, which could result in a default under one or more credit facility. If an event of default under a credit facility occurs, the lender could elect to declare all principal amounts outstanding thereunder at such time, together with accrued interest, to be immediately due. An event of default under a credit facility may also give rise to an event of default under existing and future debt agreements and, in such event, the Company may not have sufficient funds to repay amounts owing under such agreements.

Security Risks

The Company’s operations and development and exploration activities in the DRC have an increased degree of security risk. The DRC has experienced instability in certain provinces caused by certain militia groups. The impacts of these risks could impede the exploration, development and operation of the Company’s mines and development and exploration activities. In addition, civil disturbances and criminal activities, such as trespass, kidnapping, armed robbery, illegal mining, sabotage, theft and vandalism, could cause disruptions to the Company’s operations and injury or death to Company personnel or third parties visiting or working at the Company’s properties, resulting in the suspension of operations in some cases. The Company has taken measures to protect its employees, third party visitors, property and production facilities from these risks however, these measures may not prove to be adequate. The measures that have been implemented by the Company cannot guarantee that such incidents will not occur and such incidents may halt or delay production, increase operating costs, result in harm to employees, third parties or trespassers, decrease operational efficiency, hurt community relations, negatively impact the Company’s reputation or result in criminal and/or civil liability for the Company or its employees and/or financial damages or penalties.

State of Siege in Eastern DRC

The state of siege relating to the provinces of North Kivu and Ituri issued by the DRC Government effective 6 May 2021 continues to be in place. The DRC national government’s intention in effecting the state of siege is to improve stability in these regions of the eastern DRC.

Dependence on Key Management and Employees

The success of the operations and activities of Alphamin is dependent to a significant extent on the efforts and abilities of a small number of officers, key employees and outside contractors. Relationships between the Company and its employees may be affected by changes in the scheme of labour relations that may be introduced by relevant government authorities in the jurisdictions in which the Company operates. Changes in applicable legislation or in the relationship between the Company and its employees or contractors may have a material adverse effect on the Company’s business, results of operations and financial condition. The Company’s ability to manage its operating, development, exploration and financing activities will depend in large part on the efforts of key management personnel. The loss of the services of one or more of these individuals could adversely affect Alphamin’s profitability, results of operations and financial condition. The Company faces significant competition for qualified and skilled personnel and there can be no assurance that the Company will be able to attract and retain such personnel. The Company does not hold key person insurance on any of these individuals.

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

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Counterparty Risk

The Company has entered into a concentrate off-take agreement whereby 100% of planned production of tin concentrate produced from the Company’s Bisie tin mine is committed to an external party throughout the calendar year. If the counterparty to the off-take agreement does not honour such arrangement, is contractually able to exclude itself from performance, or should the counterparty become insolvent, the Company may incur losses on the production already shipped or be forced to sell a greater volume of production in the spot market, which is subject to market price fluctuations. In addition, there can be no assurance that the Company will be able to renew the off-take arrangement on economic terms upon expiry, or at all, or that the Company’s production will meet the qualitative and quantitative requirements under such arrangement.

Foreign Exchange

By virtue of its international operations, the Company incurs costs and expenses in a number of foreign currencies. The revenue from mining operations received by the Company is denominated in U.S. dollars since the price of tin it produces is referenced in U.S. dollars, and the majority of operating and capital expenditures of its mining and other operations are denominated in U.S. dollars but certain operating and capital expenditures are denominated in South African rand and Euro. Fluctuations in these foreign exchange rates give rise to foreign exchange exposures, either favourable or unfavourable, which could have a material impact on the Company’s business, financial condition and results of operations.

Foreign Operations

In the DRC, the assets and operations of the Company are subject to various levels of political, economic and other risks and uncertainties associated with operating in a foreign jurisdiction. These risks and uncertainties include, but are not limited to, currency exchange rates; high rates of inflation; labour unrest; high rates of criminal activity, renegotiation or nullification of existing concessions, licenses, permits and contracts; changes in taxation policies; restrictions on foreign exchange; changing political conditions; currency controls and foreign governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. Changes, if any, in mining or investment policies or shifts in political attitude in the DRC may adversely affect Alphamin’s operations and/or profitability. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure could result in the loss, reduction or expropriation of entitlements. It is not possible for Alphamin to accurately predict such developments or changes in laws or policy or to what extent any such developments or changes may have a material adverse effect on the Company’s operations.

Resource Nationalism

Governments in certain jurisdictions struggle with depressed economies and as a result have targeted mining companies for additional revenue by way of increased economic rent for the exploitation of resources in their countries. Many countries have implemented changes to their respective mining regimes. Future changes could include things such as, but not limited to, laws affecting foreign ownership and take-overs, mandatory government participation, taxation and royalties, working conditions, expropriation, export duties or repatriation of income or return of capital.

Bribery and Corruption

The Company’s operations are governed by, and involve interactions with, public officials and many levels of government in the DRC. Its operations take place in a jurisdiction ranked unfavourably under Transparency International’s Corruption Perception Index. This jurisdiction may be vulnerable to the possibility of bribery, corruption, collusion, kickbacks, theft, improper commissions, facilitation payments, conflicts of interest and related party transactions. The Company is required to comply with

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anti - bribery and anti - corruption (“ABC”) laws in the countries in which the Company conducts its business. In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment to companies - - convicted of violating anti corruption and anti bribery laws. Furthermore, a company may be found liable for violations by not only its employees, but also by third parties, such as, but not limited to, contractors, suppliers, consultants, agents and customers. Although the Company has adopted a number of steps to mitigate bribery and corruption risks, which include, among others, developing policies and procedures, establishing a third party due diligence process, implementing training programs and performing regular internal monitoring activities and audits, such measures may not always be effective in ensuring the strict compliance with ABC laws of the Company, its employees or third parties. If the Company finds itself subject to an enforcement action or is found to be in violation of such laws, this may result in significant penalties, fines and/or sanctions imposed on the Company resulting in a material adverse impact on the Company’s reputation, business, financial condition and results of operations.

Laws, Regulations and Permitting

The activities of the Company are subject to various laws and regulations governing prospecting, exploration, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people, archaeological discovery and other matters. Although the Company currently carries out its operations and business in accordance with all applicable laws, rules and regulations, no assurance can be given that new laws, rules and regulations will not be enacted or that existing laws, rules and regulations will not be changed or be applied in a manner which could limit or curtail production or development. Furthermore, amendments to current laws and regulations governing operations and activities of mining, milling and processing or more stringent implementation thereof could cause costs and delays that could have a material adverse impact on the Company’s business, financial condition and results of operations. The Company’s current and future operations and development activities are subject to receiving and maintaining permits from appropriate governmental authorities. Although the Company currently has the required permits for its current operations, there can be no assurance that delays will not occur in connection with obtaining all necessary renewals of such permits for the existing operations or additional permits for planned new operations or changes to existing operations that could have a material adverse impact on the Company’s business, financial condition and results of operations. Failure to comply with 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. Parties engaged in mining and processing operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining and processing activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Market Access Restrictions or Tariffs

The Company could experience market access interruptions or trade barriers due to policies or tariffs of individual countries, or the actions of certain interest groups to restrict the import of certain commodities. Restrictions or interruptions in refining tin or the Company’s ability to transport concentrate across country boarders could materially affect its business operations. The Company’s exported tin concentrate, or the supplies it imports may also be subject to tariffs, which may impair the competitiveness of its business.

Conflict Minerals

There have been a number of international initiatives to reduce trade in natural resources extracted in conflict zones, the sale of which are used to further fund conflict. For example, initiatives contained in Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act in the United States and OECD Due Diligence Guidelines for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas require supply chain managers to verify purchased goods as “conflict-free” or implement measures to address any inability to do so. Similar legislative requirements have been adopted by the EU. Due to the geographic origin of the tin concentrate from the Bisie tin mine, under

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

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applicable laws and guidelines, the Company is required to certify to processing smelters and refiners that the concentrate produced at the Bisie tin mine is “conflict-free”. This certification must be obtained from independent third party auditors, and should the Company not be able to maintain the “conflictfree” status of its tin concentrate in future, this could materially negatively affect sales of tin concentrate to refiners and could have a material adverse effect on the Company’s business, operating results and financial position.

Enforcement of Legal Rights

In the event of a dispute arising at its foreign operations, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in preferred jurisdictions or in arbitration. The Company may also be hindered or prevented from enforcing its rights with respect to a governmental entity or instrumentality because of the doctrine of sovereign immunity.

Stakeholder Relations and License to Operate

The Company’s relationships with local communities and other stakeholders are critical to ensure the future success of its existing operations and the construction and development of its projects. There is an increasing level of public concern relating to the perceived effect of mining and smelter activities on the environment and on communities impacted by such activities. NGOs and civil society groups, some of which oppose globalization and resource development, are often vocal critics of the mining industry and its practices, including the use of hazardous substances and the handling, transportation and storage of various waste, including hazardous waste. Adverse publicity generated by such NGOs and civil society groups or others related to the extractive industries generally, or the Company’s operations specifically, could have a material adverse impact on, including but not limited to, the laws under which the Company operates, its ability to secure new permits and its reputation. Reputation loss may result in decreased investor confidence, increased challenges in developing and maintaining community relations and an impediment to the Company’s overall ability to advance its projects, obtain permits and licenses and/or continue its operations, which could have a material adverse impact on the Company’s business, results of operations and financial condition. While the Company is committed to operating in a socially responsible manner, there is no guarantee that its efforts in this regard will mitigate this potential risk. The inability of the Company to maintain positive relationships with local communities may also result in additional obstacles to permitting, increased legal challenges, or other disruptive operational issues at its operating mines, and could have a significant adverse impact on the Company’s ability to generate cash flow, with a corresponding adverse impact to the Company’s share price and financial condition.

Estimates of Mineral Resources and Mineral Reserves

The mineral resources and mineral reserves disclosed by the Company are estimates and no assurance can be given that the anticipated tonnages and grades will be achieved or that the indicated level of recovery will be realised. There are numerous uncertainties inherent in estimating mineral resources and mineral reserves, including many factors beyond the Company’s control. Such estimation is a subjective process and the accuracy of any resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and - geological interpretation. Short term operating factors, such as the need for orderly development of the ore bodies or the processing of new or different ore grades, may cause the mining operation to be unprofitable in any particular accounting period. In addition, there can be no assurance that tin recoveries in small scale laboratory tests will be duplicated in larger scale tests under on - site conditions - or during production. Fluctuations in tin prices, results of drilling, change in cut off grades, metallurgical testing, production and the evaluation of mine plans subsequent to the date of any estimates may require revision of such estimates. The volume and grade of mineral reserves mined and processed, and the recovery rates achieved may not be the same as currently anticipated. Any material reduction in the estimated mineral resources and mineral reserves could have a material adverse impact on the Company’s business, financial condition and results of operations. A significant decrease in the mineral resource and/or mineral reserve estimates could have a material adverse impact on the carrying value of exploration and evaluation assets, mine properties, property, plant and equipment, depletion and

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depreciation charges, and rehabilitation provisions, and could result in an impairment of the carrying value.

Need for Mineral Reserves

As mines have limited lives based on proven and probable mineral reserves, the Company must continually develop, replace and expand its mineral reserves as its mine produces tin. The Company’s ability to maintain or increase its annual production of tin and its aggregate mineral reserves will be significantly dependent on its ability to expand mineral reserves both at existing mines and new mines it intends to bring into production in the future.

Environmental Matters

All phases of the Company’s operations are subject to environmental regulations in the DRC and other jurisdictions in which it may operate. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations. Environmental hazards may exist on the properties in which the Company holds interests which are presently unknown to the Company and which have been caused by previous or existing owners or operators of the properties or by illegal mining activities.

Climate Change Risks

Many governments are moving to enact climate change legislation and treaties at the international, national, state, provincial and local levels. Where legislation already exists, regulations relating to emission levels and energy efficiency are becoming more stringent. Some of the cost associated with meeting more stringent regulations can be offset by increased energy efficiency and technological innovation. However, if the current regulatory trend continues, meeting more stringent regulations is anticipated to result in increased costs, which could have a material adverse impact on the Company’s business, results of operations and financial condition.

In addition, the physical risks of climate change may also have an adverse effect on the Company’s operations. These may include increased incidence of extreme weather events, resource shortages, changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures, any of which may result in a material adverse impact on its business, operations, financial position, results of operations and future growth prospects.

Insurance and Uninsured Risks

The business of the Company is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures underground or on surface, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to properties of the Company or others, delays in mining, monetary losses and possible legal liability. Although the Company may maintain insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all the potential risks and related loss of profit associated with a mining company’s operations. The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to the Company or to other companies in the mining industry on acceptable terms. The Company might also become subject to liability for pollution or other hazards which it may not be insured against or which the Company may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Company to incur significant costs that could have a material adverse effect upon its financial performance, results of operations and liquidity position.

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

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Land Title

Although the nature and extent of the interests of the Company in the properties in which it holds an interest has been reviewed by or on behalf of the Company and title opinions have been obtained by the Company with regard to certain of such properties, there may still be undetected title defects affecting such properties. Title insurance generally is not available, and the ability of the Company to ensure that it has obtained secure claim to individual mineral properties or mining concessions may be severely constrained. Furthermore, in certain cases, the Company has not conducted surveys of the claims in which it holds direct or indirect interests and, therefore, the precise area and location of such claims may be in doubt. Accordingly, the properties in which the Company holds an interest may be subject to prior unregistered liens, agreements, transfers or claims, and title may be affected by, among other things, undetected defects which could have a material adverse impact on the Company’s operations. In addition, the Company may be unable to operate its properties as permitted or to enforce its rights with respect to its properties.

Costs of Land Reclamation

It is difficult to determine the exact amounts which will be required to complete all land reclamation activities in connection with the properties in which the Company holds an interest. Reclamation bonds and other forms of financial assurance represent only a portion of the total amount of money that will be spent on reclamation activities over the life of a mine. Accordingly, it may be necessary to revise planned expenditures and operating plans in order to fund reclamation activities. Such costs may have a material adverse impact upon the financial condition and results of operations of the Company.

Infrastructure and supplies

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, vandalism, sabotage, government or other interference in the maintenance or provision or continued availability of such infrastructure could adversely affect the operations, financial condition and results of operations of the Company. Alphamin’s mineral interests are located in a remote area of the DRC, which lacks basic infrastructure, including sources of power, water, housing, food and transport. In order to develop and operate any of its mineral interests, Alphamin will need to maintain the facilities and materials necessary to support operations in the remote location in which it is situated. The remoteness of the mineral interests affects the viability of mining operations, as Alphamin will need to maintain and upgrade sources of power, water, physical plant and transport infrastructure that have been developed as part of the construction of the Bisie tin mine. The lack of availability of such sources may adversely affect mining feasibility and will, in any event, require Alphamin to apply significant funds, locate adequate supplies and obtain necessary approvals from national, provincial and regional governments, none of which can be assured.

Power Supply

The Company’s operations depend upon the reliable and continuous delivery of sufficient quantities of power to its mine and processing facilities. As a result of the Bisie tin mine’s remote location, diesel generators are relied upon for the generation of power for the project. Although measures to keep power outages and shortages to a minimum have been implemented, there may nonetheless be power outages or shortages as a result of insufficient capacity, breakdown of equipment, unavailability of parts or diesel fuel and other causes, which if they occur, may have a material adverse effect on the Company’s business, operating results and financial position.

Effect of Inflation on Results of Operations

In addition to potentially affecting the price of tin, general inflationary pressures may also affect the Company’s labour, commodity and other input costs, which could have a materially adverse effect on the Company’s financial condition, results of operations and capital expenditures for the development of its projects. The Company has been impacted by these inflationary pressures in the form of higher costs for key inputs required for its operations, most notably higher energy costs. The Company has

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

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made assumptions around the expected costs of these key inputs, and the Company’s actual costs in an inflationary environment may differ materially from those assumptions. These inflationary impacts may be felt directly through purchases of diesel and natural gas, as well as through higher transportation costs, and indirectly through higher costs of products which rely on energy as an input cost.

The Bisie tin mine, which represents the Company’s main asset, is located in the DRC which has historically experienced relatively high rates of inflation and increases in such rate of inflation may have a material adverse impact upon the financial condition and results of operations of the Company.

Reliance on a Single Property

The only material property interest of the Company is the Bisie tin project. Unless the Company acquires additional property interests, any adverse developments affecting the Bisie tin project could have a material adverse effect upon the Company and would materially and adversely affect the potential mineral resource production, profitability, financial performance and results of operations of the Company. The Company also anticipates using revenue generated by its operations at the Bisie tin mine in the future to finance other growth and value add initiatives, and exploration and development on its properties. Further, there can be no assurance that the Company’s exploration and development programs at its properties will result in any new economically viable mining operations or yield new mineral resources to replace and expand current mineral resources.

Dividends

Although the Company declared and paid dividends in 2022 and 2023, payment of any future dividends will be at the discretion of the Board after taking into account many factors, including the Company’s operating results, financial condition, and current and anticipated cash needs. There can be no assurance that dividends will be paid in the future.

Information Technology

The Company is growing more reliant on the continuous and uninterrupted operations of its information technology (“IT”) systems. User access and security of all IT systems are important elements to the operations of the Company. Protection against cyber security incidents and cloud security, and security of all of the Company’s IT systems, are critical to the operations of the Company. Any IT failure pertaining to availability, access or system security could result in disruption for personnel and could adversely affect the reputation, operations or financial performance of the Company. The Company stores a significant amount of its proprietary data on servers including, but not limited to, financial records, drilling databases, technical information, legal information, licences and human resource records. The Company utilises standard protocols and procedures in protecting and backing up electronic records; however, there is no assurance that third parties will not illegally access these records which could have a material adverse effect on the Company.

Foreign Subsidiaries

The Company conducts its operations through foreign subsidiaries and substantially all of its assets are held in such entities. Accordingly, any limitation on the transfer of cash or other assets between or among the Company and such entities, could restrict or impact the Company’s ability to fund or receive cash from its operations. Any such limitations, or the perception that such limitations may exist now or in the future, could have a material adverse impact on the Company’s business, financial condition and results of operations. In addition, the Company is incorporated under the laws of Mauritius and the corporate law and other laws governing the Company and its foreign subsidiaries differ materially from Canadian corporate and other laws. Challenges to the Company’s ownership or title to the shares of such subsidiaries or the subsidiaries’ title or ownership of their assets may occur based on alleged formalistic defects or other grounds that are based on form rather than in substance. Any such challenges may cost time and resources for the Company or cause other adverse effects.

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

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Risks with Respect to Inadequate Controls over Financial Reporting

Any failure of the Company to implement adequate controls over financial reporting, or difficulties encountered in their implementation, could have a material adverse impact on the Company's business, financial condition, results of operations and share price. No evaluation can provide absolute assurance that the Company's internal control over financial reporting will detect or uncover all material information required to be reported. Furthermore, there can be no certainty that the Company’s internal control over financial reporting will prevent or detect all errors and fraud.

Health and Safety Risk

Mining, like many other extractive natural resource industries, is subject to potential risks and liabilities due to accidents that could result in serious injury or death. The impact of such accidents could affect the profitability of the operations, cause an interruption to operations, lead to a loss of licenses, affect the reputation of the Company and its ability to obtain further licenses, damage community relations and reduce the perceived appeal of the Company as an employer. The Company has procedures in place to manage health and safety protocols in order to reduce the risk of occurrence and the severity of any accident and is continually investing time and resources to enhance health and safety at all operations.

DRC Specific Health Care Challenges

The Company faces certain risks in dealing with HIV/AIDS, malaria, tuberculosis and from time to time other infectious diseases such as Ebola. HIV/AIDS, malaria, tuberculosis, Ebola and associated diseases remain the major health care challenge faced by the DRC mining industry. Employee-related costs in the DRC are affected by HIV/AIDS, malaria and tuberculosis in the form of increased absenteeism, lower morale, reduced productivity, increased recruitment and replacement costs, higher insurance premiums and increased benefit payments and other costs of providing treatment and this could have a material adverse impact on the Bisie tin project and on the Company’s business, financial condition, results of operations or prospects.

Significant Shareholder

Tremont owns approximately 57.2% of the common shares of the Company. As a result, Tremont has the ability to influence the outcome of corporate actions requiring shareholder approval, including the election of directors of the Company and the approval of certain corporate transactions.

Public Company Obligations

The Company’s business is subject to evolving corporate governance and public disclosure regulations - that have increased both the Company’s compliance costs and the risk of non compliance, which could have a material adverse impact on the Company’s share price. The Company is subject to changing - rules and regulations promulgated by a number of governmental and self regulated organizations, including the Canadian Securities Administrators, the TSX Venture Exchange, JSE and the International Accounting Standards Board. These rules and regulations continue to evolve in scope and complexity creating many new requirements. The Company’s efforts to comply with rules and obligations could result in increased general and administration expenses and a diversion of management time and attention from revenue - generating activities.

Conflicts of interest

The Company’s proposed business raises potential conflicts of interests between certain of its officers and directors and the Company. Certain directors of the Company are directors of other mineral resource companies, service providers and advisors and, to the extent that such other companies may participate or advise in ventures in which the Company may participate, these directors may have a conflict of interest in negotiating and concluding terms regarding the extent of such participation. In the event that such a conflict of interest arises at a meeting of the Company’s directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases, the Company will establish a special committee of independent directors to review

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a matter in which several directors, or management, may have a conflict. Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest.

Market Price of Common Shares

The common shares are listed on the TSX Venture Exchange and JSE AltX. The price of these and other shares making up the mining sector have historically experienced substantial volatility, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally, including those impacting the price of commodities, interest rates, market perceptions concerning equity securities generally and the precious and base metal sectors in particular, and factors that may be specific to the Company, including daily traded volumes of the common shares. As a result of any of these factors, the market - price of the common shares at any given point in time may not accurately reflect the Company’s long term value, which in turn could impact the ability of the Company to raise equity or raise equity on terms considered to be acceptable. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources and have a material adverse impact on the Company’s business, financial condition and results of operations.

Dilution to Common Shares

From time to time the Company may issue warrants or other convertible securities to investors or grant stock options or other equity incentives to service providers under its share-based compensation plans. The holders of these securities are given an opportunity to profit from an increase in the market price of the Company’s common shares with a resulting dilution in the interest of shareholders. The holders of warrants, stock options or other convertible securities may exercise such securities at a time when the Company may have been able to obtain any needed capital by a new offering of securities on terms more favourable than those provided by the outstanding rights. The increase in the number of common shares in the market, if all or part of these outstanding rights were exercised, and the possibility of sales of these additional shares may have a negative effect on the price of the Company’s common shares. The Company may need to raise additional financing in the future through the issuance of additional equity securities. If the Company raises additional funding by issuing additional equity securities, such financings may substantially dilute the interests of shareholders of the Company and reduce the value of their investment in the Company’s securities.

The above list of risk factors ought not to be taken as exhaustive of the risks faced by Alphamin or by investors in Alphamin. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of Alphamin and the value of the common shares.

RELATED PARTY TRANSACTIONS

KEY MANAGEMENT PERSONNEL

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers. Remuneration attributed to key management personnel can be summarised as follows:

	Item Relationship December 31 2023 December 31 2022
	Director and Officer fees Directors, officers 1,134,692 1,415,153 Secretarial and administrative fees Corporate Secretary 37,950 36,000 Management fees Directors 138,900 138,900 Share basedpayments Directors,officers 952,744 2,156,503

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

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Debt due to related parties of $2,918,463 (2022: $2,502,240) are due to Tremont Master Holdings, the Company’s major shareholder. See Note 13 of the audited consolidated financial statements for further details.

Accounts payable due to related parties was $538,498 in 2023 (2022: 1,357,020). The amount relates to accruals for possible future dividend payments relating to SARES (SAR Equivalent Shares) for executives of the Company. See Note 13 of the audited consolidated financial statements for further details.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

In accordance with National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”), the Chief Executive Officer and Chief Financial Officer of the Company will file a Venture Issuer Basic Certificate with respect to the financial information contained in the consolidated financial statements and the audited annual financial statements and respective accompanying Management’s Discussion and Analysis.

In contrast to the full certificate under NI 52-109, the Venture Issuer Basic Certification does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109.

USE OF NON-IFRS FINANCIAL PERFORMANCE MEASURES

This MD&A refers to the following non-IFRS financial performance measures: Earnings before interest, taxes, depreciation and amortisation (“EBITDA”), and All-In Sustaining Cost (“AISC”).

These measures are not recognised under IFRS as they do not have any standardised meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. We use these measures internally to evaluate the underlying operating performance of the Company for the reporting periods presented. The use of these measures enables us to assess performance trends and to evaluate the results of the underlying business of the Company. We understand that certain investors, and others who follow the Company’s performance, also assess performance in this way.

We believe that these measures reflect our performance and are useful indicators of our expected performance in future periods. This data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

EBITDA

EBITDA provides insight into our overall business performance (a combination of cost management and growth) and is the corresponding flow drivers towards the objective of achieving industry-leading returns. This measure assists readers in understanding the ongoing cash generating potential of the business including liquidity to fund working capital, servicing debt, and funding capital expenditures and investment opportunities. EBITDA is profit before net finance expense, income taxes and depreciation, depletion, and amortisation. (See “Results of Operations” above for a reconciliation of operating profit to EBITDA).

NET CASH/(DEBT)

Net debt demonstrates how our debt is being managed and is defined as total current and non-current portions of debt and lease liabilities less cash and cash equivalents.

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

	December 31,	December 31,
	2023	2022
	USD	USD
Bank overdraft	(51,703,872)	-
Lease liabilities	(8,184,698)	(5,395,099)
Debt	(20,765,184)	(4,657,882)
Total debt	(80,653,754)	(10,052,981)
Less: cash and cash equivalents	7,158,566	119,388,687
Net(debt)/ cash	(73,495,188)	109,335,706

CASH COSTS

This measures the cash costs to produce a tonne of contained tin and the off mine costs to sell a tonne of contained tin. This measure includes mine operating production expenses such as mining, processing, administration, indirect charges (including surface maintenance and camp and tailings dam construction costs), corporate costs, smelting costs and deductions, refining and freight, distribution, royalties and product marketing fees. Cash Costs do not include depreciation, depletion, and amortisation, reclamation expenses, capital sustaining, borrowing costs and exploration expenses.

AISC

AISC is the cash cost to produce a tonne of contained tin plus the capital sustaining costs to maintain the mine, processing plant and infrastructure and the off mine costs to sell a tonne of contained tin. This measure includes cash costs and capital sustaining costs divided by tonnes of contained tin produced plus off-mine costs to transport and sell a tonne of contained tin. All-In Sustaining Cost per tonne does not include depreciation, depletion, and amortisation, reclamation, borrowing costs and exploration expenses.

Sustaining capital expenditures are defined as those expenditures which do not increase payable mineral production at a mine site and excludes all expenditures at the Company’s projects and certain expenditures at the Company’s operating sites which are deemed expansionary in nature. The following table reconciles sustaining capital expenditures to the Company’s total capital expenditures:

		Q4 2023	Q4 2022	Variance	FY 2023	FY 2022	Variance
Additions to plant and equipment Expansion capital expenditures Sustainingcapital expenditures	$'000 $'000 $'000	22,029 18,953 3,076	52,600 49,467 3,133	-58% -62% -2%	117,766 106,581 11,185	43,077 30,248 12,829	173% 252% -13%

Expansion capex primarily related to the Mpama South development project, as well as camp construction and fuel storage increases in anticipation of expanded output.

FORWARD LOOKING STATEMENTS

This MD&A contains certain forward-looking statements and information relating to the Company that are based on the beliefs of its management as well as assumptions made by and information currently available to the Company. When used in this document, the words "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. This MD&A may contain forward-looking statements relating to, among other things, annual production guidance for 2024; planned incremental production resulting from Mpama South; the timing for commissioning of the Mpama South processing plant; timing and plans regarding underground development and the total development cost of the Mpama South project; the expected allocation of capital during the 2024 financial year; and expected reversal of the temporary Q4 2023 sales lag by Q1 2024; expected future tin prices and cash flow changes compared to FY2023; estimates for capital costs for the Mpama South development project and the expected timing for

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

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completion of various elements of the project; anticipated allocation of capital in 2024; estimated DRC tax payments for 2024;total cash costs and all-in sustaining costs, and the factors contributing to those expected results, as well as expected capital expenditures; the Company’s liquidity outlook; grades expected to be mined at the Company’s operations; planned activities for the Company’s operations and projects, as well as planned exploration activities and expected outcomes; and the sufficiency of current working capital. Such statements reflect the current views of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Such factors include, without limitation: uncertainties regarding Mpama North and Mpama South estimates of the expected mined tin grades, processing plant performance and recoveries, uncertainties regarding the underground conditions for development, uncertainties regarding the logistical roads within the DRC for purposes of transporting product for sale and inbound consumables and equipment, uncertainties regarding global supply and demand for tin and market and sales prices, uncertainties with respect to social, community and environmental impacts, uninterrupted access to required infrastructure and third party service providers, adverse political events and risks of security related incidents which may impact the operation or safety of our people, uncertainties regarding the legislative requirements in the Democratic Republic of the Congo which may result in unexpected fines and penalties and tax payments, impacts of the global Covid-19 pandemic or other health crises on mining operations and commodity prices, price volatility in the spot and forward markets for tin and other commodities; significant capital requirements and the availability and management of capital resources; additional funding requirements; fluctuations in the international currency markets and in the rates of exchange of the currencies of the Democratic Republic of Congo (DRC) and the United States of America (US); discrepancies between actual and estimated production and the costs thereof; between actual and estimated reserves and resources and between actual and estimated metallurgical recoveries; changes in national and local government legislation in the DRC or any other country in which Alphamin currently or may in the future conduct business; taxation; controls, regulations and political or economic developments in the countries in which Alphamin does or may conduct business; the speculative nature of mineral exploration and development, including the risks of obtaining and maintaining the validity and enforceability of the necessary licenses and permits and complying with the permitting requirements of each jurisdiction in which Alphamin operates, including, but not limited to: obtaining and maintaining the necessary permits for the Bisie Project; the lack of certainty with respect to foreign legal systems, which may not be immune from the influence of political pressure, corruption or other factors that are inconsistent with the rule of law; the uncertainties inherent to current and future legal challenges Alphamin is or may become a party to; diminishing quantities or grades of reserves and resources; competition; loss of key employees; inclement weather conditions; availability of power, water, transportation routes and other required infrastructure for the Bisie tin project; general economic conditions and inflation and rising costs of labour, supplies, fuel and equipment; actual results of current exploration or reclamation activities; uncertainties inherent to mining economic studies; changes in project parameters as plans continue to be refined; accidents; labour disputes; defective title to mineral claims or property or contests over claims to mineral properties; risks, uncertainties and unanticipated delays associated with obtaining and maintaining necessary licenses, permits and authorisations and complying with permitting requirements, including those associated with the environment. In addition, there are risks and hazards associated with the business of mineral exploration, development and mining, including environmental events and hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and losses of processed tin (and the risk of inadequate insurance or inability to obtain insurance to cover these risks), as well as “Risk Factors” included elsewhere in this MD&A and Alphamin’s public disclosure documents filed on and available at www.sedarplus.ca.

QUALIFIED PERSON

Mr. Clive Brown, Pr. Eng., B.Sc. Engineering (Mining), is a qualified person (QP) as defined in National Instrument 43-101 and has reviewed and approved the scientific and technical information contained in this news release. He is a Principal Consultant and Director of Bara Consulting Pty Limited, an independent technical consultant to the Company.

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

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APPROVAL

The Board of Directors of Alphamin Resources Corp. has approved the disclosure contained in this MD&A. Readers of this MD&A and other filings can review and obtain copies of the Company’s filings from SEDAR+ at www.sedarplus.ca and copies will also be provided upon request.

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Alphamin Resources Corp. — Management Reports 2024

43803_rns_2024-03-08_30cc151e-f785-4bea-b5a3-06fdddeaf93a.pdf

TABLE OF CONTENTS

INTRODUCTION

DATE OF REPORT

OVERVIEW AND OUTLOOK

FINANCIAL YEAR AND QUARTER ENDED DECEMBER 2023 - OPERATIONAL HIGHLIGHTS

Production and Financial Summary for the quarter and year ended December 2023

DESCRIPTION OF THE BUSINESS

OPERATIONAL REVIEW – YEAR AND QUARTER ENDED DECEMBER 2023

Mpama South update and production guidance for the year ending December 2024

Exploration Activities

CORPORATE DEVELOPMENTS

OVERALL PERFORMANCE

OPERATING ACTIVITIES

SELECTED ANNUAL INFORMATION

SUMMARY OF QUARTERLY RESULTS

RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

Operating activities

Investing activities

Financing activities

Liquidity outlook

DIVIDENDS

ASSET BACKED COMMERCIAL PAPER

FINANCIAL INSTRUMENTS

SHARE CAPITAL

OUTLOOK

GENERAL ECONOMIC CONDITIONS

CAPITAL AND EXPLORATION EXPENDITURES

OFF BALANCE SHEET ARRANGEMENTS

MARKET RISK DISCLOSURES

NEW ACCOUNTING STANDARDS AND INTERPRETATIONS

BASIS OF PREPARATION

Consolidated statements of profit/(loss) and comprehensive profit/(loss) presentation

Application of new and revised standards

MANAGEMENT’S DISCUSSION AND ANALYSIS

Future accounting changes

RISKS AND UNCERTAINTIES

Fluctuations in Commodity Prices and Tin Price Exposure

Uncertainty of Production and Cost Estimates

Global Financial Conditions

Supply Chain Disruptions

Political & Legal Framework Stability – Democratic Republic of Congo (DRC)

Uncertainty of DRC Mining Code

Risk of Legal and Administrative Proceedings

Public Health Crises

Failure to Achieve Production, Cost or Other Estimates

Exploration, Development and Operating Risks

Mpama South Development Decision

Financing and Liquidity

Credit Facilities

Security Risks

State of Siege in Eastern DRC

Dependence on Key Management and Employees

Counterparty Risk

Foreign Exchange

Foreign Operations

Resource Nationalism

Bribery and Corruption

Laws, Regulations and Permitting

Market Access Restrictions or Tariffs

Conflict Minerals

Enforcement of Legal Rights

Stakeholder Relations and License to Operate

Estimates of Mineral Resources and Mineral Reserves

Need for Mineral Reserves

Environmental Matters

Climate Change Risks

Insurance and Uninsured Risks

Land Title

Costs of Land Reclamation

Infrastructure and supplies

Power Supply

Effect of Inflation on Results of Operations

Reliance on a Single Property

Dividends

Information Technology

Foreign Subsidiaries

Alphamin Resources Corp. Management Reports 2024