Bolt Metals Corp. — Management Reports 2024

Nov 30, 2024

BOLT METALS CORP.
MANAGEMENT'S DISCUSSION and ANALYSIS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

INTRODUCTION

This management’s discussion and analysis (“MD&A”) reports on the financial position and results of operations of Bolt Metals Corp. (the “Company” or “Bolt”) and was prepared and approved by the Board of Directors as at November 29, 2024 and should be read in conjunction with the condensed interim consolidated financial statements and notes thereto for the nine months ended September 30, 2024 and the audited consolidated financial statements and notes thereto for the year ended December 31, 2023. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). This MD&A is intended to assist the reader’s understanding of the Company and its operations, business, strategies, performance and future outlook from the perspective of management. All dollar figures included therein and in the following MD&A are quoted in Canadian dollars unless otherwise indicated. Additional information related to the Company, including its press releases and quarterly and annual reports, is available for view on SEDAR+ at www.sedarplus.ca.

This MD&A may contain management estimates of anticipated future trends, activities, or results; these are not a guarantee of future performance, since actual results may vary based on factors and variables outside of management’s control. Management is responsible for the preparation and integrity of the consolidated financial statements, including the maintenance of appropriate information systems, procedures and internal controls. Management is also responsible to ensure that information disclosed externally, including the consolidated financial statements and MD&A, is complete and reliable.

The Company’s Board of Directors follows recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders. The Board’s Audit Committee meets with management quarterly to review the consolidated financial statement results, including the MD&A, and to discuss other financial, operating and internal control matters. The Audit Committee receives a report from the independent auditors annually and is free to meet with them throughout the year.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this MD&A constitute “forward-looking statements”. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forward-looking statements in light of the risks set forth below and as detailed under RISKS AND UNCERTAINTIES in this MD&A.

Risk factors that could affect the Company’s future results include, but are not limited to, risks inherent in hydrocarbon exploration and development and production activities in general, volatility and sensitivity to market prices for oil and gas, changes in government regulation and policies including environmental regulations and reclamation requirements, receipt of required permits and approvals from governmental authorities, competition from other companies, ability to attract and retain skilled employees and contractors, changes in foreign currency exchange rates, and the outbreak of an epidemic or a pandemic, or other health crisis and the related global health emergency affecting workforce health and wellbeing. Further information regarding these and other factors which may cause results to differ materially from those projected in forward-looking statements are included in the Company’s filings with securities regulatory authorities. The Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities laws.

DESCRIPTION OF BUSINESS

The Company was incorporated under the laws of the Province of British Columbia and is a Canadian-based exploration company focused on the acquisition and development of copper and critical minerals deposits.

The Company’s head office is located at Suite 300 - Bellevue Centre, 235 - 15th Street, West Vancouver, BC, V7T 2X1 and its registered records office is located at Bentall 5, 550 Burrard Street, Suite 1008, Vancouver, BC, V6C 2B5. The Company is listed on the Canadian Securities Exchange (“CSE”) under the symbol BOLT, the OTCQB under the symbol PCRCF, and the Frankfurt Exchange under the symbol A3D8AK.

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BOLT METALS CORP.
MANAGEMENT'S DISCUSSION and ANALYSIS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

CORPORATE UPDATES

On September 1, 2024, Mr. Branden Haynes joined the Company as its President and Chief Executive Officer and was also appointed to its board of directors. Mr. Haynes, succeeds Mr. Ranjeet Sundher as President and CEO, following his resignation from all roles with the Company.

On September 6, 2024 the Company entered into an agreement, pursuant to which the Company may acquire (“Option”) a 100% ownership interest in and to the New Britain antimony and gold property in the Slocan Mining Division, BC, Canada New Britain Property. In order to exercise the Option and thereby acquire a 100% ownership interest in the Property, the Company would be required to make cash and share payments to the Vendor and incur exploration expenditures on the Property as follows:

• Cash payments of $5,000 within 5-business days of the Effective Date, $25,000 on the six-month anniversary of the Effective Date and $50,000 on each of the 1st and 2nd year anniversaries of the Effective Date;
• Share payments of 1,000,000 common shares on the 1st anniversary of the Effective Date and 2,000,000 common shares on the 2nd anniversary of the Effective Date;
• Exploration Expenditures of $100,000 prior to the 1st anniversary of the Effective Date and $200,000 prior to the 2nd anniversary date of the Effective Date

The Vendor maintains a 2% Net Smelter Returns Royalty of which the Company may purchase 1% for $1,000,000 at any time subsequent to its exercise of the Option.

On September 16, 2024 the Company acquired through staking an additional 1,542 hectares of mineral claims contiguous to the New Britain property. The expanded New Britain property is now a total 2,035 hectares.

On October 2, 2024, further to a letter of intent dated September 17, 2024, the Company entered into a definitive agreement which provides for the acquisition by the company by 1436060 B.C. Ltd., which holds a beneficial interest in the Switchback copper-silver property, located in the Omineca mining division of British Columbia, from the shareholders of 143 B.C. The Switchback copper-silver property is an exploration-stage property located 55 kilometres east of Terrace, B.C., through forest service roads. The property consists of eight contiguous mineral claims totalling 2,560 hectares, and is prospective for volcanic redbed copper and polymetallic copper-silver-lead-zinc deposits. Under the terms of the definitive agreement, the company issued an aggregate of 8,000,000 common shares in the company to the shareholders of 143 B.C. pro rata to their respective shareholdings in 143 B.C. The company also made a cash payment of $20,000 to 143 B.C.

On October 29, 2024 the Company closed a non-brokered private placement of units for gross proceeds of $544,500 through the sale of 2,722,500 units at a price of $0.20 per unit. Each unit is comprised of one common share in the capital of the Company and one transferable common share purchase warrant. Each warrant entitles the holder to acquire one common share at $0.375 for two (2) years from the date of issue. In connection with the private placement, the Company paid finder’s fees to certain qualified non-related parties totaling $5,320 and 26,600 broker warrants. The broker warrants are issued and exercisable under the same terms as the warrants.

Effective November 13, 2024 the Company completed a stock split, whereby the Company’s common shares were split on the basis of two (2) new shares for each one (1) old share. Each shareholder of record of the Company as of the close of business on the record date, November 13, 2024, received one additional share for each share held on such date. All share and per share amounts have been restated for the periods presented

MINERAL PROPERTIES

Soap Gulch Property (Montana, USA)

The road accessible Soap Gulch property lies within Silver Bow and Madison Counties, 32 kilometres south of Butte, Montana, the location of the world-renowned Butte copper mine. It is comprised of 216 Federal Unpatented Lode Claims and totals 4,320 acres.

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BOLT METALS CORP.
MANAGEMENT'S DISCUSSION and ANALYSIS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

MINERAL PROPERTIES (cont'd...)

Soap Gulch Property (Montana, USA) (cont'd...)

Property Highlights:
- Historic drill intercept; 11.7m of 1.2% copper, 0.20g/t gold and 0.04% cobalt
- 5,000m of preserved historic drill core never assayed for copper
- 20km gossanous zone trend of mineralization
- Comparable target is Teck’s long-lived Sullivan Mine
- Road accessible via interstate highway, 1 hour from major airport

More specifically, the Soap Gulch Property:
- is underlain by the important Proterozoic meta-sedimentary rocks. These rocks are of significance such that they are age equivalent to the important past producing Sullivan Mine in British Columbia which over its lifetime, from 1909-2001, produced 26 million tonnes of lead, zinc and silver concentrates. By the time the Sullivan Mine closed in 2001, it had become one of the largest underground mines in Canada with almost 500 kilometres of tunnels¹;
- has significant historic drill and trench results including up to; 4.7% copper, 19% zinc, 2.3 g/t gold, and 0.3% cobalt;
- has ease of access to the properties;
- is within a mining friendly jurisdiction;
- was previously held by major mining companies for long periods of time, and whom continue to express interest today; and
- has a number of significant geophysical anomalies identified in a 2018, 327-line kilometre, high resolution airborne geophysical survey.

Information regarding the Soap Gulch Property is based on the January 3, 2019, NI 43-101 Technical report for the Soap Gulch Property, Silver Bow County & Madison County, Montana, USA authored by Dean Besserer B.Sc., P. Geol. Until the original historical data has been recovered and/or archived drill core can be re-logged, photographed and sampled, the historic intercepts should not be relied upon. The company has not completed any quality assurance program or applied quality control measures to the historical data.

Switchback Property (B.C., Canada)

The Switchback property (the "Property"), located in the Omineca Mining Division of British Columbia, is an exploration stage property located 55 kilometres east of Terrace, British Columbia via forest service roads. The Property consists of eight contiguous mineral claims totalling 2,560 hectares and is prospective for volcanic redbed copper and polymetallic Cu – Ag – Pb – Zn deposits. Exploration to date, including mapping, sampling, and drilling has outlined significant anomalous areas and prospective targets. The property was the subject of a recent C$500,000 work program and a 43-101 technical report dated September 1, 2023.

Property Highlights:
- recent surface sampling returned 1,975 g/t silver (Ag), 17.01% copper (Cu) and 0.48 g/t Au
- high-grade surface showings never drilled; existing drill permit good to 2027
- significant road building and logging, provides for vehicle access to the entire property
- mineralized zones of massive to semi-massive sulphides
- geochemical target 1km by 3km in size

Surface sampling in 2020 was highlighted by select grab samples from a 2-5cm wide sulphide vein which returned assayed values of 1,975 g/t Ag and 11.86% Cu (577821mE 6028677mE 9N). Most recently, the maiden drill program completed in 2022, was highlighted by hole-3 (SS-22-03) which returned 20.8 g/t Ag, 1.5% Pb, and 3.6% Zn over 7 meters from 194m to 201m. The last sample of the hole returned 42.0 g/t Ag, 0.12 g/t Au, 3.26% Pb and 8.37% Zn from 200 – 201 metres and mineralization remains open¹.

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BOLT METALS CORP.
MANAGEMENT'S DISCUSSION and ANALYSIS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

MINERAL PROPERTIES (cont'd...)

Switchback Property (B.C., Canada) (cont'd...)

Table 1 – Collar Table Drillhole SS-22-03

Hole ID	UTM m E	UTM m N	Elevation (MASL)	Azimuth	Dig (deg)	Depth (m)
SS-22-03	578381	6027948	1124	90	-60	201

Information regarding the Switchback Property is based on an NI 43-101 Technical Report entitled “Technical Report on the Switchback Copper-Silver Property, Northwest, British Columbia, Canada”. The report was completed by Jeremy Hanson, P.Geo. with an effective date of October 11, 2024.

New Britain Property (B.C., Canada)

The New Britain antimony and gold Property comprises 493 hectares located approximately 40 kms north, north-west of Kaslo, BC in the Slocan Mining Division and is accessible by highway and forest service roads.

Property Highlights:

• Historic chip sample across 0.6 metre of vein material assayed 10.4% antimony, 9.7 g/t gold, 2358 grams per tonne silver (g/t), and 29.9% lead¹.
• Multiple indications of high-grade antimony occurrences in the area are associated with gold, silver, and lead values
• Road accessible and unexplored for antimony potential
• Application of state-of-the arts geophysics and geochemical surveys could efficiently advance the property to the drill stage
• Company friendly, results driven option terms

Development at New Britain in the early 1980s included extending a short adit excavated to evaluate a quartz vein within a 20-metre-wide shear zone that strikes north and dips subparallel to bedding. The rocks within the shear are altered to sericite schist. High silver, lead and antimony values occur with massive sulphides on the apex of drag-folds within the shear. Mineralization consists of galena and tetrahedrite within quartz-calcite veins. A chip sample across 0.6 metre of vein material assayed 10.4% antimony and 9.7 g/t gold, 2358 g/t silver, and 29.9% lead¹.

There are multiple antimony occurrences in the area, including the North Star prospect in the Goat Range Park, and the West Ridge prospect at Eagle Plains Resources’ Snowstorm property. Geological mapping and interpretation at Snowstorm indicates a southeast-northwest trend in geology and structure, interpreted to trend onto the New Britain property. The West Ridge prospect, located 4.7 km to the northwest of the New Britain property was developed in the late 1920’s, with a shallow shaft and a 150-metre adit. Assessment reports indicate mineralization of massive stibnite-galena in quartz veining assaying up to 16.1% antimony, 1.58% copper, 41.1% lead, and 1,539 g/t silver over a width of “at least 1 metre².

Mineralization on proximal properties and historical data is for informational purposes only and gives no assurance as to their reliability and relevance to possible future exploration programs at the property. The company has not completed any quality assurance program or applied quality control measures to the historical data.

¹ (BC Geological Survey - Assessment Report 8532; Donald W. Tully, P.Eng. for Paymaster Mines Inc.; September 15, 1980).
² (BC Geological Survey - Assessment Report 16433; C. Geoffrey Spearing, B.SC. (Eng) and John Ostler, M.Sc., P.Geol. for Ambergate Explorations Inc.; October 15, 1987); and
(BC Geological Survey – Assessment Report 18136; C. Geoffrey Spearing, B.SC. (Eng) and John Ostler, M.Sc., P.Geol. for Ambergate Explorations Inc.; November 1, 1988

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BOLT METALS CORP.
MANAGEMENT'S DISCUSSION and ANALYSIS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

MINERAL PROPERTIES (cont'd...)

Thundercloud South Property (Ontario, Canada)

The Thundercloud South Property (“Thundercloud”) is located in the central Wabigoon Greenstone belt in Western Ontario. The geological setting is analogous to the Abitibi belt in Eastern Ontario but area is much less explored. The belt contains numerous gold showings, several deposits and historic past producers including the Elora, Big Master Mine (1902-1943), Laurentian Mine (1906-1909), and the Goldlund & Goliath Deposit (Treasury Metals). Several large scale mining operations in the area include New Gold's Rainy River Mine (6.4 Million oz Au and 18.7 Million oz Ag), and Evolution Mining's Red Lake Gold Mine (9.25 Million oz Au) as well as several multi-million ounce gold reserves, defined at the Canadian Malartic Hammond Reef deposit (5.8 Million oz Au) by Agnico Eagle, and First Mining Gold's Springpole deposit (4.9 Million oz Au) as well as the Goliath Gold Complex held by Treasury Metals (2.1 Million oz Au & 3.52 Million oz Ag).

Thundercloud consists of 160 single cell claims totaling ~3364ha and is located 51km south southeast of Dryden, Ontario. The property is accessed by paved highway and a network of logging roads that intersect the property. The property is underlain by Mafic Metavolcanics with Gabbro and Quartz-Feldspar Porphyry with several north trending faults.

LIQUIDITY, FINANCIAL POSITION AND CAPITAL RESOURCES

The Company’s liquidity and capital resources are as follows:

	September 30,		December 31,
	2024		2023
Cash	$	246,567	$ 69,668
Receivables		39,261	24,030
Prepaid expenses		72,079	33,752
Share subscriptions receivable		100,000	-
Total current assets		457,907	127,450
Accounts payable and accrued liabilities		519,894	1,198,694
Deposit		337,870	331,168
Taxes payable		68,267	65,926
Total current liabilities		926,031	1,595,788
Working capital (deficiency)	$	(468,124)	$ (1,468,338)

During the nine months ended September 30, 2024, cash funded operating activities for $682,256 (2023 - $276,112). Operating activities included expenditures on the exploration of the Cyclops property of $5,609 (2023 - $76,998). The financing activities during the nine months ended September 30, 2024 consisted of net funds received of $891,787 (2023 - $248,037) from private placements. The investing activities during the nine months ended September 30, 2024 consisted of payments for exploration and evaluations assets of $32,632 (2023 - $nil). Proceeds of $100,000 and $422,250 were received subsequent to period end for share subscriptions receivable and from the exercise of 1,689,000 warrants, respectively.

At September 30, 2024, the Company had no source of operating cash flow, limited financial resources, and no assurance that additional funding would be available to it in order to remain a going concern. Additional funds will be required for the upcoming twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

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BOLT METALS CORP.
MANAGEMENT'S DISCUSSION and ANALYSIS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

SUMMARY OF QUARTERLY RESULTS

	September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023
Revenue	$	nil	$	nil	$	nil	$	nil
Loss from continuing operations	$	(535,706)	$	(369,679)	$	(141,186)	$	(153,961)
- per share (1)	$	(0.03)	$	(0.05)	$	(0.03)	$	(0.03)
Loss and comprehensive loss	$	(535,706)	$	(369,679)	$	(141,186)	$	(153,961)
- per share (1)	$	(0.03)	$	(0.05)	$	(0.03)	$	(0.03)
	September 30, 2023		June 30, 2023		March 31, 2023		December 31, 2022
Revenue	$	nil	$	nil	$	nil	$	nil
Loss from continuing operations	$	(173,360)	$	(119,535)	$	(145,053)	$	(212,019)
- per share (1)	$	(0.04)	$	(0.04)	$	(0.05)	$	(0.07)
Loss and comprehensive loss	$	(173,360)	$	(119,535)	$	(145,053)	$	(212,019)
- per share (1)	$	(0.04)	$	(0.04)	$	(0.05)	$	(0.07)

1. Fully diluted loss per share was not calculated as the effect was anti-dilutive.

RESULTS OF OPERATIONS

For the three and nine months ended September 30, 2024, significant expenditures are as follows:

Expenses	Explanation for Change
Consulting fees	During the three months ended September 30, 2024, the Company began looking for additional projects.
Professional fees	Professional fees increased in the current period as the Company incurred additional costs as it acquired additional projects. Fees were also higher as the Company settled accounts payable.
Property investigation costs	During the three months ended September 30, 2024, the Company incurred due diligence fees on its search for additional projects
Loss on settlement of accounts payable	The Company issued common shares for the settlement of accounts payable, which resulted in a loss on settlement.

RELATED PARTY TRANSACTIONS

The Company defines its directors and officers as its key management personnel. The Company entered into the following transactions with related parties during the nine months ended September 30, 2024:

a) Paid or accrued management fees of $5,000 to Branden Haynes, the President, CEO, and a director of the Company;
b) Paid or accrued management fees of $135,754 to Ranjeet Sundher or to a company controlled by Ranjeet Sundher, the previous President and CEO, and an ex-director of the Company;
c) Paid or accrued professional fees of $3,400 to William Page, the CFO and a director of the Company and
d) Paid or accrued professional fees of $45,000 to a company controlled by Steve Vanry, the previous CFO and an ex-director of the Company.

During the nine months ended September 30, 2024, the Company issued 5,228,812 common shares, valued at $1,098,051, to settle accounts payable, owed to directors and officers, of $847,953. At September 30, 2024, included in accounts payable and accrued liabilities are amounts owing to related parties of $187,994.

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BOLT METALS CORP.
MANAGEMENT'S DISCUSSION and ANALYSIS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

PROPOSED TRANSACTIONS

The Company has not entered into any proposed transactions.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

• Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
• Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
• Level 3 – Inputs that are not based on observable market data.

The Company’s financial instruments consist of cash, receivables, reclamation deposit, accounts payable and accrued liabilities, and deposit. The fair value of the financial instruments approximates their carrying values.

Financial risk factors

The Company is exposed to a variety of financial risks by virtue of its activities including currency, credit, interest rate, liquidity and price risk.

Credit risk

The Company is exposed to industry credit risks arising from its cash holdings, receivables, and deposit. The Company’s primary bank accounts are held with a major Canadian bank and funds are transferred to the subsidiary’s foreign bank accounts to cover expenditures as required, minimizing the risk to the Company. The Company’s primary receivable consists of goods and service tax receivable due from the Federal Government of Canada. Management believes that credit risk related to these amounts is nominal.

Liquidity risk

Liquidity risk is the risk that the Company will not have sufficient funds to meet its financial obligations when they are due. To manage liquidity risk, the Company reviews additional sources of capital and financing to continue its operations and discharge its commitments as they become due. The Company is subject to liquidity risk.

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 market price changes:

(a) Interest rate risk - this risk relates to the change in the borrowing rates of the Company. The Company is not exposed to interest rate risk as it does not have any significant financial instruments with interest rates, with the exception of cash. Interest earned on cash is based on prevailing bank account interest rates, which may fluctuate. A 10% change in interest rates would result in a nominal difference in interest income for the nine months ended September 30, 2024.

(b) Foreign currency risk - this risk relates to any changes in foreign currencies in which the Company transacts. The effect of a 10% change in foreign exchange rates would be approximately $61,000 for the nine months ended September 30, 2024.

(c) Price risk - this risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices in relation to its exploration and evaluation assets.

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BOLT METALS CORP.
MANAGEMENT'S DISCUSSION and ANALYSIS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

NEW ACCOUNTING STANDARDS, INTERPRETATIONS, AND AMENDMENTS

New accounting policies

The following amendments to existing standards have been adopted by the Company commencing January 1, 2024:

IAS 1, Presentation of Financial Statements

The amendments clarify the requirements for classifying liabilities as current or non-current. The amendments provide a more general approach to the classification of liabilities based on the contractual arrangements in place at the reporting date. The adoption of these amendments did not materially impact the condensed interim consolidated financial statements of the Company.

New standards, interpretations and amendments to existing standards not yet effective

A number of new standards and amendments to standards and interpretations have been issued by the IASB and are effective for annual periods beginning on or after January 1, 2025 which have not been applied in preparing the condensed interim consolidated financial statements as they are not yet effective. The standards and amendments to standards that would be applicable to the consolidated financial statements of the Company are the following:

IFRS 18, Presentation and Disclosure in Financial Statements

IFRS 18 will replace IAS 1; many of the existing principles in IAS 1 are retained, with limited changes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its operating profit or loss. The Company is currently assessing the impact of this new accounting standard on its financial statements.

RISKS AND UNCERTAINTIES

The Company's principal activity is mineral exploration and development. Companies in this industry are subject to many and varied kinds of risks, including but not limited to, environmental, fluctuating metal prices, social, political, financial and economics. Additionally, few exploration projects successfully achieve development due to factors that cannot be predicted or foreseen. While risk management cannot eliminate the impact of all potential risks, the Company strives to manage such risks to the extent possible and practicable. For a discussion of risks and uncertainties which are the most applicable to the Company, please refer to the Company's audited consolidated financial statements and related notes thereto and the annual MD&A for the year ended December 31, 2023.

CRITICAL ACCOUNTING ESTIMATES

The preparation of the condensed interim consolidated financial statements requires the Company to make estimates and assumptions concerning the future. The Company's management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.

Critical accounting estimates are estimates and assumptions made by management that may result in a material adjustment to the carrying amount of assets and liabilities within the next financial year and are, but are not limited to, the following:

Economic recoverability and probability of future economic benefits of exploration and evaluation assets

Management has determined that exploration, evaluation, and related costs incurred which were capitalized may have future economic benefits and may be economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefits including, geologic and other technical information, a history of conversion of mineral deposits with similar characteristics to its own properties to proven and probable mineral reserves, the quality and capacity of existing infrastructure facilities, evaluation of permitting and environmental issues and local support for the project.

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BOLT METALS CORP.
MANAGEMENT'S DISCUSSION and ANALYSIS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

CRITICAL ACCOUNTING ESTIMATES (cont'd...)

Valuation of share-based payments

The Company uses the Black-Scholes Option Pricing Model for valuation of share-based payments. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate, and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company’s earnings and equity reserves.

Determination of income taxes

Deferred tax assets and liabilities are determined based on differences between the financial statement carrying values of assets and liabilities and their respective income tax bases (“temporary differences”), and losses carried forward.

The determination of the ability of the Company to utilize tax loss carry-forwards to offset deferred tax liabilities requires management to exercise judgment and make certain assumptions about the future performance of the Company. Management is required to assess whether it is probable that the Company will benefit from these prior losses and other deferred tax assets. Changes in economic conditions, metal prices and other factors could result in revisions to the estimates of the benefits to be realized or the timing of utilizing the losses.

OUTSTANDING SHARE DATA

The following details the common shares, stock options, and warrants outstanding as of the date of this MD&A:

Common Shares	31,896,412
Stock Options	nil
Warrants	8,248,656

OTHER MD&A REQUIREMENTS

Additional information relating to the Company may be found on or in:

• SEDAR+ at www.sedarplus.ca;
• the Company’s condensed interim consolidated financial statements for the nine months ended September 30, 2024; and
• the Company’s audited consolidated financial statements for the year ended December 31, 2023.

This MD&A was approved by the Board of Directors of the Company effective November 29, 2024.

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