Altair Resources Inc. — Management Reports 2025

Feb 27, 2025

ALTAIR RESOURCES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE NINE MONTHS ENDED DECEMBER 31, 2024

This discussion and analysis of financial position and results of operation is prepared as at February 27, 2025 and should be read in conjunction with the unaudited condensed consolidated interim financial statements and the accompanying notes for the nine months ended December 31, 2024 of Altair Resources Inc. (the “Company” or “Altair”). The following disclosure and associated condensed consolidated interim financial statements are presented in accordance with IFRS Accounting Standards (“IFRS”). Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis (“MD&A”) are quoted in Canadian dollars. Additional information relevant to the Company’s activities, can be found on SEDAR at www.sedarplus.ca.

Forward-Looking Statements

This document may contain “forward-looking information” within the meaning of Canadian securities legislation (“forward-looking statements”). These forward-looking statements are made as of the date of this document and the Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required under applicable securities legislation.

Forward-looking statements relate to future events or future performance and reflect Company management’s expectations or beliefs regarding future events and include, but are not limited to, statements with respect to the estimation of mineral reserves and mineral resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, capital expenditures, success of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology. In this document, certain forward-looking statements are identified by words including “may”, “future”, “expected”, “intends” and “estimates”. By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks related to actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of resources; possible variations in ore reserves, grade or recovery rates; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; as well as those factors detailed from time to time in the Company’s interim and annual consolidated financial statements and management’s discussion and analysis of those statements, all of which are filed and available for review under the Company’s profile on SEDAR at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. The Company provides no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Company Overview

The Company was incorporated on November 17, 2005 under the provisions of the Company Act (British Columbia). The Company is a reporting issuer in British Columbia, Alberta and Ontario and trades on the TSX Venture Exchange (“TSXV”) as a Tier 2 issuer, under the symbol “AVX” and on the Frankfurt Exchange under the symbol “90A”. The Company’s principal office is located at #1305 - 1090 West Georgia Street, Vancouver, BC, V6E 3V7.

The Company is a junior mineral exploration company engaged in the acquisition, exploration and development of mineral resource properties. The Company has entered into a number of agreements to acquire various mineral property interests. As of the date of this MD&A the Company has, subject to completing adequate funding, received

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TSXV approval to complete its letter agreement on the Simon Property in Nevada, USA. See also “Property Agreements”. In addition, management of the Company is currently conducting due diligence on potential mineral interest acquisitions.

The Company will require significant funding to fund current and anticipated levels of operations and administration, fund its exploration requirements on the Simon Property, conduct due diligence and negotiations on potential mineral property interest acquisitions and retire its current indebtedness. The Company has been receiving ongoing advances from its shareholders and officers of the Company to pay certain of its immediate indebtedness and will need to raise additional capital from the sale of common shares or other equity or debt instruments. There can be no assurance that the Company will be able to do so. These conditions indicate the existence of material uncertainties that may cast significant doubt about the Company’s ability to complete the mineral interest acquisition agreement on the Simon Property or any other property, including the properties described below, or identify and negotiate completion of any potential mineral interest acquisitions and continue as a going concern.

Proposed Acquisition and Corporate Transactions

On November 22, 2023 the Company entered into an option and acquisition agreement dated November 22, 2023 (the “Agreement”) with arm’s length parties, Electric Metals (USA) Ltd. (“EMPL ParentCo”), its wholly owned subsidiaries Electric Metals (USA) PTY Limited (“EMPL”) collectively the “Vendor”), North American Silver Corporation (“NAS”) and Centennial Mining Inc. (“Centennial”) in connection with the option to acquire up to 100% of the issued and outstanding shares of NAS by the Company. NAS owns Centennial which holds mineral rights and rights to acquire mineral rights in the State of Nevada in the United States of America (the “Properties”).

The Agreement, which is subject to the approval of the TSXV and is considered an arms’ length transaction in accordance with applicable securities legislation, provides the Company with an option to acquire the right to earn into the 9,429-acre Corcoran Canyon gold-silver project (“Corcoran”) along with the Belmont gold-silver project (“Belmont”) and the Belmont North gold-silver project (“Belmont North”) (collectively “Corcoran” or the “Corcoran Project”) in the Tonopah District in Nye County, Nevada from EMPL.

Corcoran hosts an exploration project covering a hill known as Silver Reef, an outcropping area of silver-gold mineralized alteration on the Toquima Calder margin, which also hosts another four or more mineralized prospects within the Corcoran Project which have had negligible historical exploration work completed.

Belmont and Belmont South cover the areas of prolific historic silver districts in Nevada which were mined primarily from surface workings. Both Belmont and Belmont South remain untested by drilling along trend and at depth.

The Company believes there is potential in the area with numerous untested geophysical anomalies and unknown down-dip extensions to the old mines.

Terms of the Agreement

Following the completion of the first year’s payments and required expenditures under the earn-in schedule more particularly described below, at any time thereafter the Company has the option to purchase the 100% interest in the Properties for $6,000,000 plus US $96,343 with respect to the replacement of certain bond deposits.

Under the Agreement, in order to acquire 70% of the issued and outstanding shares of NAS, the Company must:

(a) make the cash payments and issue shares as follows:

(i) on or before the date which is 30 days following the effective date of the Agreement (the “Effective Date”), pay either EMPL or NAS, as directed by EMPL, $435,052 in cash (the “Initial Cash Payment”);

(ii) on or before the first anniversary of the Effective Date, pay either EMPL or NAS, as directed by EMPL, $472,500 in cash and issue such number of shares of the Company as is equal in value to $500,000;

(iii) on or before the second anniversary of the Effective Date, pay either EMPL or NAS, as directed by EMPL, US$96,343 in cash, which shall be used with respect to the replacement of certain bond instruments, and issue such number of shares as is equal in value to $1,500,000; and

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(iv) on or before the third anniversary of the Effective Date, issue to either EMPL or NAS, as directed by EMPL, such number of shares as is equal in value to $2,000,000.

(b) make the following expenditures in connection with the Option (the "Expenditures"):

(i) on or before the first anniversary of the Effective Date, the Company shall have incurred Expenditures equal or greater than $622,448 for such period;
(ii) on or before the second anniversary of the Effective Date, the Company shall have incurred additional Expenditures equal or greater than $2,400,000 for such period; and
(iii) on or before the third anniversary of the Effective Date, the Company shall have incurred additional Expenditures equal or greater than $2,750,000 for such period.

Upon earning 70%, of the issued and outstanding shares of NAS, in order to earn the remaining 30% of the issued and outstanding shares of NAS, the Company must, on or before the fourth anniversary of the Effective Date:

(a) issue either EMPL or NAS, as directed by EMPL, such number of shares as is equal in value to $2,500,000; and
(b) incur additional Expenditures equal or greater than $3,000,000 for such period.

The issue price of any Company shares to be issued as provided for above in consideration of the Company earning the up to 100% interest in NAS will be calculated at the market value of the Company shares based on the lesser of (i) the ten-day volume weighted average trading price of the Company shares on the TSXV on the fifth day immediately prior to date of issuance of such Company shares; and (ii) the price per Company share in the most recent financing of the Company prior to the relevant issues date, provided that in each case such price shall not be less than the maximum discounted price permitted by the policies of the TSXV; and provided further that in no case shall the price at which any of the Company shares is issued be less than $0.10 on a post-consolidated basis.

In addition, if the issuance of any of the Company shares would "materially affect control" (as defined in the rules and policies of the TSXV) of the Company, and/or result in EMPL becoming a "control person" of the Company (as defined in the rules and policies of the TSXV), such Company shares in excess of the relevant threshold will be satisfied by a cash payment for the required value of the Company shares above the applicable threshold amount.

In the event that the Company earns a 70% interest in NAS but decides to withdraw from the Option to acquire a 100% interest in NAS, the Company and EMPL shall negotiate in good faith and enter into a joint venture shareholders' agreement (the "Joint Venture Agreement") which will set forth the agreement of the Parties regarding the formation and principal terms and conditions of the Joint Venture which shall become effective immediately.

Pursuant to the terms of the Agreement, in connection with the issuance of the shares to EMPL or NAS, as directed by EMPL, Altair and EMPL ParentCo will enter into an investor rights agreement (the "Investor Rights Agreement"). Under the Investor Rights Agreement, until the second anniversary of the effective date of Investor Rights Agreement, EMPL ParentCo will have the right to nominate one individual (the "EMPL ParentCo Nominee") for appointment or election as a directors of Altair and following this initial two year period EMPL ParentCo shall be entitled to nominate one EMPL ParentCo Nominee for appointment or election as a director of Altair, so long as EMPL ParentCo holds at least 5%, of the issued and outstanding shares of Altair. During such time in which EMPL ParentCo has a nomination right, the number of Altair directors shall not exceed 4. In addition, under the InvestorRights Agreement, EMPL ParentCo will have certain rights and privileges, including certain participation and top-up rights to permit EMPL ParentCo to acquire common shares on a pro rata basis in the future to maintain its ownership position, and require that Altair form a technical committee to include one EMPL ParentCo Nominee appointed to such committee and act as chair of such committee, with the Altair Board fairly and fully consider recommendations made by such committee.

In connection with the closing of the proposed transaction, subject to TSXV approval, the Company will undertake the following transactions, further details of which will be announced by subsequent news release:

(a) convert all debt owed to the Company directors and officers into common shares in the capital of the Company. The Company has made a submission to the TSXV for the settlement of $514,639 of indebtedness by the issuance of 51,463,860 common shares of the Company at $0.01 per share (the "Debt Settlement"). The Company is awaiting final TSXV approval;

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(b) upon completion of the Debt Settlement, consolidate the then outstanding share capital (the "Consolidation") on the basis of 1 new common share for each 10 then existing common shares; and
(c) complete, concurrently, with the closing of the transactions contemplated by the Agreement, a non-brokered financing in the context of the market, for gross proceeds to provide funds sufficient to close the transaction and to fund the first year's property payment, expenditure obligations, work commitments and working capital.

On February 14, 2024 the Company received conditional approval from the TSXV for the transaction and retained a Qualified Person to prepare the Technical Report on Form NI 43-101. As at December 31, 2024 the Company has not made the Initial Cash Payment and the Company is negotiating an extension to the Agreement..

Board of Directors and Officers

The Company's current board of directors and officers as of the date of this MD&A are as follows:

Mr. George Young
Director, CEO, President and Chairman

Dr. Michael G. Nelson
Director

Mr. Moe Dilon
Director

Mr. Jack Cartmel
CFO

Mr. Nick DeMare
Corporate Secretary

Property Agreements

Simon Property, Nevada, USA

On May 7, 2021, as amended most recently on December 5, 2024, the Company has entered into a binding letter agreement with International Millennium Mining Inc. ("Millennium"), a publicly traded company, whereby the Company can acquire a 65% interest (the "Simon Interest") in 37 unpatented lode claims and 20 patented lode claims (the "Simon Property") located in the state of Nevada. To earn the Simon Interest the Company must:

(i) issue a total of 2,500,000 common shares of the Company to Millennium by December 5, 2029, with the initial 1,000,000 common shares to be issued upon approval of the TSXV;
(ii) commencing October 31, 2024, pay US $2,500 per month (previously US $2,000 per month) to Millennium during the term of the letter agreement, until: (i) the Simon Property option payments are met; or (ii) at any time after December 5, 2025, a property purchase agreement settlement is reached. During the nine months ended December 31, 2024 the Company paid a total of $25,910 (2023 - $33,805); and
(iii) incur a total of US $3,200,000 of exploration expenditures on or before June 30, 2030.

The Simon Property will be subject to a 2% net smelter return royalty ("NSR").

As at December 31, 2024 the Company had not completed its submission to the TSXV for approval. All related costs have been expensed to general exploration.

Other Properties

The Company continues its program to identify and negotiate to acquire other properties suitable for the Company's growth and development. The Company has evaluated gold, cobalt and nickel projects in Brazil, lithium projects in Chile, and uranium projects in Utah and Colorado. The Company seeks projects that can attract financing and shareholder value within the market conditions that prevail from time to time. The Company will continue its evaluation efforts on projects that do not require significant upfront payment amounts and which can generate value within a reasonable investment and time frame in relation to market conditions.

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Disposition of Altair Mining Inc. (“Altair USA”) and Default Judgment

On June 21, 2019 the Company sold its wholly-owned subsidiary, Altair USA, to International Silver Inc. (“ISI”). Altair USA’s sole asset was the Pioche Project. ISI was to be responsible for all project costs relating to the Pioche Project.

On March 10, 2020 a complaint for breach of contract was filed against the Company for non-payment for professional services provided on the Pioche Project. No responses were submitted by the Company. On September 29, 2020 a default judgment (the “Default Judgment”) was awarded against the Company for US $238,023 for the unpaid contract balance, accrued interest and legal costs to September 29, 2020. As at December 31, 2024 the Company has recorded $485,671 in accounts payable and accrued liabilities for the estimated default judgment amount, legal costs and accrued interest. Pursuant to the disposition agreement ISI agreed to the transfer and guarantee of specific indebtedness of Altair USA, which included the Default Judgment. Should the creditor take legal action to enforce the judgment in British Columbia the Company may have to pay the Default Judgment, legal costs and accrued interest. The ability by the Company to recover this obligation from ISI would be doubtful and a provision has been recorded in the accounts.

Selected Financial Data

The following selected financial information is derived from the unaudited condensed consolidated interim financial statements of the Company.

	Fiscal 2025			Fiscal 2024				Fiscal 2023
	Dec 31 2024 $	Sept 30 2024 $	Jun 30 2024 $	Mar 31 2024 $	Dec 31 2023 $	Sept 30 2023 $	Jun 30 2023 $	Mar 31 2023 $
Operations:
Revenues	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Expenses	(81,382)	(97,943)	(103,000)	(112,173)	(90,417)	(119,715)	(86,220)	(106,613)
Other items	(62,383)	3,581	(15,411)	(25,749)	6,737	(20,596)	4,002	(13,150)
Net loss and comprehensive loss	(143,765)	(94,362)	(118,411)	(137,922)	(83,680)	(140,311)	(82,218)	(119,763)
Loss per share - basic and diluted	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)	(0.01)	(0.00)	(0.01)
Balance Sheet:
Working capital (deficit)	(2,779,526)	(2,635,761)	(2,541,399)	(2,422,988)	(2,285,066)	(2,201,386)	(2,061,075)	(1,978,857)
Total assets	8,926	10,909	11,044	7,701	6,179	7,658	19,578	9,990
Total long-term liabilities	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Results of Operations

Three Months Ended December 31, 2024 Compared to Three Months Ended September 30, 2024

During the three months ended December 31, 2024 (“Q3”) the Company reported a net loss of $143,765 compared to a net loss of $94,362 for the three months ended September 30, 2024 (“Q2”) an increase in loss of $49,403. The decrease is due to a $65,763 fluctuation in foreign exchange, from a gain of $11,343 in Q2 compared to a loss of $54,420 in Q3 partially offset by a $16,561 decrease in general and administrative expenses, from $97,943 during Q2 to $81,382 during Q3.

Nine Months Ended December 31, 2024 Compared to Nine Months Ended December 31, 2023

During the nine months ended December 31 2024 (the “2024 period”) the Company reported net loss of $356,538 compared to a net loss of $306,209 for the nine months ended December 31, 2023 (the “2023 period”) an increase in loss of $50,329. The increase in loss is mainly attributed to:

(a) a $63,871 fluctuation in foreign exchange from a gain of $13,172 in the 2023 period to a loss of $50,699 in the 2024 period;

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(b) a decrease in general and administration expenses of $14,027 from $296,352 in the 2023 period to $282,325 in the 2024 period. Significant fluctuations in general and administrative expenses were as follows:

(i) general exploration expenses of $46,435 (2023 - $33,805) of which $25,910 (2023 - $33,805) were recorded for payments made on the Simon Property and $20,525 (2023 - $nil) for review of projects in Brazil;

(ii) the Company incurred a total of $17,100 (2023 - $22,150) for accounting and administrative expenses for services provided by Chase Management Ltd. ("Chase") a private company owned by Mr. Nick DeMare the Corporate Secretary of the Company;

(iii) legal costs of $19,106 were incurred during the 2023 period for proposed property acquisitions and shares for debt settlement. No legal costs were incurred during the 2024 period.

Financings

During the 2024 and 2023 periods the Company did not conduct any equity financings.

Financial Condition / Capital Resources

As at December 31, 2024 the Company had a working capital deficit of $2,779,526 and an accumulated deficit of $25,165,878. The Company has entered into a number of agreements to purchase or earn mineral interests. The Company has no revenue streams and the Company will require significant funding to fund anticipated levels of operations and administration, complete its submissions and receive regulatory approvals, make cash payments as required, fund exploration requirements, conduct due diligence and negotiations on any other potential mineral property interest acquisition opportunities as they arise and retire its current indebtedness. The Company is currently relying on advances from its shareholders and officers to pay certain of its immediate indebtedness and will need to raise additional capital from the sale of common shares or other equity or debt instruments. There can be no assurance that the Company will be able to obtain sufficient funding and complete any of its mineral interest agreements. These conditions indicate the existence of material uncertainties that may cast significant doubt about the Company's ability to complete any of the mineral interest acquisition agreements and continue as a going concern.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Proposed Transactions

Other than the transactions detailed in "Proposed Acquisition and Corporate Transactions", the Company has no other proposed transactions.

Critical Accounting Estimates

The preparation of condensed consolidated interim financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated interim financial statements, and the reported amounts of revenues and expenditures during the reporting period. Examples of significant estimates made by management include estimating the fair values of financial instruments, valuation allowances for deferred income tax assets and assumptions used for share-based compensation. Actual results may differ from those estimates.

A detailed summary of all the Company's significant critical accounting estimates is included in Note 3 to the March 31, 2024 audited annual consolidated financial statements.

Changes in Accounting Policies

There are no changes in accounting policies.

A detailed summary of the Company's significant accounting policies is included in Note 3 to the March 31, 2024 audited annual consolidated financial statements.

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Related Party Disclosures

Transactions made with related parties are made in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. 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 consists of members of the Company's Board of Directors and executive officers.

(a) During the 2024 and 2023 periods compensation to current and former key management personnel was accrued as follows:

	2024	2023
	$	$
Professional fees - Mr. Young, CEO, President, Chairman and director	90,000	90,000
Professional fees - Mr. Nelson, director	4,500	4,500
Professional fees - Mr. Dilon, director	4,500	4,500
Professional fees - Mr. Cartmel, CFO	9,000	9,000
Professional fees - Mr. DeMare, Corporate Secretary	45,000	45,000
	153,000	153,000

As at December 31, 2024 $1,185,209 (March 31, 2024 - $1,040,505) for key management compensation remained unpaid.

(b) During the 2024 period the Company incurred a total of $17,100 (2023 - $22,150) to Chase Management Ltd. ("Chase"), a private corporation owned by Mr. DeMare the Corporate Secretary of the Company, for accounting and administration services provided by Chase personnel. As at December 31, 2024 $10,022 (March 31, 2024 - $1,727) remained unpaid.

(c) During the 2024 period the Company received advances totalling $109,457 (2023 - $85,617). As at December 31, 2024 $301,052 (March 31, 2024 - $141,416) remained outstanding. The advances are non-interest bearing and repayable on demand.

Outstanding Share Data

The Company's authorized share capital is unlimited common shares with no par value. As at February 27, 2025, there were 57,266,624 issued common shares, 900,000 warrants outstanding exercisable at a price of $0.05 per share and 2,900,000 share options outstanding exercisable at prices ranging from $0.05 to $0.18 per share.