Aton Resources Inc. — Management Reports 2023

Apr 28, 2023

Aton Resources Inc. Management’s Discussion and Analysis Years ended December 31, 2022 and 2021

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ATON RESOURCES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

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Aton Resources Inc. Management’s Discussion and Analysis Years ended December 31, 2022 and 2021

INTRODUCTION

This Management’s Discussion and Analysis (“MD&A”) of financial condition and results of operations of Aton Resources Inc. and its subsidiaries (the “Company”) provides an analysis of the Company’s results of operations and financial condition for year ended December 31, 2022. This MD&A supplements but does not form part of the annual audited consolidated financial statements for the year ended December 31, 2022, which were prepared in accordance with International Financial Reporting Standards (“IFRS”).

All amounts presented in this MD&A are in Canadian dollars unless otherwise indicated. Additional information related to the Company is available on SEDAR at www.sedar.com and on the Company’s website www.atonresources.com. This MD&A contains information up to and including April 28, 2023.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this MD&A constitute “forward-looking statements”. All statements other than statements of historical fact contained in this MD&A, including, without limitation, those regarding the Company’s future financial position and results of operations, strategy, proposed acquisitions, plans, objectives, goals and targets, and any statements preceded by, followed by or that include the words “believe”, “expect”, “aim”, “intend”, “plan”, “continue”, “will”, “may”, “would”, “anticipate”, “estimate”, “forecast”, “predict”, “project”, “seek”, “should” or similar expressions or the negative thereof, are forwardlooking statements. These statements are not historical facts but instead represent only the Company’s expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements.

Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed herein under the heading “Risks and Uncertainties” and “Risk Factors”. Management provides forward-looking statements because it believes they provide useful information to readers when considering their investment objectives and cautions readers that the information may not be appropriate for other purposes. Consequently, all of the forward-looking statements made in this MD&A are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. These forwardlooking statements are made as of the date of this MD&A and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by law.

The forward-looking statements in this MD&A are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future, including assumptions regarding gold prices, business and operating strategies, and the Company’s ability to operate on a profitable basis.

NOTE TO U.S. INVESTORS CONCERNING ESTIMATES INFERRED RESOURCES

The term "Inferred" Resources is used herein. United States investors are advised that while such a term is recognized and required by Canadian regulations, the United States Securities and Exchange Commission do not recognize them. "Inferred Mineral Resources" have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of Indicated Mineral Resources will ever be converted into Mineral Reserves. United States investors are also cautioned not to assume that all or any part of a Mineral Resource is economically or legally mineable.

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Aton Resources Inc. Management’s Discussion and Analysis Years ended December 31, 2022 and 2021

Qualified Person

The technical information contained in this Management Discussion and Analysis was prepared by Javier Orduña MSc MCSM DIC SEG(M) MAIG, Exploration Manager for Aton Resources Inc. Mr. Orduña is a qualified person (QP) under National Instrument 43-101 Standards of Disclosure for Mineral Projects.

HIGHLIGHTS FOR YEAR ENDED DECEMBER 31, 2022 AND SUBSEQUENT EVENTS

• Field exploration activities consisted primarily of the Phase 2 diamond drilling at Rodruin, and a reverse circulation percussion (“RC”) drilling programme at Hamama West. The Rodruin programme was designed and executed with the objective of providing sufficient information to allow the estimate of a maiden resource at Rodruin. The Hamama West RC programme was designed with the objective of upgrading the confidence of the Hamama West oxide and transitional mineral resource estimate. 5 RC holes were also drilled at West Garida, about 3km east of Hamama West.

• The Rodruin diamond programme was completed on December 10, 2022, with a total of 9,073 metres drilled from 85 holes. The Hamama West RC infill drilling programme was completed on August 24, 2022, with a total of 6,620m drilled, including 5 holes at the West Garida prospect.

• Drilling confirmed several zones of oxide mineralisation at Rodruin, outcropping from surface, including the Aladdin’s Hill (“AH”), Aladdin’s Hill NE (“AHNE”), Central Buttress Zone (“CBZ”), Spiral Pit Zone (“SPZ”) and GF Zone (“GFZ”) areas, returning wide mineralised intersections.

• Deeper drilling at Rodruin returned an excellent sulphide zone intersection of 88.6m @ 5.76 g/t Au, 42.0 g/t Ag, 0.31% Cu and 2.40% Zn, from 117.2m down hole depth, which included a very high grade zone of 9.9m @ 39.4 g/t Au, 261.7 g/t Ag, 0.84% Cu and 3.55% Zn (hole ROD-071). Follow-up holes returned intersections including 36.9m @ 7.04 g/t Au, 47.2 g/t Ag, 0.63% Cu and 7.18% Zn, from 112.1m down hole depth (hole ROD-075) and 19.28m @ 7.93 g/t Au, 55.2 g/t Ag, 0.21% Cu and 1.34% Zn, from 245.32m down hole depth (hole ROD-117). Selected intersections from the diamond drilling programme are provided in Table 3.

• Results from the Hamama West RC drilling programme were generally positive, and in line with expectations in terms of widths and grades, with intersections including 37m @ 2.90 g/t Au and 68.9 g/t Ag (3.71 g/t AuEq), from surface (hole HAP-115), 22m @ 2.87 g/t Au and 54.3 g/t Ag (3.51 g/t AuEq), from 1m downhole depth (hole HAP-110), 12m @ 3.71 g/t Au and 258 g/t Ag (6.75 g/t AuEq), from surface (hole HAP-137), 80m @ 0.82 g/t Au and 18.8 g/t Ag (1.04 g/t AuEq), from surface (hole HAP-167) and 66m @ 0.92 g/t Au and 26.5 g/t Ag (1.23 g/t AuEq), from 2m downhole depth (hole HAP-148).

• Results from the 5 RC holes at West Garida were positive, and included intersections including 2m @ 21.15 g/t Au and 143 g/t Ag from 17m downhole depth (hole WGP-003) and 5m @ 1.54 g/t Au from 65m downhole depth (hole WGP-005), associated with narrow shallow-dipping high grade gold-bearing quartz veins.

• The Company also completed a short diamond drilling programme at Hamama during January-March 2023, with a total of 1,613 metres drilled from 42 holes. The drilling was designed to test previously largely untested surface mineralisation at Hamama East, Hamama Central and the Crocs Nose Zone (Hamama West).

• Results from the Hamama diamond drilling were positive, and included intersections including 20.78m @ 1.57 g/t Au and 231 g/t Ag (4.28 g/t AuEq) from 12.66m downhole depth (hole HAD-054), 24.55m @ 1.84 g/t Au and 62.2 g/t Ag (2.57 g/t AuEq) from 6.45m downhole depth (hole HAD-052), and 34.8m @ 1.37 g/t Au and 52.8 g/t Ag (1.99 g/t AuEq) from 2m downhole depth (hole HAD-042), all from the Crocs Nose Zone.

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Aton Resources Inc. Management’s Discussion and Analysis Years ended December 31, 2022 and 2021

• Results from Hamama East included an intersection of 22.5m @ 0.82 g/t Au, 47.4 g/t Ag, 1.38 g/t AuEq and 8.20% Zn from surface (hole HAD-022), and hole HAD-017 at Hamama Central returned an intersection of 15.9m @ 1.20 g/t Au, 15.2 g/t Ag and 1.38 g/t AuEq, from 11m downhole depth.

• The Company has entered into an arrangement with local Bedouin contractors to clear the Concession area of illegal artisanal gold miners ( “dahabbas” ). This arrangement commenced in March 2023, and has been highly successful to date with most sites having been cleared of these groups, some of whom have known criminal connections. The Company will fully support this arrangement, but responsibility for its ongoing operation will lie entirely with the local Bedouin contractors.

• Ground preparations for a regional RC exploration drilling programme commenced in February 2023. Drilling is planned at the West Garida, Semna, Abu Gaharish, Zeno, Sir Bakis and Bohlog prospects. Site preparation has commenced with 3 excavators and a loader working on access roads and drill pad preparation. This has been combined with the operation to clear the dahabbas , with numerous wadi tracks being blocked to allow the Bedouin security contractors to control access to Concession area. Drilling is planned to commence in May 2023, and the Company has executed a contract with Geodrill Limited to undertake this programme of work.

• A programme of metallurgical testwork is ongoing at Wardell Armstrong International’s UK laboratory. Testing of Rodruin oxide mineralisation types returned good gold recovery rates from both heap leach (average 72.2% Au and 26.1% Ag), and CIL (average 90.4% Au and 59.0% Ag) processing techniques.

• Flotation testwork from the Rodruin sulphide mineralisation types is ongoing, but preliminary results suggest that saleable Cu-Au and Zn-Ag concentrates can be produced from both the Rodruin phyllic and carbonate-hosted Cu-Zn-Au-Ag sulphide mineralisation types. Flotation and diagnostic leach testwork on Hamama West sulphide Au-Ag mineralisation is ongoing, but preliminary results appear to suggest that the mineralisation is refractory.

• Work on the revised Hamama West and maiden Rodruin mineral resource estimates (“MRE’s”) is being undertaken by Cube Consulting in Perth, and this work is ongoing. The Company has also engaged 2M Mining (UK) to coordinate this work, and to produce a study for submission to EMRA in Q3 of 2023 in support of Commercial Discoveries at both Hamama West and Rodruin, and Aton’s renewed application for an exploitation lease at Abu Marawat. It is now estimated that Cube will produce their NI 43-101 Technical Report on the Hamama West and Rodruin MRE’s during June 2023.

• The Company continued discussions with potential strategic investors to evaluate financing alternatives available to the Company.

• The Company announces that it has requested and has been granted a force majeure compensation period of five months and twenty days, under the provisions of the Abu Marawat Concession Agreement (”CAAM”), which will be added to the final exploration period of its current exploration licence at Abu Marawat.

• Entered into a bridge loan facility (the “Seventh Facility”) with Moonrider, a significant shareholder of the Company for $500,000. Pursuant to the Seventh Facility, the Company borrowed $500,000 from Moonrider at an interest rate of 12% per annum with a maturity date of July 4, 2022, then 20% per annum after maturity. On July 14, 2022, Moonrider has agreed to extend the maturity date to June 30, 2023 at an interest rate of 12% per annum. In connection with the Seventh Facility, Moonrider was issued bonus warrants in January 2022 entitling it to acquire 2,941,176 common shares of the Company at a price of $0.19 per share. The bonus warrants are exercisable for a period of 12 months from issuance.

• Entered into a bridge loan facility (the “Eighth Facility”) with Moonrider, a significant shareholder of the Company for $500,000. Pursuant to the Eighth Facility, the Company borrowed $500,000 from

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Aton Resources Inc. Management’s Discussion and Analysis Years ended December 31, 2022 and 2021

Moonrider at an interest rate of 12% per annum with a maturity date of July 26, 2022, then 20% per annum after maturity. On July 14, 2022, Moonrider has agreed to extend the maturity date to June 30, 2023 at an interest rate of 12% per annum. In connection with the Eighth Facility, Moonrider was issued bonus warrants in January 2022 entitling it to acquire 2,173,913 common shares of the Company at a price of $0.23 per share. The bonus warrants are exercisable for a period of 12 months from issuance.

• Ordered a direction to pay with Ou Moonrider, a significant shareholder of the Company. The Company issued 8,510,638 common shares pursuant to the exercise of warrants for aggregate consideration of $2,000,000. The Warrant Exercise payment has been applied towards bridge loans and interest payable from Ou Moonrider.

• Closed a non-brokered private placement by issuing 13,333,333 common shares priced at $0.15 per share for gross proceeds of $2,000,000, less share issuance costs of $10,750.

• Entered into a bridge loan facility (the “Ninth Facility”) with Moonrider, a significant shareholder of the Company for $1,000,000. Pursuant to the Ninth Facility, the Company borrowed $1,000,000 from Moonrider at an interest rate of 12% per annum with a maturity date of July 14, 2023, then 20% per annum after maturity. In connection with the Ninth Facility, Moonrider was issued bonus warrants in July 2022 of two tranches entitling it to acquire 3,475,777 common shares of the Company at a price of $0.31 and $0.275 per share, respectively. The bonus warrants are exercisable for a period of 12 months from issuance from issuance with expiration dates of July 14 and 27, 2023.

• Entered into a bridge loan facility (the “Tenth Facility”) with Moonrider, a significant shareholder of the Company for $2,000,000. Pursuant to the Tenth Facility, the Company borrowed $2,000,000 from Moonrider at an interest rate of 12% per annum with a maturity date of September 21, 2023, then 20% per annum after maturity In connection with the Tenth Facility, Moonrider was issued bonus warrants in September 2022 entitling it to acquire 9,090,909 common shares of the Company at a price of $0.22 per share. The bonus warrants are exercisable for a period of 12 months from issuance.

• Entered into a bridge loan facility (the “Eleventh Facility”) with Moonrider, a significant shareholder of the Company for $4,000,000. Pursuant to the Eleventh Facility, the Company borrowed $4,000,000 from Moonrider at an interest rate of 12% per annum with a maturity date of March 6, 2024, then 20% per annum after maturity. In connection with the Eleventh Facility, Moonrider was issued bonus warrants in March 2023 entitling it to acquire 20,000,000 common shares of the Company at a price of $0.20 per share. The bonus warrants are exercisable for a period of 12 months from issuance.

CORPORATE OVERVIEW

The Company is a Canadian mineral exploration company committed to identifying and advancing gold and base metal projects in the Eastern Desert of Egypt. Since October 5, 2010, the common shares have been listed for trading on the TSX Venture Exchange (the “TSX-V”) under the symbol “AAN”. Through the Company’s wholly owned subsidiary, Aton Mining Inc, the Company holds the Abu Marawat exploration concession, which covers an area of 448 km[2] in Egypt.

The Company is actively exploring the Abu Marawat Concession, which contains the Company's two main deposits that are the Company’s material projects: the Hamama West gold-silver deposit, which has been the main focus of exploration and drilling since 2012, and the Abu Marawat gold-silver-copper-zinc vein deposit. The Company also discovered the Rodruin mineral deposit in late 2-17, which it has been advancing.

Both the Hamama West and Abu Marawat deposits have mineral resource estimates prepared in accordance with National Instrument 43-101 – Standards for Disclosure for Mineral Projects (“NI 43-101”). The historical gold and copper mining district in which the Company operates contains numerous small workings, including ancient small-scale mining at Abu Marawat, Hamama, and numerous other sites in the Concession, and two past-producing modern era gold mines (Semna and Sir Bakis), which were in operation during the

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Aton Resources Inc. Management’s Discussion and Analysis Years ended December 31, 2022 and 2021

early 20[th] Century. The two main projects are located near excellent regional infrastructure. They are 40 kilometres apart, are within 35 kilometres of a four-lane highway, water pipeline, and high-capacity electricity grid, and are near the major cities of Qena, on the Nile River, and Safaga, on the Red Sea.

The Company commenced drilling at its top priority gold exploration project at Rodruin in 2018, and completed a second phase of diamond drilling in December 2022 with positive results. Rodruin is located 18 kilometres east of the Hamama West deposit. The Company has not yet determined whether these properties and geological targets contain ore reserves.

MINERAL PROPERTIES

Abu Marawat Concession

Through the Company’s wholly owned subsidiary, Aton Mining Inc., the Company holds the Abu Marawat exploration concession in Egypt.

The Abu Marawat Concession Agreement is defined by multiple phases of exploration with a required minimum exploration obligation for each phase of exploration. Phase I has a duration of one year, Phase IIA, is for a duration of two years and Phase II-B has a duration of two years. An additional six months may be applied with the approval of EMRA at the end of the last phase of exploration.

The Abu Marawat Concession has met the minimum financial obligation for all three phases and the Company is required to provide a 2% training fee on the total exploration expenditure for the fiscal year.

For the Abu Marawat Concession, on April 23, 2020 EMRA granted the Company a further extension to the Phase II-B exploration period, which will now expire on March 4, 2023. The Company was granted a force majeure compensation period of five months and twenty days, which has been added to the final exploration period of its current exploration license, which will now expire on August 25, 2023.

During the year ended December 31, 2021, the Company had advance deposit of $253,560 (US$200,000) on the Abu Marawat project, which remains in prepaid expenses and deposits during the year ended December 31, 2022.

Hamama Gold-Silver Project

• a) Hamama is interpreted as a structurally modified gold-silver-zinc bearing, hybrid epithermal-VMS deposit.

• b) Mineralisation is found primarily at and stratigraphically below the overturned contact between the stratigraphic footwall consisting of andesitic and felsic volcanic rocks, and the stratigraphic hanging wall consisting of volcanic rocks and volcanogenic sediments (predominantly bedded tuffs and argillites).

• c) Mineralisation is primarily hosted in a silica-carbonate-barite rock (SCBR) unit which constitutes the Main Horizon at Hamama, and outcrops over a strike length of approximately 3,000 meters. The Main Horizon is sub-divided into the Western Carbonate, Hamama West, Hamama Central and Hamama East zones.

• d) The Main Zone at Hamama West is capped by a 650-meter-long Gold-Oxide Cap, which extends to an average of 35-40 meters depth. The Gold-Oxide Cap has a surface area of between 30,000sq meters and 40,000sq meters and has been thoroughly trenched at ~50 meter spacing.

• e) Hamama Central is 640 meters long and contains gold-silver, zinc and copper mineralisation, as indicated in part by rock chip sampling of the Main Horizon. This returned 6 metres at 0.80 g/t gold, 49 g/t silver, 0.95% copper and 1.6% zinc. Drilling and surface trenching indicates the presence of

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Aton Resources Inc. Management’s Discussion and Analysis Years ended December 31, 2022 and 2021

a continuous mineralised sulphide zone, which, where tested so far, is 8-14 m thick. The deepest hole (AHA-020) intersected 8.5 meters of 1.28 g/t gold, 83 g/t silver, 0.24% copper and 6.87% zinc. Surface grab samples from Hamama Central returned assays of up to 15.2 g/t Au, 123 g/t Ag, 0.16 % Cu, and 10.1 % Zn. This zone was further drill tested during the 2023 diamond drilling programme, and returned near-surface oxide zone intersections including 15.9m @ 1.20 g/t Au, 15.2 g/t Ag and 1.38 g/t AuEq, from 11m downhole depth (hole HAD-017).

• f) Hamama East has a 500-metre-long oxide horizon with extensive ancient workings for copper-zincrich oxide material, which may reflect significant mineralisation at depth. Surface grab samples from ancient workings from Hamama East returned assays of up to 1.17 g/t Au, 5.0 g/t Ag, 1.00% Cu, and 31.4% Zn. Surface trench sampling has indicated the potential development of a zone of outcropping zinc oxide-gold-silver mineralisation at Hamama East, which was tested during the 2023 diamond drilling programme, and which returned intersections including 22.5m @ 0.82 g/t Au, 47.4 g/t Ag, 1.38 g/t AuEq and 8.20% Zn from surface (hole HAD-022).

• g) To date AAN has drilled a total of 255 diamond and RC drill holes at Hamama for a total of 19,670m. Mineralisation has been intersected to true depths of more than 200 meters below surface at Hamama West and has not been closed off either along strike or at depth.

• h) Cube Consulting have completed a maiden mineral resource estimate of the Hamama West deposit. The accompanying NI 43-101 independent technical report was filed during the year ended September 30, 2017. The mineral resource estimate is presented below in Tables 1 and 2.

Classification	Domain	Density	Tonnes	Grade	Grade	Grade	Contained Metal	Contained Metal	Contained Metal
		**(g/cm3) **	(t)	Au (g/t)	Ag (g/t)	AuEq (g/t)	Au (koz.)	Ag (koz.)	AuEq (koz.)
Indicated	FRESH	3.0	3,805,000	0.72	27.6	1.12	88	3,376	137
	TOTAL	3.0	3,805,000	0.72	27.6	1.12	88	3,376	137

Table 1: Indicated Mineral Resource by Domain: Above 0.5g/t gold equivalent (AuEq) cut-off

Classification	Domain	Density	Tonnes	Grade	Grade	Grade	Contained Metal	Contained Metal	Contained Metal
		**(g/cm3) **	(t)	Au (g/t)	Ag (g/t)	AuEq (g/t)	Au (koz.)	Ag (koz.)	AuEq (koz.)
Inferred	OXIDE (surface)	2.4	220,000	1.63	19.9	1.92	12	141	14
	OXIDE	2.57	2,630,000	0.80	28.9	1.22	61	2,193	93
	FRESH	3.0	5,360,000	0.87	30.4	1.30	157	5,503	235
	TOTAL	2.85	8,210,000	0.87	29.7	1.29	230	7,836	341

Table 2: Inferred Mineral Resource by Domain: Above 0.5g/t gold equivalent (AuEq) cut-off

For additional disclosure regarding the Hamama West deposit, see the Company’s press releases as listed for download on the Aton Resources website, www.atonresources.com or filed under the Company’s profile on SEDAR at www.sedar.com.

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Aton Resources Inc. Management’s Discussion and Analysis Years ended December 31, 2022 and 2021

Rodruin Advanced Exploration Project

Rodruin was discovered by the Company’s field teams in 2017 and is located 18 kilometres east of the Hamama West deposit. Rodruin was immediately recognised as being a highly prospective gold target and became the main focus of the Company’s exploration efforts, leading up to a first phase RC drilling programme which was completed in December 2018, with positive results. The Phase 2 follow-up diamond drilling programme at Rodruin was completed on December 9, 2022.

Gold mineralisation at Rodruin is mainly associated with and located within a carbonate unit, which is extensively gossanised and weathered to depths of up to 70-80m below ground surface. The mineralisation consists primarily of gold, with subsidiary amounts of silver, zinc, and copper. Mineralisation in fresh rock is associated with a variably, and sometimes highly sulphidic carbonate rock. A second style of mineralisation is associated with highly siliceous and phyllic altered sedimentary rocks, and is notably associated with high grades of gold, silver, copper, and zinc. The Rodruin deposit is also heavily structurally deformed, with the identification of faulting, thrusting, and folding. Gold is also re-mobilized into higher grade structurally controlled zones of mineralisation, often on faulted contacts between different rock units.

An RC drilling programme was completed at Rodruin during the final quarter of 2018, with 50 holes drilled for a total of 4,125m. Gold mineralisation was intersected in almost every hole, frequently starting from surface (oxide), and also to a downhole depth of up to 172m (sulphide). The Phase 2 diamond drilling programme at Rodruin was completed in December 2022, and selected intersections are tabulated below:

Hole ID	From (m)	To (m)	Interval (m)	Au (g/t)	Ag (g/t)	Cu (%)	Pb (%)	Zn (%)	Zone	Type
ROD-052	27.00	75.00	48.00	1.97	5.3	0.10	0.07	0.42	AH	Oxide
ROD-055	25.75	114.00	88.25	1.74	9.7	0.15	0.05	1.07	AH	Oxide
ROD-056	0.00	129.50	129.50	1.00	8.8	0.03	0.01	0.60	CBZ/SPZ	Oxide
ROD-062	5.20	45.20	40.00	2.32	8.2	0.02	0.00	0.12	CBZ/SPZ	Oxide
ROD-071 incl.	117.20	205.80	88.60	5.76	42.0	0.31	0.03	2.40	AHNE	Sulphide
	138.10	148.00	9.90	39.40	261.7	0.84	0.02	3.55
ROD-073	50.00	65.00	15.00	7.08	25.6	0.72	0.84	2.13	Death Slots	Oxide
ROD-074	0.00	36.85	36.85	2.94	6.4	0.23	0.02	5.14	AHNE	Oxide
ROD-075 incl.	112.10	149.00	36.90	7.04	47.2	0.63	0.04	7.18	AHNE	Sulphide
	112.10	119.00	6.90	26.81	142.4	1.25	0.05	16.85
ROD-077	0.00	30.60	30.60	1.79	3.7	0.00	0.00	0.11	GFZ	Oxide
ROD-078	0.00	46.20	46.20	1.28	6.9	0.03	0.03	0.36	CBZ/SPZ	Oxide
ROD-079	0.00	75.20	75.20	1.72	11.5	0.02	0.01	0.25	CBZ/SPZ	Oxide
ROD-082	0.00	53.40	53.40	2.99	5.3	0.17	0.09	0.17	AH	Oxide
ROD-084	0.00	53.60	53.60	2.33	6.6	0.29	0.05	1.13	AH	Oxide
ROD-112 and	107.35	166.00	58.65	0.85	10.8	0.01	0.01	0.16	AHNE	Sulphide
	171.35	185.15	13.80	2.05	20.8	0.23	0.03	2.93
ROD-117 and and	157.70	178.90	21.20	2.52	30.0	0.08	0.05	0.98	AHNE	Sulphide
	216.00	234.51	18.51	0.21	12.2	0.28	0.01	6.40
	245.32	264.60	19.28	7.93	55.2	0.21	0.03	1.34
ROD-120	29.45	41.30	11.85	4.39	4.5	0.18	0.15	0.30	AHNE	Oxide
ROD-123	0.00	63.20	63.20	0.69	6.6	0.02	0.01	0.66	AH	Oxide
ROD-124 and	0.00	18.70	18.70	1.37	6.5	0.17	0.00	8.42	AH	Oxide
	52.70	61.80	9.10	1.69	11.5	0.27	0.07	0.94
and	74.70	116.30	41.60	0.29	4.2	0.19	0.01	4.36

Table 3: Selected Rodruin diamond drilling intersections

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Aton Resources Inc. Management’s Discussion and Analysis Years ended December 31, 2022 and 2021

RESULTS OF OPERATIONS

Selected Annual Information

Selected Annual Information
	December 31, 2022	December 31, 2021	December 31, 2020
Net sales Net loss Loss per share – basic and diluted Total assets Total long-term liabilities Cash dividends declaredper share	$ Nil $ 8,562,826 $ 0.17 $ 687,952 $ Nil $ Nil	$ Nil $ 4,625,231 $ 0.14 $ 760,602 $ Nil $ Nil	$ Nil $ 1,351,882 $ 0.04 $ 79,791 $ Nil $ Nil

The following table summarizes the last 8 quarters of the Company.

		December 31,		September 30,		June 30,		March 31,
		2022		2022		2022		2022
				(Unaudited)		(Unaudited)		(Unaudited)
Total assets	$	687,952	$	1,435,876	$	780,852	$	758,005
Working capital		(7,702,256)		(5,854,171)		(4,892,663)		(4,139,384)
Shareholders’ deficiency		(7,419,783)		(5,538,875)		(4,535,921)		(3,757,141)
Net loss		(2,511,629)		(2,204,615)		(2,268,030)		(1,578,552)
Net lossper share,basic & diluted		(0.05)		(0.04)		(0.04)		(0.04)
		December 31,		September 30,		June 30,		March 31,
		2021		2021		2021		2021
				(Unaudited)		(Unaudited)		(Unaudited)
Total assets	$	760,602		1,046,778		1,659,398		2,883,097
Working capital		(5,433,572)		(3,978,166)		(2,805,086)		(1,781,406)
Shareholders’ deficiency		(5,018,278)		(3,747,742)		(2,599,727)		(1,760,266)
Net loss		(2,210,181)		(1,148,015)		(955,810)		(311,225)
Net lossper share,basic & diluted		(0.07)		(0.03)		(0.03)		(0.01)

Results of operations for the three months ended December 31, 2022 as compared with 2021

- The net loss for the three months period increased by $301,448 to $2,511,629 (2021 $2,210,181). Significant variances in expenses are explained as follows:

• Exploration and evaluation expenditures increased to $1,401,201 (2021 - $977,239) due to drilling activities on the Rodruin and Hamama project.

• Investor relations expense of $32,679 (2021 - $9,537) increased as the Company engaged in more market promotion.

• Management and consulting fees decreased by $31,501 to $28,650 (2021 - $60,151) due to a decrease in consulting costs at the corporate level as compared to prior period.

• Share-based compensation expense of $312,091 (2021 - $Nil) is recorded relative to the vesting of stock options valued using the Black-Scholes methodology.

• Accretion expense of $423,341 (2021 - $837,821) refers to the several bridge loans the Company entered into with an interest rate of 12% per annum.

Page 9 of 24

Aton Resources Inc. Management’s Discussion and Analysis Years ended December 31, 2022 and 2021

Results of operations for the year ended December 31, 2022 as compared with 2021

- The net loss for the year ended increased by $3,937,595 to $8,562,826 (2021 $4,625,231). Significant variances in expenses are explained as follows:

• Exploration and evaluation expenditures increased to $6,104,158 (2021 - $1,978,791) due to drilling activities on the Rodruin and Hamama project.

• Finance expense of $786,780 (2021 - $470,575) refers to the several bridge loans the Company entered into with an interest rate of 12% per annum.

• Investor relations expense of $142,885 (2021 - $29,887) increased as the Company engaged in more market promotion.

• Management and consulting fees decreased by $152,075 to $115,469 (2021 - $267,544) due to a decrease in consulting costs at the corporate level as compared to prior period.

• Share-based compensation expense of $318,984 (2021 - $Nil) is recorded relative to the vesting of stock options valued using the Black-Scholes option pricing methodology.

• Accretion expense of $777,625 (2021 - $1,695,133) refers to the several bridge loans the Company entered into with an interest rate of 12% per annum.

LIQUIDITY AND CAPITAL RESOURCES

Cash and Working Capital

As at December 31, 2022, the Company had cash of $116,551 and a working capital deficiency of $7,702,256, compared with cash of $82,266 and a working capital deficiency of $5,433,572 as of the year ended December 31, 2021. Cash flows are detailed below.

Cash Used in Operating Activities

Cash used in operating activities during the year ended December 31, 2022 was $6,708,182 (2021 - $3,424,276), resulting from a net loss of $8,562,826 (2021 - $4,625,231) and net of non-cash and working capital adjustments.

Cash Used in Investing Activity

- Cash used in investing activity during the year ended December 31, 2022 was $Nil (2021 $412,228) due to equipment purchases.

Cash Generated by Financing Activities

- Cash generated by financing activities during the year ended December 31, 2022 was $6,742,467 (2021 $3,886,345). The Company received $2,000,000 (2021 - $Nil) in proceeds from a private placement, share - - issuance costs totalled $10,750 (2021 $20,586), $4,800,000 (2021 $3,950,000) from bridge loans, offset - by $46,783 (2021 $43,069) in lease payments for an office.

Requirement of Additional Equity Financing

The Company’s operations to date have been financed by issuing common shares and convertible debentures. The continuing operations of the Company are dependent upon its ability to raise adequate financing and to commence profitable operations in the future. The current working capital deficiency position casts

Page 10 of 24

Aton Resources Inc.

Management’s Discussion and Analysis Years ended December 31, 2022 and 2021

significant doubt as to its ability to continue as a going concern. The company has limited financial resources, limited sources of operating cash flow and no assurance that additional financing will be available for further development of its projects. The Company has been successful in the past in obtaining financing through equity; however, there is no assurance that the Company will succeed in arranging all necessary financing in the future or on terms satisfactory to the Company.

Based on the cash position on hand as at the date of this MD&A and expected cash flow requirements of the Company for the next twelve months, management believes that the Company will require additional funds to meet its present operational commitments and working capital needs.

PROPOSED TRANSACTIONS

There are no unannounced proposed transactions at the date of this report.

OUTSTANDING SHARE DATA

As of the date of this report, the Company has 56,027,077 issued and outstanding common shares, 3,599,500 outstanding stock options, and 34,941,379 outstanding warrants.

Page 11 of 24

Aton Resources Inc. Management’s Discussion and Analysis Years ended December 31, 2022 and 2021

TRANSACTIONS WITH RELATED PARTY AND BALANCES

The following entities are classified as related parties due to the following:

Related party Relationship Anthony Clements Director Assem Soliman Director Tonno Vahk Director and Interim CEO Bobby Dhaliwal CFO Stella Chen Former CFO Red Fern Consulting Ltd. CFO is an employee Ou Moonrider (“Moonrider”) Significant shareholder Ou Hektik Significant shareholder

a) Key management personnel compensation

Key management personnel are those persons having the authority and responsibility for planning, directing, and controlling activities of the Company, directly or indirectly. The key management personnel of the Company are the members of the Company’s executive management team and Board of Directors. An entity controlled by the CEO has significant influence over the Company due to holding approximately 31% of the Company’s common shares. The remuneration of directors and management including the CEO and CFO were as follows:

		For the years ended	December	31
		2022		2021
Management and consulting fees	$	48,000	$	187,423
Directors’ fees		45,000		56,653
	$	93,000	$	244,076

b) Related party balances and transactions

The balances due to the Company’s current and former directors and officers included in accounts payables and accrued liabilities were $789 (2021 - $30,851). These amounts are unsecured, non-interest bearing and payable on demand.

During the year ended December 31, 2022, the Company recognized share-based payments expense of $116,961 (2021 - $nil) related to the fair value of stock options granted and vested to key management personnel.

During the year ended December 31, 2021, the Company issued 427,082 common shares to settle a total of $102,500 in debt owed to directors and a former director.

Loans payable are due to Moonrider, a shareholder owning approximately 31% of the Company’s common shares at December 31, 2022 (a “significant shareholder”), who has significant influence over the Company.

During the year ended December 31, 2022, the Company:

• a) Entered into a bridge loan facility (the “Seventh Facility”) with Moonrider, for $500,000. Pursuant to the Seventh Facility, the Company borrowed $500,000 from Moonrider at an interest rate of 12% per annum with a maturity date of July 4, 2022, then 20% per annum after maturity. On July 14,

Page 12 of 24

Aton Resources Inc. Management’s Discussion and Analysis Years ended December 31, 2022 and 2021

2022, Moonrider has agreed to extend the maturity date to June 30, 2023 at an interest rate of 12% per annum. In connection with the Seventh Facility, Moonrider was issued bonus warrants in January 2022 entitling it to acquire 2,941,176 common shares of the Company at a price of $0.19 per share. The bonus warrants are exercisable for a period of 12 months from issuance. These bonus warrants had a fair value of $134,311 calculated using the Black-Scholes option pricing model, with inputs of: a risk-free interest rate of 0.98%, expected life of 1 year, dividend of 0% and volatility of 77.94%, which is accreted over 12 months. The bonus warrants are exercisable for a period of 12 months from issuance. During the year ended December 31, 2022, $13,973 in interest payable was settled by way of the direction to pay (“DTP”).

• b) Entered into a bridge loan facility (the “Eighth Facility”) with Moonrider, for $500,000. Pursuant to the Eighth Facility, the Company borrowed $500,000 from Moonrider at an interest rate of 12% per annum with a maturity date of July 26, 2022, then 20% per annum after maturity. On July 14, 2022, Moonrider has agreed to extend the maturity date to June 30, 2023 at an interest rate of 12% per annum. In connection with the Eighth Facility, Moonrider was issued bonus warrants in January 2022 entitling it to acquire 2,173,913 common shares of the Company at a price of $0.23 per share. The bonus warrants are exercisable for a period of 12 months from issuance. These bonus warrants had a fair value of $158,443 calculated using the Black-Scholes option pricing model, with inputs of: a risk-free interest rate of 1.22%, expected life of 1 year, dividend of 0% and volatility of 80.50%, which is accreted over 12 months. The bonus warrants are exercisable for a period of 12 months from issuance. During the year ended December 31, 2022, $10,356 in interest payable was settled by way of the DTP.

• c) Entered into a bridge loan facility (the “Ninth Facility”) with Moonrider, for $1,000,000. Pursuant to the Ninth Facility, the Company borrowed $1,000,000 from Moonrider at an interest rate of 12% per annum with a maturity date of July 14, 2023, then 20% per annum after maturity. In connection with the Ninth Facility, Moonrider was issued bonus warrants in July 2022 of two tranches, entitling it to acquire 3,475,777 common shares of the Company at a price of $0.31 and $0.275 per share, respectively. The bonus warrants are exercisable for a period of 12 months from issuance. These bonus warrants had a fair value of $198,562 and $318,630 calculated using the Black-Scholes option pricing model, with inputs of: a risk-free interest rate of 3.25% and 3.09%, expected life of 1 year, dividend of 0% and volatility of 134.77% and 139.95%, which is accreted over 12 months. The bonus warrants are exercisable for a period of 12 months from issuance with expiration dates of July 14, and 27, 2023.

• d) Entered into a bridge loan facility (the “Tenth Facility”) with Moonrider, for $2,000,000. Pursuant to the Tenth Facility, the Company borrowed $2,000,000 from Moonrider at an interest rate of 12% per annum with a maturity date of September 21, 2023, then 20% per annum after maturity. In connection with the Tenth Facility, Moonrider was issued bonus warrants in September 2022 entitling it to acquire 9,090,909 common shares of the Company at a price of $0.22 per share. The bonus warrants are exercisable for a period of 12 months from issuance. These bonus warrants had a fair value of $1,043,141 calculated using the Black-Scholes option pricing model, with inputs of: a risk-free interest rate of 3.73%, expected life of 1 year, dividend of 0% and volatility of 138.88%, which is accreted over 12 months. The bonus warrants are exercisable for a period of 12 months from issuance.

• e) Received $800,000 in non-interest bearing loans as at December 31, 2022 from Moonrider. Subsequent to the year ended December 31, 2022, the Company and Moonrider entered into a bridge loan facility for these at an interest rate of 12%.

During the year ended December 31, 2021, the Company:

• a) Borrowed an unsecured short-term loan of $50,000 from Moonrider with a maturity date of August

Page 13 of 24

Aton Resources Inc. Management’s Discussion and Analysis Years ended December 31, 2022 and 2021

24, 2021, a significant shareholder of the Company. The principal balance of loan payable bears an interest of 3% per annum. During the year ended December 31, 2022, $50,000 in principal and $1,845 in interest payable was settled by way of the DTP.

• b) The Company entered into a bridge loan facility (the “Third Facility”) with Moonrider, for $400,000. Pursuant to the Third Facility, the Company borrowed $400,000 from Moonrider at an interest rate of 12% per annum with a maturity date of August 4, 2021, then 20% per annum after maturity. In connection with the Third Facility, Moonrider was issued bonus warrants in February 2021 entitling it to acquire 1,600,000 common shares of the Company at a price of $0.25 per share. These bonus warrants had a fair value of $239,294 calculated using the Black-Scholes option pricing model, with inputs of: a risk-free interest rate of 0.24%, expected life of 1 year, dividend of 0% and volatility of 156.55%, which is accreted over 12 months. The bonus warrants are exercisable for a period of 12 months from issuance. During the year ended December 31, 2022, $400,000 in principal and $75,967 in interest payable was settled by way of the DTP.

• c) The Company entered into a bridge loan facility (the “Fourth Facility”) with Moonrider, for $1,000,000. Pursuant to the Fourth Facility, the Company borrowed $1,000,000 from Moonrider at an interest rate of 12% per annum with a maturity date of September 15, 2021, then 20% per annum after maturity. On July 14, 2022, Moonrider has agreed to extend the maturity date to June 30, 2023 at an interest rate of 12% per annum. In connection with the Fourth Facility, Moonrider was issued bonus warrants in March 2021 entitling it to acquire 4,255,319 common shares of the Company at a price of $0.235 per share. These bonus warrants had a fair value of $485,533 calculated using the Black-Scholes option pricing model, with inputs of: a risk-free interest rate of 0.24%, expected life of 1 year, dividend of 0% and volatility of 130.19%, which is accreted over 12 months. The bonus warrants are exercisable for a period of 12 months from issuance. During the year ended December 31, 2022, $483,168 in principal and $167,890 in interest payable was settled by way of the DTP.

• d) The Company entered into a bridge loan facility (the “Fifth Facility”) with Moonrider for $2,000,000. Pursuant to the Fifth Facility, the Company borrowed $2,000,000 from Moonrider at an interest rate of 12% per annum with a maturity date of September 30, 2022, then 20% per annum after maturity. On July 14, 2022, Moonrider has agreed to extend the maturity date to June 30, 2023 at an interest rate of 12% per annum. In connection with the Fifth Facility, Moonrider was issued bonus warrants in March 2021 entitling it to acquire 8,510,638 common shares of the Company at a price of $0.235 per share. These bonus warrants had a fair value of $922,083 calculated using the Black-Scholes option pricing model, with inputs of: a risk-free interest rate of 0.23%, expected life of 1 year, dividend of 0% and volatility of 122.69%, which is accreted over 12 months. The bonus warrants are exercisable for a period of 12 months from issuance. During the year ended December 31, 2022, $318,685 in interest payable was settled by way of the DTP.

• e) The Company entered into a bridge loan facility (the “Sixth Facility”) with Moonrider, for $500,000. Pursuant to the Sixth Facility, the Company borrowed $500,000 from Moonrider at an interest rate of 12% per annum with a maturity date of April 26, 2022, then 20% per annum after maturity. On July 14, 2022, Moonrider has agreed to extend the maturity date to June 30, 2023 at an interest rate of 12% per annum. In connection with the Sixth Facility, Moonrider was issued bonus warrants in October 2021 entitling it to acquire 2,793,296 common shares of the Company at a price of $0.18 per share. These bonus warrants had a fair value of $150,046 calculated using the Black-Scholes option pricing model, with inputs of: a risk-free interest rate of 0.98%, expected life of 1 year, dividend of 0% and volatility of 76.16%, which is accreted over 12 months. The bonus warrants are exercisable for a period of 12 months from issuance. During the year ended December 31, 2022, $25,479 in interest payable was settled by way of the DTP.

During the year ended December 31, 2022, the Company settled an aggregate of $2,000,000 in loan payable through the issuance of 8,510,638 common shares on exercised warrants. The settlement was comprised of

Page 14 of 24

Aton Resources Inc. Management’s Discussion and Analysis Years ended December 31, 2022 and 2021

$1,273,168 in principal repayments and $716,952 in interest repayments, inclusive of the loan settlements disclosed above and full repayment of loan facilities entered in December 31, 2020.

COMMITMENTS AND CONTINGENCIES

A former director and CEO of the Company commenced litigation against the Company alleging wrongful dismissal and claiming damages of US$500,000 for severance and unpaid wages of $236,798 plus interest and costs related. The Company is defending the cases and believes they are without merit. No liability other than unpaid fees for services amounting to $253,386, included in accounts payable and accrued liabilities, has been recorded in relation to these legal proceedings.

Former employees of the Company commenced litigation against the Company in Egypt alleging wrongful dismissal and claiming damages up to $73,417 and a former vender of the Company claiming fees and compensation of US$14,596. During the year ended December 31, 2019, the Company won its case but then had this overturned by the appellate court. The Company has filed an appeal in the Court of Cassation to overturn this appeal ruling. However, as the appellate court judgment is enforceable while it is adjudicated by the Court of Cassation, the Company recorded a legal provision of $73,417 (2021 - $71,901). No timeline has been provided with respect to when the judgment of the Court of Cassation will be rendered.

FINANCIAL INSTRUMENTS

Financial assets and liabilities are classified in the fair value hierarchy according to the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement requires judgment and may affect placement within the fair value hierarchy levels. The hierarchy is as follows:

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2: inputs other than quotes prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The carrying values of prepayments and advances receivable and accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments. The amortized cost of the loans payable approximates its fair value due to the market rate of interest attached to them, and the shortterm nature of these instruments.

Cash is measured at FVTPL under level 1 of the fair value hierarchy.

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.

The Company is exposed to varying degrees to a variety of financial instrument related risks:

Page 15 of 24

Aton Resources Inc. Management’s Discussion and Analysis Years ended December 31, 2022 and 2021

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge and obligation and cause the other party to incur a financial loss.

The Company’s cash (excluding nominal petty cash) is all held at large Canadian or International financial institutions in interest bearing accounts. The Company’s prepayments and advances receivable are entered with reputable counterparties. The Company has no investment in asset-backed commercial paper. As at December 31, 2022, management believes that the Company’s exposure to credit risk is not material. The maximum exposure to credit risk that the Company has is limited to the carrying values of cash and prepayments and advances receivable as presented in the consolidated statement of financial position. The Company’s exposure to and management of credit risk for the year ended December 31, 2022, has not changed materially from the year ended December 31, 2021.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset.

Accounts payable and accrued liabilities and loan payable are due within one year. The Company’s approach to managing liquidity risk is to try to have sufficient liquidity to meet liabilities when due. To maintain liquidity, the Company is currently investigating financing opportunities. While the Company has been successful in obtaining its required funding in the past, through the issuance of debt and equity instruments, there is no assurance that future financings will be available. The Company’s exposure to and management of liquidity risk for the year ended December 31, 2022, has not changed materially from the year ended December 31, 2021.

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk is comprised of three types of risks: interest rate risk, foreign currency risk, and price risk.

a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. A 1% change in interest rates on cash deposits would have a nominal effect on net loss. The loans payable bear an interest rate of 12% per annum from closing date until repayment date. All amounts owed from the date on which such amount is due until such amount is paid in full, payable on demand, bears an interest rate of 20% per annum. The Company’s exposure to and management of interest rate risk for the year ended December 31, 2022, has not changed materially from the year ended December 31, 2021.

b) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company’s functional and presentation currency is the Canadian dollar. The Company is exposed to foreign currency risk on fluctuations related primarily to cash, prepayments and advances receiveable, and accounts payable and accrued liabilities that are denominated in United States Dollar (USD) or the Egyptian Pound (EGP).

The Company has cash and accounts payable and accrued liabilities denominated in USD and the EGP and is exposed to risk from changes in the USD and EGP.

Page 16 of 24

Aton Resources Inc. Management’s Discussion and Analysis Years ended December 31, 2022 and 2021

As at December 31, 2022, the Company’s foreign denominated financial assets and liabilities in USD and EGP are as follows:

	United	States Dollar	States Dollar	Canadian Dollar
		($)		equivalent
Cash	$	67,732 $		91,737
Prepayments and advances receivable	$	200,966 $		272,188
Accountspayable and accrued liabilities	$	(447,489) $		(606,079)
				Canadian
		Egyptian		Dollar
		Pound(E£)		equivalent
Cash	E£	344,591 $		18,849
Prepayments and advances receivable	E£	162,194 $		8,872
Accountspayable and accrued liabilities	E£	(2,000,995) $		(109,454)

Based on the above net exposures, a 10% change in the Canadian Dollar to United States Dollar and Canadian Dollar to Egyptian Pound would change the Company’s comprehensive loss by approximately $24,215 and $8,173, respectively. As at December 31, 2022, the Company has not hedged its exposure to currency fluctuations. The Company assessed its financial currency risk as moderate as at December 31, 2022.

The Company’s exposure to and management of foreign currency risk for the year ended December 31, 2022, has not changed materially from the year ended December 31, 2021.

c) Other price risk

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or foreign currency risk). The Company had no held for sale investments, nor is the Company materially impacted by commodity prices as it is not yet in commercial production. As such, the Company is not materially exposed to price risk. The Company’s exposure to and management of other price risk for the year ended December 31, 2022, has not changed materially from the year ended December 31, 2021.

Capital management

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In the management of capital, the Company considers components of shareholders’ deficiency, which totalled $(7,419,783) at December 31, 2022 (2021 - $(5,018,278)). To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt, acquire or dispose of assets or adjust the amount of cash and investments.

In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The Company currently is not subject to externally imposed capital requirements. As at December 31, 2022, the Company is not subject to any externally imposed debt covenants. There were no changes in the Company’s approach to capital management during the year.

Page 17 of 24

Aton Resources Inc. Management’s Discussion and Analysis Years ended December 31, 2022 and 2021

OUTLOOK

On April 28, 2020, Aton was granted a three year extension to the final period of the current Abu Marawat exploration lease, until March 4, 2023, while retaining its right to declare a commercial discovery and obtain an exploitation lease in accordance with the terms of its existing concession agreement. The Company was granted a force majeure compensation period of five months and twenty days, which has been added to the final exploration period of its current exploration license, which will now expire on August 25, 2023.

The Company plans to continue its regional exploration program over the highly prospective Abu Marawat Concession, with a primary focus on the Rodruin prospect, while also taking the additional time provided in the extension as an opportunity to consider moving to the new terms and conditions to the mining law in Egypt which are designed to make investment in the mining sector much more attractive to investors.

RISKS AND UNCERTAINTIES

In addition to the fact that all current and proposed exploration and mining activities of the Company are situated in Egypt (refer to the Corporate Overview section in this MD&A for discussion of foreign and political risk) and the usual risks associated with an investment in a mineral exploration and development company, the directors of the Company believe that, in particular, the risk factors set out below should be considered. It should be noted that this list is not exhaustive and that other risk factors may apply. If any of these risks materialize into actual events or circumstances or other possible additional risks and uncertainties of which the directors of the Company are currently unaware or which they consider not to be material in relation to the Company’s business, actually occur, the Company’s assets, liabilities, financial condition, results of operations (including future results of operations), business and business prospects, are likely to be materially and adversely affected. In such circumstances, the price of the Company’s securities could decline and investors may lose all or part of their investment. An investment in the Company may not be suitable for all investors.

The market price of the Common Shares may be volatile

The market price of the Common Shares may experience significant volatility. Numerous factors, including many over which the Company has no control, may have a significant impact on the market price of the Common Shares, including, among other things:

• results of exploration programs;

• the Company’s financial condition and ability or perceived ability to raise funds in the future;

• price fluctuations in gold and other commodities;

• political unrest in Egypt and more broadly, Africa;

• changes in investor sentiment towards the Company or towards the junior mining sector;

• changes in estimates, recommendations, or other material comments by securities analysts relating to the Company, its competitors or the industry in general;

• announcements by other companies in the industry relating to their operations, strategic initiatives, financial condition or financial performance or to the industry in general;

• announcements of acquisitions or consolidations involving industry competitors or industry suppliers;

• addition or departure of the Company’s executive officers;

• sales or perceived sales of additional Common Shares; and

• market response to the work stoppages and unrest at properties near to or adjacent to the Company’s mineral assets.

In addition, the stock market in recent years has experienced extreme price and trading volume fluctuations, many of which have been unrelated or disproportionate to the operating performance of individual companies. These broad market fluctuations may adversely affect the price of the Common Shares, regardless of the Company’s operating performance.

Page 18 of 24

Aton Resources Inc. Management’s Discussion and Analysis Years ended December 31, 2022 and 2021

Need for additional financing

The Company will require additional financing, including through the sale of assets and/or the issue and sale of equity or debt securities if various events alone or in combination occur. No assurance is given that the Company will be able to obtain necessary financing in a timely manner or on acceptable terms, if at all.

The Company will require significant capital in order to develop its concessions and to fund its operating costs. The Company currently has no revenues from operations and is currently wholly reliant upon external financing to fund all of its capital requirements. The Company will require additional financing from external sources to meet such requirements. No assurance is given that such financing will be available to the Company or, if it is, that it will be offered on acceptable terms. If additional financing is raised through the issuance of equity or convertible debt securities of the Company, the interests of shareholders in the net assets of the Company may be diluted. Any failure of the Company to obtain required financing on acceptable terms could have a material adverse effect on the Company’s financial condition, results of operations, and liquidity, and could require the Company to cancel or postpone planned capital investments.

Limited operating history

The Company has a limited history of operations, is in the early stage of exploration and must be considered a start-up company. As such, the Company is subject to many risks common to such enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. No assurance is given that the Company will be successful in achieving a return on shareholders’ investment and the likelihood of success must be considered in the light of its early stage of operations. The Company has no history of mining operations and gives no assurance that it will successfully produce gold, generate revenue, operate profitably or provide a return on investment in the future. Other factors maintained in this section may also prevent the Company from successfully operating a mine.

Future issuances of Common Shares or equity-related securities may depress the trading price of the Common Shares

Any issuance of equity securities could dilute the interests of existing shareholders and could substantially decrease the trading price of the Common Shares. The Company may issue equity securities in the future for a number of reasons, including to finance its exploration program and operations and business strategy (including in connection with acquisitions, strategic collaborations or other transactions) and to satisfy the Company’s obligations upon the exercise of outstanding warrants or options or for other reasons. Sales of a substantial number of Common Shares or other equity-related securities in the public market (or the perception that such sales may occur) could depress the market price of the Common Shares, and impair the Company’s ability to raise capital through the sale of additional equity securities. The Company cannot predict the effect that future sales of the Common Shares or other equity-related securities would have on the market price of the Common Shares.

Foreign investments and operations are subject to numerous risks associated with operating in foreign jurisdictions

The Company conducts its mining, development and exploration activities in Egypt. The Company’s foreign mining investments are subject to the risks normally associated with the conduct of business in foreign countries. The occurrence of one or more of these risks could have a material and adverse effect on the Company’s profitability or the viability of its affected foreign operations, which could have a material and adverse effect on the Company’s future cash flows, earnings, results of operations and financial condition.

Risks may include, among others, labour disputes, invalidation of governmental orders and permits, corruption, uncertain political and economic environments, sovereign risk, war (including in neighbouring states), civil disturbances and terrorist actions, arbitrary changes in laws or policies of particular countries, the failure of foreign parties to honour contractual relations, corruption, foreign taxation, delays in obtaining

Page 19 of 24

Aton Resources Inc. Management’s Discussion and Analysis Years ended December 31, 2022 and 2021

or the inability to obtain necessary governmental permits, opposition to mining from environmental or other non-governmental organizations, limitations on foreign ownership, limitations on the repatriation of earnings, limitations on gold or ore concentrate exports, instability due to economic under-development, inadequate infrastructure and increased financing costs. In addition, the enforcement by the Company of its legal rights to exploit its properties may not be recognized by the government of Egypt or by its court system. These risks may limit or disrupt the Company’s operations, restrict the movement of funds or result in the deprivation of contractual rights, revocation of mineral rights, or the taking of property by nationalization or expropriation without fair compensation.

The economy and political system of Egypt is currently stable but should be considered by investors to be less predictable than those in countries in which the majority of investors are likely to be resident. The possibility that the current, or a future, government may adopt substantially different policies, take arbitrary action which might restrict or halt exploration activities, halt production (if commenced), extend to the renationalization of private assets or the cancellation of contracts, the cancellation of mining and exploration rights and/or changes in taxation treatment cannot be ruled out, the happening of any of which could result in a material and adverse effect on the Company’s results of operations and financial condition.

External perceptions of Egypt with respect to political and economic instability and civil unrest may have an adverse effect on the market value of the Company’s shares or the ability of the Company to attract suppliers, contractors and skilled workers to its operations in Egypt, which could have an adverse impact on capital projects and on-going operations, which in turn could have a material and adverse effect on the Company’s business, results of operations, financial performance and prospects.

The Company depends on two mineral projects without a known body of commercial ore or reserves

The Abu Marawat deposit and the Hamama deposit in the Abu Marawat Concession are currently the Company’s only material properties, both of which are in the exploration stage without a known body of commercial ore or reserves. There is no certainty that the expenditures made by the Company towards the search and evaluation of these mineral deposits will result in discovery of commercial quantities of ore. Any adverse development affecting the progress of the Abu Marawat Concession or rights of the Company to develop the mining concession may have a material adverse effect on the Company’s objectives, financial condition and results of operations.

The Company’s title to mineral rights could be challenged

The acquisition and retention of title to mineral rights is a detailed and time consuming process. Title to, and the area of, mineral interests may be disputed or challenged. The Company’s right to explore for, mine, produce and sell gold from the Abu Marawat Concession is based on the Abu Marawat Concession Agreement which was declared into law on June 28, 2007 (the “Abu Marawat Concession Agreement”). Should the Company’s rights under the Abu Marawat Concession Agreement not be honoured or be unenforceable for any reason, or if any material term of the Abu Marawat Concession Agreement is unilaterally changed or not honoured, including the boundaries, the Company’s ability to explore and produce gold or associated minerals in the future would be materially and adversely affected, and this would have a material and adverse effect on the Company’s financial performance and results of operations.

The Company’s right to explore, develop, mine and sell gold and associated minerals under the Abu Marawat Concession Agreement may be terminated if the Egyptian government determines that the Company has submitted material false statements to the Egyptian government; that the Company has assigned any interest to any unrelated party without the written consent of the Egyptian government; that the Company has not complied with any final decisions reached as a result of provisions in the Abu Marawat Concession Agreement with respect to disputes and arbitration; that the Company has intentionally extracted any mineral other than gold and associated minerals authorized by the Abu Marawat Concession Agreement without the approval of the Egyptian government; or that the Company has committed any material breach of the Abu Marawat Concession Agreement. The Company cannot guarantee that the Egyptian government will not

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Aton Resources Inc. Management’s Discussion and Analysis Years ended December 31, 2022 and 2021

deem any of the above events to have happened, arbitrarily or not. Any claim of such events occurring could result in termination of the Abu Marawat Concession Agreement.

Under the Abu Marawat Concession Agreement, all land in the Abu Marawat Concession may become the property of the Egyptian Mineral Resources Authority (“EMRA”). Title to the fixed and movable assets are also required to be transferred by the Company to EMRA as soon as their costs are recovered by the Company. Should the relationship between EMRA and the Company break down, the Company will not have legal title to the land at the Abu Marawat Concession nor the fixed or movable assets, which could result in removal of Corporation personnel from the concession area and/or prevention from using the fixed and moveable assets, which could result in delays of operations.

Precious and base metal exploration projects may not be successful and are highly speculative in nature

The exploration for and development of precious and base metals involves significant risks which even a combination of careful evaluation, experience and knowledge cannot eliminate. While the discovery of a precious and base metal 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 mineral resources or reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. Whether a precious and base metal deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices which are highly cyclical; and government regulations, including regulations relating to the reduction or the elimination of diesel, fuel and energy subsidies, water access, prices, taxes, royalties, land tenure, land use, importing and exporting of precious metals 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 precious and base metal deposits will result in discoveries of commercial quantities of such metals.

Mining operations generally involve a high degree of risk

Mining exploration activities and operations are subject to all the hazards and risks normally encountered in the exploration for and development and production of precious metals, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding, variations in grade, deposit size, density and other geological problems, hydrological conditions, metallurgical and other processing problems, mechanical equipment performance problems, the unavailability of materials and equipment including fuel, labour force disruptions, unanticipated transportation costs, unanticipated regulatory changes, unanticipated or significant changes in the costs of supplies including, but not limited to, petroleum, and adverse weather conditions 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. Should any of these risks and hazards affect any of the Company’s proposed exploration activities it would have a material and adverse effect on the financial condition, results of operation, and cash flows of the Company.

The Company may experience regulatory, consent or permitting delays

The business of mineral exploration, project development, mining and processing is subject to various national and local laws and plans relating to: permitting and maintenance of title; environmental consents; taxation; employee relations; heritage / historic matters; health and safety; royalties; land acquisition; and other matters. There is a risk that the necessary permits, consents, authorizations and agreements to implement planned exploration, project development, or mining may not be obtained under conditions or

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Aton Resources Inc. Management’s Discussion and Analysis Years ended December 31, 2022 and 2021

within time frames that make such plans economic, that applicable laws, regulations or the governing authorities will change or that such changes will result in additional material expenditures or time delays.

The Company is an exploration-stage company without any current mineral resources or mineral reserves. Should the Company be successful in its exploration programs in identifying mineral resources or mineral resources and reserves, feasibility studies may be used to determine the economic viability of a deposit. Many factors are involved in the determination of the economic viability of a deposit including the achievement of satisfactory mineral reserve estimates (of which the Company currently has none), the level of estimated metallurgical recoveries, capital and operating cost estimates and the estimate of future gold prices. Capital and operating cost estimates are based upon many factors, including anticipated tonnage and grades of ore to be mined and processed, the configuration of the ore body, ground and mining conditions, expected recovery rates of the metals from the ore and anticipated environmental and regulatory compliance costs. Each of these factors involves uncertainties and as a result the Company cannot give assurance that its development or exploration projects will become operating mines. If a mine is developed, actual operating results may differ from those anticipated, thereby impacting on the economic viability of the project.

The Company’s properties are subject to environmental risks

Mining operations have inherent risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Laws and regulations involving the protection and remediation of the environment and the governmental policies for implementation of such laws and regulations are constantly changing and are generally becoming more restrictive. The Company cannot give any assurance that, notwithstanding its precautions, breaches of environmental laws (whether inadvertent or not) or environmental pollution will not materially and adversely affect the Company’s profitability, results of operations and financial condition.

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 on which the Company holds interests which are unknown to the Company at present and which have been caused by previous or existing owners or operators of the properties. Reclamation costs are uncertain and planned expenditures may differ from the actual expenditures required.

The Company relies on its management team and outside contractors, and the loss of one or more of these persons may adversely affect the Company

The success of the operations and activities of the Company is dependent to a significant extent on the efforts and abilities of its management and outside contractors. Investors must be willing to rely to a significant extent on management’s discretion and judgment, as well as the expertise and competence of outside contractors. The Company does not have in place formal programs for succession of management and training of management, nor does it hold key person insurance on these individuals. The loss of one or more of these key employees or contractors, if not replaced, could adversely affect the Company’s operations and financial condition.

The Company’s insurance coverage does not cover all of its potential losses, liabilities and damages related to its business and certain risks are uninsured or uninsurable

The Company’s business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes or slowdowns, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment or laws, 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 the Company’s properties or the properties of others, delays in development or mining, monetary losses and possible legal liability.

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Aton Resources Inc. Management’s Discussion and Analysis Years ended December 31, 2022 and 2021

Although the Company maintains insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance does not cover all the potential risks associated with its operations. The Company may also be unable to maintain insurance to cover certain risks at economically feasible premiums. Insurance coverage may not continue to 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 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 and results of operations.

Volatility in precious and base metal prices may affect the future production, profitability, financial position and financial condition of the Company

The development and success of the Abu Marawat Concession will be dependent on the future price of precious and base metals. These prices are subject to significant fluctuation and are affected by a number of factors which are beyond the control of the Company. Such factors include, but are not limited to, 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, and the political and economic conditions of major goldproducing countries throughout the world. The prices of precious and base metals have fluctuated widely in recent years, and future serious price declines could cause continued development of, and commercial production from, the Company’s properties to be impracticable or uneconomic. Depending on the prices of precious and base metals, projected cash flow from planned mining operations may not be sufficient and the Company could be forced to discontinue development and may lose its interest in, or may be forced to sell, some of its properties. Future production from the Company’s mining properties is dependent on prices of precious and base metals that are adequate to make these properties economically viable.

Substantial expenditures are required to establish mineral reserves

Substantial expenditures are required to establish mineral reserves. Although substantial benefits may be derived from the discovery of a major mineralised deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that the funds required for development can be obtained on a timely basis. The discovery of mineral deposits is dependent upon a number of factors. The commercial viability of a mineral deposit once discovered is also dependent upon a number of factors, some of which relate to particular attributes of the deposit, such as size, grade and proximity to infrastructure, and some of which are more general factors such as metal prices and government regulations, including environmental protection. Many of these factors are beyond the control of the Company. In addition, because of these risks, there is no certainty that the expenditures to be made by the Company on the exploration of the properties as described herein will result in the discovery of commercial quantities of ore.

Currency fluctuations may affect the costs that the Company incurs in its operations

The revenue from financing activities will be received in Canadian dollars while a significant portion of its operating expenses will be incurred in United States dollars, Egyptian pounds and other foreign currencies. From time to time, the Company will incur capital expenditures that are denominated in foreign currency. The depreciation of the Canadian currency as against the currencies that the Company operates with could materially and adversely affect the Company’s profitability, results of operation and financial position.

Conflicts of interest may affect certain directors and officers of the Company.

Senior officers and directors of the Company own or control approximately 10% of the outstanding Common Shares. Certain conflicts may arise between such individuals’ interests as members of the management team and their interests as shareholders. Such conflicts could arise, for example, with respect to the payment of

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Aton Resources Inc.

Management’s Discussion and Analysis Years ended December 31, 2022 and 2021

salaries and bonuses and similar matters. The Company’s directors and officers are subject to fiduciary obligations to act in the best interest of the Company.

Any of the risks and uncertainties described above and in the above-noted documents could have a material adverse effect on the Company’s business and financial condition and accordingly, should be carefully considered in evaluating the Company’s business.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheets arrangements.

APPROVAL

The Board of Directors of the Company has approved the disclosure contained in this MD&A.

ADDITIONAL INFORMATION

Additional information relating to the Company can be found on SEDAR at www.sedar.com.

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