Avventura Resources Ltd. — Management Reports 2024

Nov 28, 2024

Page 1 of 6

Avventura Resources Ltd. (formerly Horwood Exploration Corp.)

Management's Discussion and Analysis

For the three- and nine-month period ended September 30, 2024

SCOPE OF THIS MANAGEMENT'S DISCUSSION AND ANALYSIS AND NOTICE TO INVESTORS

This management's discussion and analysis of financial position and results of operations ("MD&A"), is prepared as of November 28, 2024, and complements the condensed interim financial statements of Avventura Resources Ltd., ("Avventura" or the "Company"), for the three- and nine-month period ended September 30, 2024 and 2023 and should be read in conjunction with the accompanying audited annual financial statements and related notes for the years ended on December 31, 2023 and 2022.

All financial information has been prepared in accordance with International Financial Reporting Standards ("IFRS") and all amounts are in Canadian dollars unless otherwise indicated. Additional information is provided in the Financial Statements.

The interim financial statements and the MD&A have been reviewed and approved by the Company's Board of Directors on November 28, 2024.

Unless otherwise indicated, the reporting currency for figures in this document is the Canadian dollar.

Forward-Looking Statements and Use of Estimates

Any statement contained in this report that does not constitute a historical fact may be deemed a forward-looking statement. Verbs such as "believe," "expect," "estimate" and other similar expressions, in addition to the negative forms of these terms or any variations thereof, appearing in this report generally indicate forward-looking statements. These forward-looking statements do not provide guarantees as to the future performance of Avventura Resources Ltd., and are subject to risks, both known and unknown, as well as uncertainties that may cause the outlook, profitability and actual results of Avventura Resources Ltd., to differ significantly from the profitability or future results stated or implied by these statements. Detailed information on risks and uncertainties is provided in the "Uncertainties and Principal Risk Factors" section of this MD&A.

In preparing Financial Statements in accordance with IFRS, management must exercise judgment when applying accounting policies and use assumptions and estimates that have an impact on the amounts of assets, liabilities, revenues and expenses reported and on the contingent liabilities and contingent assets information provided.

The main accounting judgments and estimates used by management and described in Note 3 of the audited financial statements are as follows:

• Going concern
• Exploration and evaluation assets
• Recognition of deferred tax assets and measurement of income tax expense

Because the use of assumptions and estimates is inherent to the financial reporting process, the actual results of items subject to assumptions and estimates may differ from these assumptions and estimates.

---

Page 2 of 6

CORPORATE PROFILE

Avventura Resources Ltd., formerly Horwood Exploration Corp. until its name changed on October 15, 2024, ("Avventura" or "the Company"), was incorporated under the Canada Business Corporations Act on April 27, 2022. The Company's registered address and principal place of business is located at 9285 203B Street, Langley, British Columbia, V1M 2L9.

The Company is a junior exploration company engaged in the exploration and development of the Horwood Property. The Company's future performance depends on, among other things, its ability to discover and develop ore reserves at commercially recoverable quantities, the prevailing market price of commodities it produces, the Company's ability to secure required financing, and in the event ore reserves are found in economically recoverable quantities, the Company's ability to secure operating and environmental permits to commence and maintain mining operations.

During the nine-month period ended September 30, 2024, the Company's activities included some exploration costs on the Horwood Property.

SELECTED FINANCIAL INFORMATION

Statement of financial position	September 30, 2024 $	December 31, 2023 $
Assets
Current assets	15,111	15,058
Exploration and evaluation assets	24,000	24,000
Total assets	39,111	39,058
Liabilities
Current liabilities	31,671	172,310
Shareholders' equity	7,440	(133,252)
Total liabilities and shareholders' equity	39,111	39,058

---

Page 3 of 6

Statement of loss and comprehensive loss	Three months ended September 30, 2024 $	Three months ended September 30, 2023 $	Nine months ended September 30, 2024 $	Nine months ended September 30, 2023 $
Net loss and comprehensive loss for the period	(17,407)	(51,151)	(34,739)	(181,609)
Loss per share – basic and diluted	(0.0015)	(0.005)	(0.0032)	(0.019)
Weighted average number of common shares outstanding – basic and diluted	11,500,303	9,690,000	10,899,071	9,356,630

RESULTS FROM OPERATIONS

Nine months ended September 30, 2024

The Company reported a net loss of $34,739 during the nine-month period ended September 30, 2024 ($181,609 in 2023). The main factors contributed to the net loss were exploration costs of $33,528, filing fees of $6,850 and professional fees of $13,040.

Professional fees consist of legal fees in connection with the initial public offering process and general corporate legal work.

LIQUIDITY AND CAPITAL RESOURCES

The Company reported a negative working capital of $16,560 and cash on hand of $13,257 as at September 30, 2024.

The Company's future capital requirements will depend upon many factors including, without limitation, the results of its exploration programs and commodity prices for precious metals. The Company has limited capital resources and has to rely upon the sale of equity securities for cash required for exploration and development purposes, for acquisitions and to fund the administration of the Company. Since the Company does not expect to generate any revenues from operations in the near future, it must continue to rely upon the sales of its equity and debt securities to raise capital, which would result in further dilution to the shareholders. There is no assurance that financing, whether debt or equity, will be available to the Company in the amount required by the Company at any particular time or for any period and that such financing can be obtained on terms satisfactory to the Company or at all. See "Risk Factors".

---

Page 4 of 6

SUMMARY OF QUATERLY RESULTS

	2024			2023				2022
	Q3	Q2	Q1	Q4	Q3	Q2	Q1	Q4
Revenue	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -
Net comprehensive income (loss)	17,407	(45,406)	(6,740)	(106,441)	(51,150)	(64,878)	(65,580)	(30,254)

OFF BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements as at September 30, 2024 or as at the date of this MD&A.

COMMITMENTS

On May 4, 2022, the Company signed an option agreement to acquire 100% interest in a property of 35 mining claims, 90 kilometers southwest of Timmins in the Sudbury District of Ontario at a price of $124,000 and 500,000 common shares of the Company. An initial payment of $24,000 was made during the period ended December 31, 2022. The remaining balance is due as follows:

• A payment $25,000 in cash and the issuance of 500,000 common shares of the Company on the date of the listing of the Company on the Canadian Securities Exchange ("CSE");
• A payment of $30,000 in cash on the first anniversary date of the listing of the Company on the CSE;
• A payment of $45,000 in cash on the second anniversary date of the listing of the Company on the CSE.

SHARE CAPITAL

As at September 30, 2024, the Company has 12,511,368 common shares issued and outstanding.

Movement in the Company's share capital are as follows:	Number of shares(1)	Amount $
Balance, January 1, 2023	4,900,000	128,988
Shares issued for cash - private placements	4,790,000	239,500
Balance, December 31, 2023	9,690,000	368,488
Shares issued for cash - private placements	2,000,000	100,000
Cost of issuance	-	(6,705)
Shares issued pursuant to a debt settlement	821,368	82,136
Balance, September 30, 2024	12,511,368	543,919

(1) After giving effect to the re-pricing completed on November 22, 2024

As at November 28, 2024, the Company has 12,511,368 common shares issued and outstanding.

---

On January 20, 2023, the Company closed the final tranche of a private placement of 1,750,000 flow-through units which comprise one flow-through share and ½ warrant at an agreed price of $0.05 per unit for gross proceeds of $87,500. Each whole warrant will entitle the holder to acquire one additional common share in the capital of the Company at a price of $0.05 per share, for a period of 24 months from the date the Units were issued.

On January 20, 2023, the Company closed the final tranche of a private placement of 600,000 non-flow-through units which comprise one common share and ½ warrant at an agreed price of $0.05 per unit for gross proceeds of $30,000. Each whole warrant will entitle the holder to acquire one additional common share in the capital of the Company at a price of $0.10 per share, for a period of 24 months from the date the Units were issued.

On January 20, 2023, the Company also closed a private placement of 2,440,000 non-flow-through units which comprise one common share and ½ warrant at an agreed price of $0.05 per unit for gross proceeds of $122,000. Each whole warrant will entitle the holder to acquire one additional common share in the capital of the Company at a price of $0.05 per share, for a period of 24 months from the date the Units were issued.

On April 8, 2024, the Company closed a private placement of 1,000,000 non-flow-through units which comprise one common share and one warrant at an agreed price of $0.05 per unit for gross proceeds of $50,000. Each whole warrant will entitle the holder to acquire one additional common share in the capital of the Company at a price of $0.10 per share, for a period of 36 months from the date the Units were issued.

On May 2, 2024, the Company closed a private placement of 1,000,000 non-flow-through units which comprise one common share and one warrant at an agreed price of $0.05 per unit for gross proceeds of $50,000. Each whole warrant will entitle the holder to acquire one additional common share in the capital of the Company at a price of $0.10 per share, for a period of 36 months from the date the Units were issued.

On September 27, 2024, the Company settled $82,136 of payables for legal services by the issuance of 821,368 common shares at a deemed price of $0.10 per common share.

RELATED PARTY TRANSACTIONS

	Three months ended September 30, 2024	Three months ended September 30, 2024	Nine months ended September 30, 2024	Nine months ended September 30, 2023
Consulting fees paid to a key management consultant	-	10,575	-	34,575
Legal fees paid to a legal firm in which a partner of the legal firm is the spouse of a Director of the Company	820	19,617	13,808	78,131
Professional fees for accounting services provided by the CFO	-	-	-	2,900

As at September 30, 2024, amounts due to related parties consist of $10,000 to the CFO, included as part of accounts payable and other liabilities.

Page 5 of 6

---

On September 27, 2024, the Company settled $82,136 of payables for legal fees to a legal firm controlled by the spouse of a Director of the Company by the issuance of 821,368 common shares at a deemed price of $0.10 per common share.

RISK AND UNCERTAINTIES

An investment in the common shares of the Company involves a high degree of risk and must be considered highly speculative due to the financial and operational risks inherent to the nature of the Company's business and the present stage of development of its properties. These risks may affect the Company's eventual profitability and level of operating cash flow.

Page 6 of 6