Ameriwest Critical Metals Inc. - Management Reports 2026

AMERIWEST CRITICAL METALS INC.
Management’s Discussion and Analysis of Results of Operations and Financial Condition
For the nine months ended January 31, 2026
(Expressed in Canadian Dollars)
(Unaudited – Prepared by Management)

Introduction

This Management Discussion and Analysis (this “MD&A”) of Ameriwest Critical Metals Inc. (the “Company” or “Ameriwest”) has been prepared by management in accordance with the requirements of National Instrument 51-102 (“NI 51-102”) as of March 31, 2026 and should be read in conjunction with the unaudited condensed interim consolidated financial statements for the period ended January 31, 2026 and year ended April 30, 2025 and the related notes contained therein which have been prepared under IFRS Accounting Standards (“IFRS”). The information contained herein is not a substitute for detailed investigation or analysis on any particular issue. The information provided in this document is not intended to be a comprehensive review of all matters and developments concerning the Company.

All financial information in this MD&A has been prepared in accordance with IFRS and all dollar amounts are quoted in Canadian dollars, the reporting and functional currency of the Company, unless specifically noted.

The continued operations of the Company are dependent on its ability to generate future cash flows or obtain additional financing. Management believes that sufficient working capital will be obtained from external financing to meet the Company’s liabilities and commitments as they become due, although there is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. These events and conditions create a material uncertainty that may cast significant doubt upon the Company’s ability to continue as a going concern. The condensed interim consolidated financial statements do not include the adjustments that would be necessary should the Company be unable to continue as a going concern and realize its assets and discharge its liabilities in the normal course of business. Such adjustments could be material.

Overview

The Company was incorporated under the Business Corporations Act (British Columbia) (the “BCBCA”) on May 17, 2017. The Company’s head office and principal address is located at Suite 306, 1110 Hamilton Street, Vancouver, BC, Canada, V6B 2S2. The Company is in the business of the exploration and development of natural resource properties in Canada and the USA.

Exploration Activities

Deer Musk East Property, Nevada

On January 28, 2021, the Company acquired a highly promising early-stage lithium property located in Nevada’s Clayton Valley, known as the Deer Musk East Property (“DME”). DME, at that time, consisted of 283 placer claims spanning a total of approximately 5,600 acres and is located approximately five miles from Albemarle's Silver Peak lithium project. The claims were staked on behalf of the Company's wholly owned Nevada subsidiary, Oakley Ventures USA Corp., which was established for the purpose of holding title to the claims. The property is a lithium brine exploration property.

On August 3, 2021, the Company announced it had engaged Raymond Spanjers to prepare a National Instrument 43-101 (“NI 43-101”) Technical Report for DME. On August 24, 2021, the Company filed the Technical Report entitled “NI 43-101 Technical Report for the Deer Musk East Lithium Property, Clayton Valley, Esmeralda County, Nevada, USA”, prepared on behalf of Ameriwest Lithium Inc. by Raymond P. Spanjers, MS., PG., with report date of August 23, 2021. The Technical Report can be found under the Company’s corporate filings at www.sedarplus.ca and recommended that a Phase 1 Exploration Program consisting of soil sampling, rock chip sampling, and geophysics be completed to initially evaluate the lithium potential on the property.

Subsequently, on September 9, 2021, the Company announced soil and rock chip sampling has been completed by Advanced Geologic Exploration Inc. Concurrently, field work for geophysical studies, including seismic reflection for definition of subsurface strata and fault definition was accomplished. Additionally, gravity studies were undertaken for investigation of depth to bedrock and structures, as well as transient electromagnetics (“TEM”) were

studied to evaluate the extent of conductors that may represent lithium brine hosting units. The geophysics were conducted and completed by Advanced Geoscience Inc., an international geoscience field services and consulting firm.

On September 15, 2021, Ameriwest announced it has received a report, titled “Geophysical Exploration for Deer Musk East Claim Area” prepared by Advanced Geoscience Inc. The report concluded that the results from the geophysics program “...demonstrate a strong likelihood for the occurrence of lithium brine deposits beneath the claim area.” The report recommended additional geophysics studies to further improve the definition of the brine targets. It also recommended drilling to assess the lithium content of the brine targets with the goal of ultimately generating mineral resources.

The geophysics program at DME consisted of a three-tiered geophysical program that included 30,200-feet (9.05 km) of seismic surveys in four lines that contained 2,210 stations, a detailed gravity survey with 85 station readings, and a selective seven-station transient electromagnetic (“TEM”) resistivity survey. The work was initiated to identify the subsurface sedimentary composition, locate, and identify possible tectonic structures, to ascertain the potential depth to groundwater, and to determine if the groundwater is brine rich. Brine rich groundwater has potential to host concentrated lithium.

The data clearly showed the “seismic stratigraphy” as a complex fault zone that both lifts up, as well as down drops vast sections of the Property (horst and graben fault blocks) which have created potentially favourable traps for lithium-rich brines and brings potentially lithium-rich sediments to the near-surface. A central core uplift area in the middle of the claim block was clearly apparent from both the seismic and gravity surveys. There is a substantial gravity low on the east-central part of the claim block indicating a large down-dropped section. This suggests potential for a massive fault-blocked groundwater pool is evident. The geophysicist identified three distinct fault zones, although other faults are likely present.

The 2D Subsurface TEM Resistivity Profile produced by the geophysicist revealed a strong near-surface, low conductivity groundwater horizon (the current recharge aquifer) that overlies a very conductive saline-rich aquifer. It, in turn, overlies another low conductivity aquifer. If these groundwater horizons are lithium-rich brines, they would be between 300 – 800 feet below the surface.

On January 7, 2022, Ameriwest announced that it was advised of a complaint by Authium LLC (“Authium”) related to a claim dispute at DME. Authium stated that certain placer claims that make up part of the DME Property were staked over Authium’s existing lode claims. Ameriwest’s position is that the deposit where it staked the claims is clearly a placer deposit, not a lode deposit, and therefore Authium’s lode claims are invalid. Ameriwest indicated it planned to defend the validity of its placer claims through litigation. Ameriwest has retained a litigation attorney from Robison, Sharp, Sullivan, and Brust in Reno, NV.

Authium initially served the complaint and related documents to Ameriwest’s counsel on January 10, 2022. On February 2, 2022, Authium filed a Notice of Dismissal of the initial complaint and subsequently served a revised complaint with lis pendens and related documents to Ameriwest’s counsel on February 4, 2022. There was no change to the complaint, only the addition of the lis pendens. Ameriwest filed a counterclaim against Authium on February 15, 2022.

In February, Ameriwest staked an additional 88 placer claims further overlapping Authium’s lode claims increasing the size of the DME property to 371 unpatented placer claims totaling about 7,600 acres.

Ameriwest subsequently retained Zonge International to conduct an Magnetotelluric (“MT”) geophysics study over the eastern area of the DME Property claim block, including the area of the new 88 mineral claims. The results of the MT survey were obtained in late March 2022. Data was collected along five lines oriented east-west for a total of 18 linear kilometers (11.2 linear miles). The results correlated well with the previous TEM geophysical survey. The MT survey showed high resistivity free/surface recharge sits above low resistivity brine in a gravity low on the eastern half of the claims.

Ameriwest amended its counterclaim against Authium, to include the additional 88 claims, on May 10, 2022.

On March 20, 2023, the Company filed an updated Technical Report on the Property. The report, entitled “NI 43-101 Technical Report, Exploration Results for the for the Deer Musk East Lithium Property, Clayton Valley, Esmeralda County, Nevada, USA”, prepared on behalf of Ameriwest Lithium Inc. by Raymond P. Spanjers, MS., PG., with report date of February 6, 2023, and effective date of June 4, 2022, can be found under the Company’s corporate filings at www.sedarplus.ca. The report summarized exploration activities done on the Property as of June 4, 2022, and made recommendations for additional work. The report recommended doing additional MT lines on the southern portion of the property and to move forward with designing and permitting a drill program at Deer Musk East.

On September 1, 2024, due to a decline in lithium prices and an increase in claim maintenance fees from US$165 per unpatented claim to $US$200 per unpatented claim, the Company elected to decrease its claim holdings in Clayton Valley from 371 unpatented claims to 361 unpatented claims. The Company retained 10 unpatented claims adjacent to Adelayde Exploration Inc.’s (formerly Spearmint Resources Inc). McGee Lithium Project.

Subsequent to dropping the 361 unpatented claims, which included the claims in dispute with Authium, the Company and Authium negotiated a settlement agreement whereby the lawsuit between the companies was terminated with each party paying its own legal fees and Oakley and its management agreeing not to re-stake any claims in the disputed area. A Stipulated Judgement was accepted by the Fifth Judicial Court of the State of Nevada on November 25, 2024.

Railroad Valley Property, Nevada

In April 2021, the Company announced it had acquired (through staking) 6,200 acres (2,510 ha) consisting of 312 placer claims in the Railroad Valley, Nevada which management believes shares similar geological characteristics as the Clayton Valley. The property is called Railroad Valley (the “RRV Property”) and is a lithium brine exploration property.

On August 31, 2021, the Company announced the initiation of a Phase 1 magnetotelluric (“MT”) geophysical survey to be undertaken by Zonge International Inc., (“Zonge”) a respected geophysical services and equipment provider for exploration, research, geotechnical and environmental engineering worldwide. MT is a natural-source electromagnetic geophysical technique that measures the resistivity of the subsurface. MT is uniquely suited for either very deep exploration purposes or for exploration in extremely conductive terrains. Lithium brines are, by their nature, very conductive and are a good target for MT applications. The survey consisted of two MT profiles across the property of approximately 7.5 line-miles (12.0 line-km) in length.

On October 27, 2021, Ameriwest announced positive preliminary results from the Phase 1 MT survey and that, based on the survey, the Company staked an additional 150 placer claims at the property. The property then consisted of 462 placer claims totaling approximately 9,100 acres (3,680 ha).

On November 3, 2021, Ameriwest announced it had purchased seismic data for the RRV Property. In total, 26.7 line-miles (43.0 line-km) of existing seismic data was obtained from Seismic Exchange Inc. (“SEI”) from historic oil & gas industry data. Ameriwest retained Castillo Geophysical Limited and Legg Geophysical, Inc. to reprocess and analyze the seismic data using modern processing techniques. The analysis was used to characterize the geometry of the basin.

On January 7, 2022. Ameriwest announced that it had retained Tom Carpenter, consulting geophysicist, to conduct a gravity study of the RRV Property claims. Results indicated a gravity low on Ameriwest’s claims extending to the north. On February 16, 2022, the Company announced the results of the gravity survey and the acquisition of 224 claims from American Battery Technology Company (“ABTC”). The acquisition increased the size of the property to 686 contiguous claims totaling 13,580 acres (5,500 ha).

On March 10, 2022, the Company announced that Zonge had completed a Phase 2 MT geophysical survey on the property totaling 9.4 line-miles (15.2 line-km). The results of the Phase 1 and Phase 2 MT surveys demonstrate the potential for Ameriwest’s RRV Property to host a large lithium brine deposit, subject to exploration success.

On March 28, 2022, the Company announced a further expansion of the RRV Property to 15,300 acres (6,190 ha) in size by staking an additional 94 claims and the acquisition of a further 57.0 line-miles (91.7 line-km) of high-quality seismic data from SEI. The acquisition brings the total line-miles of data purchased to date from SEI to 83.7 line-miles (134.7 line-km). The additional data was acquired to cover the Company’s recently expanded property. The Company also announced it planned to have Zonge complete two additional MT lines to the north of the four lines completed in the Phase 1 and Phase 2 MT surveys.

On March 28, 2022, Ameriwest announced it had retained Castillo Geophysical Limited and Legg Geophysical Inc. to complete an analysis of the combined gravity, MT, and seismic geophysical data with the goal of defining one or more drill targets on the property. This work was completed in September 2022 and several potential targets were identified for drilling. The report has been analyzed by the Company’s technical team and Ameriwest plans to move forward with permitting one or more drill holes, subject to financing. The Company considers Railroad Valley to be an early-stage exploration property, with no mineral resources or reserves yet defined, and the presence of a lithium bearing brine has yet to be substantiated by drilling.

On September 1, 2023, Ameriwest reduced its claim holdings at Railroad Valley to 563 unpatented mineral claims or approximately 11,260 acres (4,560 ha) by not renewing 217 unpatented mineral claims to rationalize its claim position over the geological target.

Pure Energy Minerals Limited (“Pure Energy”) – Letter of Intent

During the year ended April 30, 2025, the Company entered into a letter of intent (the “RRV LOI”) dated August 30, 2024, and subsequently amended on January 13, 2025, March 31, 2025, and November 1, 2025, with Pure Energy Minerals Limited (“Pure Energy”), whereby Pure Energy will have the option to earn up to an 85% interest in the Railroad Valley Property. The Company and Pure Energy have until September 30, 2026 to reach a definitive agreement.

Pursuant to the terms of the RRV LOI, Pure Energy will have a first option to earn-in and acquire a 65% interest in the property within a period of 36 months by completing the following obligations:

	Cash Payment (US$)	Property Payment (US$)	Issuance of Pure Energy common shares (US$)	Minimum Exploration Expenditures (US$)
Upon signing LOI 1	$ 25,000 (received)	$ 119,555	$ -	$ -
First year anniversary	-	-	150,000	150,000
Second year anniversary	-	-	-	350,000
Third year anniversary	-	-	-	500,000
Total option requirements	$ 25,000	$ 119,555	$ 150,000	$ 1,000,000

Upon completing the first earn-in first option, Pure Energy would have the option of forming a joint venture with the Company or continuing to earn an additional 10% interest in the property by electing to move forward with the second earn-in option in the fourth and fifth years of the agreement by completing the following obligations (for a total of a 75% interest):

	Cash Payment (US$)	Property Payment (US$)	Issuance of Pure Energy common shares (US$)	Minimum Exploration Expenditures (US$)
Fourth year anniversary	$ 100,000	$ -	$ 150,000	$ 750,000
Fifth year anniversary	100,000	-	150,000	750,000
Total option requirements	$ 200,000	$ -	$ 300,000	$ 1,500,000

Upon completing the second earn-in option, Pure Energy would have the option of forming a joint venture with the Company or continuing to earn an additional 10% interest in the property by electing to move forward with the third earn-in option in the sixth year of the agreement by completing the following obligations (for a total of an 85% interest):

	Cash Payment (US$)	Property Payment (US$)	Issuance of Pure Energy common shares (US$)	Minimum Exploration Expenditures (US$)
Sixth year anniversary	$ 500,000	$ -	$ 500,000	$ 1,000,000
Total option requirements	$ 500,000	$ -	$ 500,000	$ 1,000,000

Upon completing the third earn-in option, Pure Energy will form a joint venture with the Company.

Pure Energy has the option to accelerate the cash payments, property payment, share issuances and minimum exploration expenditures, in which case they would immediately earn the applicable ownership percentage in the property.

Thompson Valley Property

On September 28, 2021, the Company announced it had been awarded seven exploration permits by the Arizona State Land Department to allow the Company to explore prospective lithium-bearing clays located on lands in west-central Arizona. The Thompson Valley (the "TV Property") property totaled approximately 2,900 acres (1,170 ha) and is located in Yavapai County. This deposit represents prospective lithium sedimentary mineralization with surface or near-surface exposure of lithium-bearing clays, with historic grades reported as comparable to those found in similar sedimentary deposits found in Clayton Valley, NV.

On June 7, 2022, Ameriwest announced it had received approval from the Arizona State Land Department ("ASLD") to commence geological exploration at the TV Property under a Geological Field Plan of Operations ("GFOP"). This exploration plan included extensive soil and outcrop sampling of the property.

On August 20, 2022, Ameriwest announced it had completed a Phase 1 exploration program at the TV Property consisting of geological mapping and surface grab sampling. A total of 44 initial samples were sent to Paragon Geochemical ("Paragon") in Sparks, NV. Results showed lithium contents ranging from 15 to 1,670 ppm Li, with 27% having lithium contents greater than 500 ppm, 9% greater than 1,000 ppm, and a mean of 353 ppm Li and standard deviation of 406 ppm Li. The Phase 1 exploration program was successful in proving the presence of lithium on the property and indicates there is potential to host a significant near surface lithium clay deposit, subject

to exploration success. The sampling results also confirmed lithium values similar to historic lithium sampling results from the area taken in the 1960’s by the USGS.

On September 7, 2022, Ameriwest announced it has increased the size of its TV Property after being awarded six additional mineral exploration permits. A second GFOP was approved by the ASLD allowing additional surface exploration on the property.

On December 13, 2022, the Company received results for an expanded set of surface sample assays from its TV Property in Arizona. The results of surface sampling confirmed the widespread presence of significant (>200 ppm) lithium concentrations in surface lithologies. As a result, an exploration target area totaling 1,003 acres (406 ha) has been identified for follow-up with drilling within the mineral rights controlled by the Company. Sampling results also confirmed lithium values similar to historic lithium surface sampling results from the 1960’s, where the USGS noted Li2O contents ranging from 0.3% to 0.5% (1,400 to 2,300 ppm Li) and showed increasing lithium content with depth. These historic samples were taken before the implementation of NI 43-101, have not been verified by a qualified person, and are being treated as historic information for use as a guide for exploration purposes.

On May 19, 2023, Ameriwest announced it had completed a Technical Report (the “Report”) on its TV Property. The Report, prepared under the requirements of National Instrument 43-101 and standards of the Canadian Institute of Mining, Metallurgy, and Petroleum, summarized geological test work completed by the Company in 2022 including geologic mapping, surface sampling and geophysics. It identified six lithium exploration targets at Thompson Valley with potential to host 200-400 million tonnes (220-440 million tons) of clay deposits, with expected average grade of these deposits ranging from 114 to 842 ppm Li. No mineral resources or reserves have been delineated on the Property.

On June 13, 2023, the Company announced that following discovery of significant concentrations of lithium from surface soil sampling, as outlined in a December 13, 2022, press release, it had now expanded its TV Property with the addition of four new Mineral Exploration Permits (“MEP”). Each new MEP is recorded with the Arizona State Land Department (“ASLD”).

The new MEP’s cover an area to the north of the Target Area between the Thompson Valley Fault and the Eastwood Creek Fault. While there is a basalt cap covering the surface of these four new MEP’s, Ameriwest’s geologists believe the MEP’s may host lithium clay exploration target similar in characteristics to the Target Area, with lithium bearing sediments buried below the basalt cap.

In August and September of 2024, the Company elected not to renew eight exploration permits. Subsequent to quarter-end, in August and September 2025, the Company elected not to renew 7 additional exploration permits and 22 unpatented claims. The Company currently holds 2 exploration permits and 11 unpatented mineral claims encompassing approximately 1,400 acres (566 ha) covering the core area of the deposit.

Ameriwest is designing a drill plan and is proceeding to obtain the necessary permits for this work with the goal of conducting a drilling program in 2025 or 2026. Timing of the drilling will be subject to minor permit approvals, with a GFOP already approved, and financing. The ultimate goal is to define lithium resources on the TV Property. No lithium resources or reserves have been delineated on the property.

Bornite Property, USA

On April 4, 2025, the Company entered into a definitive agreement with an arm’s length private company to acquire 34 unpatented mineral claims located in Marion County, Oregon, USA.

Pursuant to the definitive agreement (the “Definitive Agreement”), the Company will acquire a 100% interest in the property by making the following cash payments:

US$35,000 upon the completion of a financing by the Company for gross proceeds of not less than $1,000,000 (paid); and
A further US$65,000 upon the closing of the transaction (the “Closing”) (paid).

At the Closing, the Company will grant the vendor an advance minimum royalty of US$15,000 per year, payable on the first anniversary date of the definitive agreement and annually thereafter. Upon the commencement of commercial production on the project, the Company will grant the vendor a 2% net smelter royalty (the “NSR”), with credit to be given for any advance minimum royalty payments previously made by the Company. The Company shall have the option to purchase 1% of the 2% NSR from the Vendor for US$1,000,000, payable at any time.

On March 3, 2026, post quarter end, the Company announced it has retained APEX Geoscience Inc. to complete a new 3-D geologic model for the Bornite Project, based on historic data. APEX will also transport historic drill core, located in Tonopah to Reno, NV. They will relog and potentially re-assay salvageable historic core.

Xeno RAR Property, Canada

On October 10, 2025, the Company entered into a definitive agreement with an arm’s length party to acquire a 100% regarding the option and potential purchase of the Xeno RAR rare earth mineral claims in B.C.

Pursuant to the option agreement, the Company will making the following payments:

$10,000 to be paid within five business days of the execution date (paid)
1,000,000 common shares of the Company to be issued within two business days of the date on which the Canadian Securities Exchange confirms that it does not object the Transaction (issued)
$45,000 to be paid within 45 calendar days of the execution date (paid).
1,000,000 common shares to be issued on or before the first anniversary of the date of the Definitive Agreement
$125,000 in exploration expenditures to be incurred within 18 months (the “Option Period”) of the date of the Definitive Agreement

Upon the exercise of the option, the Company will grant the optionor a 2% net smelter returns royalty (the “NSR”) of which 1% can be purchased at any time by the Company for $250,000.

On March 18, 2026, post quarter end, the Company announced it had amended the option agreement. It paid the vendor $10,000 and issued the remaining 1,000,000 common shares to obtain 100% interest in the mineral claims. In return, the vendor waived the requirement for the $125,000 in exploration expenditures.

Results of Operations

Quarterly Results

The following table summarizes the results of operations for the last eight quarters:

	January 31, 2026	October 31, 2025	July 31, 2025	April 30, 2025
Revenue	$ Nil	$ Nil	$ Nil	$ Nil
Loss and comprehensive loss for the period	(247,902)	(89,682)	(759,264)	(336,347)
Exploration and evaluation assets	5,021,068	4,686,474	4,358,924	4,299,311
Total assets	5,978,424	4,971,782	4,605,257	4,704,757
Loss per share	(0.01)	(0.00)	(0.05)	(0.02)
	January 31, 2025	October 31, 2024	July 31, 2024	April 30, 2024
Revenue	$ Nil	$ Nil	$ Nil	$ Nil
Income (loss) and comprehensive income (loss) for the period	(46,118)	107,384	(3,893,945)	(817,565)
Exploration and evaluation assets	4,202,790	4,202,790	4,444,607	8,338,528
Total assets	4,932,006	4,932,006	5,093,804	8,544,819
Income (loss) per share	(0.03)	0.03	(0.33)	(0.07)

For the quarter ended January 31, 2026, loss and comprehensive loss for the quarter increased to $247,902 compared to loss of $89,682 for the quarter ended October 31, 2025. The increase in loss was primarily due to consulting fees and shareholder information and promotion.

For the quarter ended October 31, 2025, loss and comprehensive loss for the quarter decreased to $89,682 compared to loss of $759,265 for the quarter ended July 31, 2025. The decrease in loss was primarily due to $Nil share-based compensation for options granted in the period.

For the quarter ended July 31, 2025, loss and comprehensive loss for the quarter increased to $759,265 compared to loss of $336,347 for the quarter ended April 30, 2025. The increase in loss was primarily due share-based compensation for options granted in the period.

For the quarter ended April 30, 2025, loss and comprehensive loss for the quarter increased to $336,347 compared to loss of $46,118 for the quarter ended January 31, 2025. The increase in loss was primarily due write-off of exploration and evaluation assets.

For the quarter ended January 31, 2025, loss and comprehensive loss for the quarter decreased to $46,118 compared to income of $107,384 for the quarter ended October 31, 2024. The change was primarily due to fluctuation in USD/CAD exchange rate.

For the quarter ended October 31, 2024, income and comprehensive income for the quarter increased to $107,384 compared to loss of $3,893,945 for the quarter ended July 31, 2024. The increase in income was primarily due to an unrealized gain on marketable securities of $88,495.

For the quarter ended July 31, 2024, loss and comprehensive loss for the quarter increased to $3,893,945 compared to $817,565 for the quarter ended April 30, 2024. The increase in loss was primarily due to write-off of exploration and evaluation assets.

For the quarter ended April 31, 2024, loss and comprehensive loss for the quarter increased to $817,565 compared to $320,878 for the quarter ended January 31, 2024. The increase was primarily due to higher promotional expenses.

Results for the nine months ended January 31, 2026

The Company had a net loss of $1,096,849 for the nine months ended January 31, 2026, compared to a net loss of $3,832,679 for the nine months ended January 31, 2025

Expenses with significant changes detailed as follows:
- Interest expense of $110,624 (2025 - $28,841) – the difference is due to interest paid to settle debt to a vendor during the current period.
- Office and administration of $89,957 (2025 - $3,829) – the difference is due to outstanding rent payments settled during the current period.
- Share-based compensation of $299,700 (2025 - $Nil) – the difference is due to options granted and vested during the current period.
- Shareholder information and promotion of $142,136 (2025 - $26,611) – the difference is due to the Company’s efforts to increase market awareness during the current period.
- Foreign exchange gain of $1,527 (2025 - $78,929) – the difference is due to fluctuation of USD/CAD exchange rate during the current period.
- Change in fair value on marketable securities of $191,966 (2025 – gain of $11,274) – the difference is due to the fluctuation in the fair value of the investment sold and the remaining investment held by the Company in the current period.
- Write-off of explorations and evaluation assets of $Nil (2025 - $4,131,584) – the difference is due to no properties were written off during the current period.

Results for the three months ended January 31, 2026

The Company had a net loss of $247,902 for the three months ended January 31, 2026, compared to a net loss of $46,118 for the three months ended January 31, 2025.

Expenses with significant changes detailed as follows:
- Consulting fees of $31,500 (2025 - $9,000) – the difference is due to reduction in consulting services to conserve the Company’s liquidity during the current period.
- Legal fees of $47,025 (2025 - $192) – the difference is due to decreased services rendered in the current period.
- Shareholder information and promotion of $82,929 (2025 - $Nil) – the difference is due to the Company’s efforts to increase market awareness during the current period.
- Foreign exchange gain of $2,459 (2025 – loss of $39,406) – the difference is due to fluctuation of USD/CAD exchange rate during the current period.
- Change in fair value on marketable securities of $9,552 (2025 – gain of $39,742) – the difference is due to the fluctuation in the fair value of the investment sold and the remaining investment held by the Company in the current period.

Cash Flow

The Company had cash of $784,295 (April 30, 2025 - $34,839).

Cash used in operating activities was $309,127 for the period ended January 31, 2026. Cash used in operating activities was $52,761 for the period ended January 31, 2025. Operating activities were primarily affected by change in non-cash working capital items.

Cash used in investing activities for the period ended January 31, 2026 was $263,602 due to amounts paid for exploration expenditures. For the period ended January 31, 2025, cash used in investing activities was $29,120.

Cash provided by financing activities for the period ended January 31, 2026, was $1,322,185 from proceeds of private placements of $1,006,000, proceeds from warrant exercise of $98,400, subscription received in advance of $325,500, proceeds of loan payable of $25,000 and sale of marketable securities of $29,675 that was partially offset by $115,200 loan repayments and share issuance costs of $47,190. For the period ended January 31, 2025, was $82,545 from proceeds of loan of $75,000 and sale of marketable securities of $7,545

Liquidity and Capital Resources

The Company will continue to require funds for exploration work, as well as to meet its ongoing day-to-day operating expenses and will continue to rely on equity financing for the foreseeable future. There can be no assurance that financing will be available to them on terms satisfactory to the Company. The Company does not have any other commitments for material capital expenditures over the near and long term other than as disclosed above plus normal operating expenses.

Since incorporation, the Company’s capital resources have been limited. The Company has relied principally upon the issue of equity securities to acquire interests in mineral properties.

During the period from May 1, 2025 to the date of this report, the Company:

i) closed a non-brokered private placement of 3,460,000 units at a price of $0.10 per unit for proceeds of $346,000. Each unit consists of one common share and one-half share purchase warrant. Each warrant is exercisable into one common share of the Company at a price of $0.12 per share for a period of 24 months.

ii) issued 5,546,292 units to certain creditors to settle outstanding accounts payable of $554,629. Each unit consists of one common share and one-half share purchase warrant. Each warrant is exercisable into one common share of the Company at a price of $0.12 per share and expires on June 30, 2027.

iii) granted 1,600,000 stock options to officers and directors of the Company. The options have an exercise price of $0.20, expire on July 14, 2030, and vested immediately.

iv) issued 845,000 shares pursuant to exercise of warrants for gross proceed of $101,400.

v) issued 1,000,000 shares valued at $315,000 pursuant to the acquisition of Xeno RAR Property.

vi) closed first tranche of non-brokered private placement of 2,640,000 units at a price of $0.25 per unit for proceeds of $660,000. Each unit consists of one common share and one share purchase warrant. Each warrant is exercisable into one common share of the Company at a price of $0.40 per share for a period of 18 months.

vii) closed second and final tranche of non-brokered private placement of 9,623,000 units at a price of $0.25 per unit for proceeds of $2,405,750. Each unit consists of one common share and one share purchase warrant. Each warrant is exercisable into one common share of the Company at a price of $0.40 per share for a period of 18 months. The Company paid a cash finder’s fees of $129,180 and issued 364,560 finder’s warrants being exercisable into one common share of the Company at a price of $0.25 per share for a period of 18 months.

Share Capital

As at the date of this MD&A, the Company had the following:

37,855,245 common shares outstanding
Options

Exercise price ($)	Number of options	Expiry Date
0.20	1,600,000	July 14, 2030
	1,600,000

Warrants

Exercise price ($)	Number of warrants	Expiry Date
0.40	2,640,000	June 19, 2027
0.12	3,658,146	June 30, 2027
0.40	9,623,000	August 10, 2027
0.25	364,560	August 10, 2027
	16,285,706

Off Balance Sheet Arrangements

There are no off-balance sheet arrangements to which the Company is committed.

Transactions with Related Parties

Key management personnel are the persons responsible for planning, directing and controlling the activities of the Company, and include both executive and non-executive directors, and entities controlled by such persons. The Company considers all directors and officers of the Company to be key management personnel.

As at January 31, 2026, the amount due to the related parties is comprised of the following:

$9,496 (April 30, 2025 - $14) due to David Watkinson, an officer of the Company.
$45,075 (April 30, 2025 - $67,200) due to a company owned by Robert Hill, an officer of the Company.
$10,000 (April 30, 2025 - $Nil) due to Saman Eskandari, a director of the Company.

These amounts are non-interest bearing with no stated terms of payment.

During the period ended January 31, 2026, a former officer and director, Glenn Collick, forgave the loan payable of $5,000. As at January 31, 2026, loans payable included $Nil (April 30, 2025 - $5,000).

During the period ended January 31, 2026, the Company received a loan of $10,000 from the director of the Company, Saman Eskandari. The loan is non-interest-bearing with no stated terms of payment.

During the period ended January 31, 2026, the Company completed a debt settlement of $33,000 by issuing 330,000 common shares at a deemed price of $0.10 per share to Robert Hill.

During the period ended January 31, 2026, the Company had the following transactions with related parties:

$9,575 (2025 - $Nil) due to David Watkinson, an officer of the Company.
$31,000 (2025 - $27,000) to Robert Hill for management services.
$280,969 (2025 - $Nil) in share-based compensation to officers and directors of the Company.

Related party transactions were in the normal course of operations and were measured at the exchange amount, which is the amount established and agreed to be the related parties.

Contracts with related parties

On January 1, 2021, the Company entered into a Master Services Agreement (the "MSA") with a consultant, whereby the consultant will provide services typical of those for an executive officer in the position of Director and Chief Operating Officer ("COO"). Pursuant to the MSA, the consultant will receive a monthly fee of $6,000 as compensation for providing these services. During the year ended April 30, 2022, the monthly fee was increased to $9,000. The consultant resigned on May 10, 2024.

On April 1, 2021, the Company entered into a Geological Consulting Services Agreement (the "GCSA") with a Director of the Company, whereby the consultant will be generally responsible for assisting the geological team for any matters typical of those of a geological consultant. Pursuant to the GCSA, the consultant will receive a monthly fee of $5,000 as compensation for providing these services. During the year ended April 30, 2023, the monthly fee was increased to $7,000. Effective April 1, 2024, the consultant agreed to waive the monthly until the completion of the Company's next financing.

On April 8, 2021, the Company entered into a Management Services Agreement (the "MSA2") with a consultant, whereby the consultant was appointed to the roles of President and CEO of the Company. Pursuant to the MSA2, the consultant will receive a monthly fee of US$12,000 as compensation for providing these services. On May 1, 2023, the consultant voluntarily reduced the monthly fee from $12,000 to $8,000 per month. Effective April 1, 2024, the consultant agreed to waive the monthly until the completion of the Company's next financing.

Pursuant to the agreements:

Each agreement is for an initial term of 12 months and may be renewed for further 12-month increments thereafter, subject to mutual agreement. The agreements can be terminated by either party giving the other 30 days written notice;
The consultants are eligible for participation in the Company’s stock option plan, with the grant of options being subject to recommendation by the Compensation Committee and approval by the Board of Directors;
For the MSA and MSA2, the Company will review the consultant’s remuneration on an annual basis and may adjust the monthly remuneration upon mutual agreement. The Company may also elect to provide performance incentives or bonuses as determined from time to time by the Board of Directors based on performance;
If the MSA and the GCSA are terminated by the consultants, they are entitled to an amount equal to the monthly fee and, if by the Company, an amount equal to three times the monthly fee. If the MSA2 is terminated by the consultant, he is entitled to an amount equal to the monthly fee and, if by the Company, an amount equal to the remaining months of the current 12-month term but not less than three months; and
If there is a change of control (as defined) and the MSA and the GCSA are terminated within the current 12-month term, the Company will pay the consultants a lump sum payment equal to three times the monthly fee. If there is a change of control and the MSA2 is terminated, the Company will pay the consultant a lump sum payment equal to three times the monthly fee plus the remaining monthly fee of the current term.

On May 1, 2021, the Company entered into a Management Services Agreement (the “MSA”) with a consultant, whereby the consultant will be generally responsible for all matters typical of those for an executive officer in the position of Director and Chief Financial Officer (“CFO”). Pursuant to the MSA, the consultant will receive a monthly fee of $2,000 as compensation for providing these services. The consultant is eligible for participation in the Company’s stock option plan, with the grant of options being subject to recommendation by the Compensation Committee and approval by the Board of Directors. The Company will review the consultant’s remuneration on an annual basis and may adjust the monthly remuneration upon mutual agreement. The Company may also elect to provide performance incentives or bonuses as determined from time to time by the Board of Directors based on performance. The MSA is for an initial term of 12 months and may be renewed for further 12-month increments thereafter, subject to mutual agreement. The MSA can be terminated by either party giving the other 30 days written notice. If the MSA is terminated by the consultant, he is entitled to an amount equal to the monthly fee and, if by the Company, an amount equal to three times the monthly fee. If there is a change of control (as defined) and the MSA is terminated, the Company will pay the consultant a lump sum payment equal to three times the monthly fee. On June 25, 2021, the consultant resigned as CFO and was appointed to the role of Corporate Secretary. The consultant resigned as Corporate Secretary on September 14, 2021 and remains as a director of the Company. Effective April 1, 2024, the consultant agreed to waive the monthly until the completion of the Company’s next financing.

On May 23, 2023, the Company entered into a Management Services Agreement (the “MSA3”) with a consultant, whereby the consultant will be generally responsible for all matters typical of those for an executive officer in the position of Chief Financial Officer (“CFO”). Pursuant to the MSA3, the consultant will receive a monthly fee of $6,000 as compensation for providing these services. The consultant is eligible for participation in the Company’s stock option plan, with the grant of options being subject to recommendation by the Compensation Committee and approval by the Board of Directors. The MSA3 is for an indefinite period and may be terminated by either party giving the other 30 days written notice. Effective April 1, 2024, the consultant agreed to waive 50% of the monthly until the completion of the Company’s next financing.

Critical Accounting Estimates

The preparation of financial statements in accordance 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 financial statements and the reported amounts of revenue and expenses during the reporting period. Actual reports could differ from management’s estimates.

Adoption of new and amended accounting standards

Please refer to the January 31, 2026 unaudited condensed interim consolidated financial statements found at www.sedarplus.ca.

Financial Instruments

Please refer to the January 31, 2026 unaudited condensed interim consolidated financial statements found at www.sedarplus.ca.

Proposed Transactions

There are no proposed transactions that have not been disclosed herein.

Contingencies

There are no contingent liabilities.

Additional Disclosure for Venture Issuers without Significant Revenue

Exploration and Evaluation Assets

The Company records its interests in exploration and evaluation assets and areas of geological interest at cost. All direct and indirect costs relating to the acquisition of these interests are capitalized on the basis of specific claim blocks or areas of geological interest until the assets to which they relate are placed into production, sold or management has determined there to be impairment. These costs will be amortized on the basis of units produced in relation to the proven reserves available on the related property following commencement of production.

The recorded cost of exploration and evaluation asset interests is based on cash paid, the assigned value of share considerations issued for exploration and evaluations and exploration and development costs incurred. The recorded amount may not reflect recoverable value as this will be dependent on the development program, the nature of the mineral deposit, commodity prices, adequate funding and the ability of the Company to bring its projects into production.

The Company defers all exploration expenses relating to exploration and evaluations assets and areas of geological interest until the properties to which they relate are placed into production, sold or abandoned or management has determined there to be impairment. These costs will be amortized over the proven reserves available on the related property following commencement of production.

Please refer to the January 31, 2026 consolidated interim financial statements available on www.sedarplus.ca for details of the Company’s exploration and evaluation assets.

Internal Controls over Financial Reporting

Changes in Internal Control over Financial Reporting ("ICFR")

In connection with National Instrument 52-109 (“NI 52-109”) adopted in December 2008 by each of the securities commissions across Canada, the Chief Executive Officer and Chief Financial Officer of the Company will file a Venture Issuer Basic Certificate with respect to financial information contained in the audited consolidated financial statements and the audited consolidated financial statements and respective accompanying Management’s Discussion and Analysis. The Venture Issue 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.

Forward-looking information

Certain information in this MD&A, including all statements that are not historical facts, constitutes forward-looking information within the meaning of applicable Canadian securities laws. Such forward-looking information may include, but is not limited to, information which reflect management’s expectations regarding the Company’s future growth, results of operations (including, without limitation, future production and capital expenditures), performance (both operational and financial) and business prospects (including the timing and development of new deposits and the success of exploration activities) and opportunities. Often, this information includes 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.

In making and providing the forward-looking information included in this MD&A, the Company’s assumptions may include among other things: (i) assumptions about the price of base metals; (ii) that there are no material delays in the optimisation of operations at the properties; (iii) assumptions about operating costs and expenditures; (iv) assumptions about future production and recovery; (v) that there is no unanticipated fluctuation in foreign exchange rates; and (vi) that there is no material deterioration in general economic conditions. Although management believes that the assumptions made and the expectations represented by such information are reasonable, there can be no assurance that the forward-looking information will prove to be accurate. By its nature, forward-looking information is based on assumptions and involves known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements, or results, to be materially different from future results, performance or achievements expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include among other things the following: (i) decreases in the price of base metals; (ii) the risk that the Company will continue to have negative operating cash flow; (iii) the risk that additional financing will not be obtained as and when required; (iv) material increases in operating costs; (v) adverse fluctuations in foreign exchange rates; and (vi) environmental risks and changes in environmental legislation.

This MD&A contains information on risks, uncertainties and other factors relating to the forward-looking information (see “Risks and Uncertainties”). Although the Company has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward-looking information, there may be other factors that cause actual results, performances, achievements or events not to be anticipated, estimated or intended. Also, many of the factors are beyond the Company’s control. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to reissue or update forward looking information as a result of new information or events after the date of this MD&A except as may be required by law. All forward-looking information disclosed in this document is qualified by this cautionary statement.

Risks and Uncertainties

Early stage – Need for additional funds

The Company has no history of profitable operations and its present business is at an early stage. As such, the Company is subject to many risks common to such enterprises, including undercapitalization, cash shortages and limitations with respect to personnel, financial and other resources and the lack of revenue. There is no assurance that the Company will be successful in achieving a return on shareholders’ investments and the likelihood of success must be considered in light of its early stage of operations.

The Company has no source of operating cash flow and no assurance that additional funding will be available to it for further exploration and development of its projects when required. Although the Company has been successful in the past in obtaining financing though the sale of equity securities, there can be no assurance that the Company will

be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration and development of its properties.

Operating Hazards and Risks

Mining operations involve many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including rock bursts, caveins, fires, flooding and earthquakes may occur. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to the exploration, development and production of metals, any of which could result in damage to or destruction of mines and other producing facilities, damage to life and property, environmental damage and possible legal liability for any or all damage.

Environmental Regulations, Permits and Licenses

The Company’s operations are subject to various laws and regulations governing the protection of the environment, exploration, development, production, taxes, labour standards, occupational health, waste disposal, safety and other matters. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in impositions of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a direction of stricter standards and enforcement, and higher fines and penalties for non-responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations. The Company intends to fully comply with all environmental regulations.

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 operations may be required to compensate those suffering loss or damage by reason of mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or productions costs, a reduction in the level of production at producing properties, or require abandonment or delays in the development of new mining properties.

Competition and Agreements with Other Parties

The mining industry is intensely competitive in all its phases. The Company competes with other companies that have greater financial resources and technical capacity. Competition could adversely affect the Company’s ability to acquire suitable properties or prospects in the future.

The Company may, in the future, be unable to meet its share of costs incurred under agreements to which it is a party and it may have its interest in properties subject to such agreements reduced as a result. Also, if other parties to such agreements do not meet their share of such costs, the Company may not be able to finance the expenditures required to complete recommended programs.

Price Volatility of Public Stock

In recent years securities markets have experienced extremes in price and volume volatility. The market price of securities of many early-stage companies, among others, have experienced fluctuations in price which may not necessarily be related to the operating performance, underlying asset values or prospects of such companies. It may be anticipated that any market for the Company’s securities will be subject to market trends generally and the value of the Company’s securities may be affected by such volatility.

Economic Conditions

Unfavorable economic conditions may negatively impact the Company’s financial viability as a result of increased financing costs and limited access to capital markets.

Dependence on Management

The Company is very dependent upon the personal efforts and commitment of its existing management. To the extent that management’s services would be unavailable for any reason, a disruption to the operations of the Company could result, and other persons would be required to manage and operate the Company.

Conflicts of interest

The Company’s directors and officers may serve as directors and officers or may be associated with other reporting companies or have significant shareholdings in other public companies. To the extent that such other companies may participate in business or asset acquisitions, dispositions or ventures in which the Company may participate, the directors and officers of the Company may have a conflict of interest in negotiating and concluding terms respecting the transaction. If a conflict of interest arises, the Company will follow the provisions of the BCBCA in dealing with conflicts of interest. These provisions state that where a director/officer has such a conflict, the director must arrange a meeting of the board to disclose his interest and must refrain from voting on the matter unless otherwise permitted by the BCBCA. In accordance with the laws of the Province of British Columbia, the directors and officers of the Company are required to act honestly, in good faith and in the best interests of the Company.

AI assistant

Ameriwest Critical Metals Inc. Management Reports 2026

47874_rns_2026-04-01_5d109163-404e-42cf-b95c-ec654417a809.pdf

Adoption of new and amended accounting standards

Financial Instruments

Proposed Transactions

Contingencies

Additional Disclosure for Venture Issuers without Significant Revenue

Exploration and Evaluation Assets

Internal Controls over Financial Reporting

Changes in Internal Control over Financial Reporting ("ICFR")

Operating Hazards and Risks

Environmental Regulations, Permits and Licenses

Competition and Agreements with Other Parties

AI assistant

Ameriwest Critical Metals Inc. — Management Reports 2026

47874_rns_2026-04-01_5d109163-404e-42cf-b95c-ec654417a809.pdf

Adoption of new and amended accounting standards

Financial Instruments

Proposed Transactions

Contingencies

Additional Disclosure for Venture Issuers without Significant Revenue

Exploration and Evaluation Assets

Internal Controls over Financial Reporting

Changes in Internal Control over Financial Reporting ("ICFR")

Operating Hazards and Risks

Environmental Regulations, Permits and Licenses

Competition and Agreements with Other Parties

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Ameriwest Critical Metals Inc. Management Reports 2026