Bolt Metals Corp. — Management Reports 2025

May 1, 2025

BOLT METALS CORP.
MANAGEMENT'S DISCUSSION and ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 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 April 30, 2025 and should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended December 31, 2024 and 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 YEAR ENDED DECEMBER 31, 2024

CORPORATE UPDATES

The following updates are for the period December 1, 2024 to the date of this MD&A. For prior updates provided during fiscal 2024 see the Company’s profile at www.sedarplus.ca

Northwind Property Acquisition

On December 3, 2024, the Company entered into an agreement pursuant to which the Company may acquire an undivided 100-per-cent interest in the Northwind gold property. The Northwind property comprises a package of 53 claims, covering approximately 3,000 ha of ground, in the marginal zone of the Urban-Barry greenstone belt of the Abitibi geological subprovince of Quebec. (see “MINERAL PROPERTIES” for details)

To exercise the option and acquire a 100% ownership interest in the property, the Company is required to make the following cash and share payments:

• by issuing to the optionor 7,000,000 shares on closing (issued subsequent to December 31, 2024);
• making cash payments to the optionor of $50,000 on the 6, 12, 18 and 24 month anniversary of closing;
• incurring a minimum of $3,000,000 in exploration expenditures prior to the second anniversary of closing, including a firm commitment of $100,000 within six months of closing, which may, at the option of the company, be paid in cash to the optionor; and
• reserving a 3-per-cent net smelter return royalty in favour of the optionor

Flow Through Private Placement

On December 23, 2024 the Company closed a non-brokered private placement of Quebec flow-through shares. The company issued a total of 4,125,000 QFT shares at a price of 16 cents per share, raising aggregate gross proceeds of $660,000. The QFT shares will qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)). The gross proceeds from the offering will be used to incur Canadian exploration expenses that are flow-through mining expenditures (as such terms are defined in the Income Tax Act (Canada)) related to the company's Northwind property, Urban-Barry greenstone belt, Quebec. In connection with the offering, the company paid finders' fees to certain qualified non-related parties totalling $39,600 and 247,500 broker warrants. Each broker warrant entitles the holder to acquire one common share at 16 cents for two years from the date of issue in accordance with the policies of the Canadian Securities Exchange.

Debt Settlement

During February 2025 the Company settled outstanding debts owed to two arm's-length creditors totalling $163,898. Pursuant to the settlement agreements, the company issued an aggregate of 3,277,960 units at a deemed price of five cents per unit. Each unit consists of one common share of the company and one common share purchase warrant, with each warrant being exercisable for one common share for a period of two years, at a price of five cents.

Cyclops Property Sale

The Company’s wholly owned subsidiary, CPA is party to a conditional share sale and purchase agreement (“CSPA”) dated November 26, 2024 to sell all of the issued and outstanding shares of its subsidiary MHL, which indirectly holds a cancelled mining permit for the Cyclops property located in Depapre District, Jayapura Regency, Papua Province, Republic of Indonesia.

MHL is a private Hong Kong company holding 100% of the shares of TNM. TNM is a private Indonesia company which held the Operation Production Mining Permit for the Cyclops Project. On July 16, 2018, the Company, through MHL, acquired 65% of the issued and outstanding shares of TNM.

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BOLT METALS CORP.
MANAGEMENT'S DISCUSSION and ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024

Under the terms of the CSPA, the Company will receive US$250,000 as follows:

• US$50,000 within 5 days of signing of the CSPA (received);
• US$100,000 on closing (received, subsequent to December 31, 2024);
• US$100,000 subject to an escrow agreement, which upon certain post-closing conditions being met by the Company requires release of the funds to the Company; and
• Forgiveness of the refundable deposit of US$250,000 received by the Company in fiscal 2021.

The Company was previously party to two agreements whereby it had agreed to indirectly sell its interest in the Cyclops property (2021 and 2023), both which failed to close due to the fact that in February 2022, the government of Indonesia revoked the mining permit ("IUP") for the Cyclops property.

As at December 31, 2024, the Company has a reclamation deposit of $171,524 to cover potential work requirements on the Cyclops property. Recoverability of the deposit is unknown as the government of Indonesia controls the funds deposited by the Company.

DISCUSSION OF OPERATIONS

Mineral Property Commitments

The Company has committed to making certain cash payments to complete the acquisition of its mineral properties which will require the Company to complete additional financings which may in turn affect its future performance. These include:

Soap Gulch

• $25,000 cash payment on the later of: (i) five business days following any required regulatory approval of the option agreement; and (ii) the date that the purchaser receives satisfactory confirmation, acting reasonably, from:
• (a) a geologist, that certain drill core generated from historic drilling is accessible and capable of being sampled and explored; and
• (b) the U.S. Bureau of Land Management (USBLM), that approximately 121 additional lode mining claims, have been registered with the USBLM in favour of the vendor.
• Annual advanced royalty payments of US$50,000.

Switchback

• $100,000 in cash payments, including
• $5,000 upon the signing of the agreement (paid);
• $10,000 on or before November 7, 2024 (paid);
• $10,000 on or before December 7, 2024 (paid);
• $15,000 on or before February 7, 2025 (paid);
• $25,000 on or before the date which is the 1st anniversary of closing of the agreement; and
• $35,000 on or before the date which is the 2nd anniversary of closing of the agreement.

New Britain

• Cash payments of $5,000 within 5-business days of the Effective Date (paid);
• $25,000 on the six-month anniversary of the Effective Date (overdue);
• $50,000 on each of the 1st and 2nd year anniversaries 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.

Northwind

• $50,000 cash payments on the 6, 12, 18 and 24 month anniversary of closing; and
• a minimum of $3,000,000 in exploration expenditures prior to the second anniversary of closing including a firm commitment of $100,000 within 6-months of closing which may at the option of the Company be paid in cash to the Optionor.

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BOLT METALS CORP.
MANAGEMENT'S DISCUSSION and ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024

Should the Company be unable to complete sufficient additional financings, it may have to terminate one or more of the mineral property agreements listed above. As of the date of this MD&A the Company does not have sufficient working capital to fund the commitments listed above.

Use of Financing Proceeds Reconciliation

Private Placement	Stated use of proceeds	Actual use of proceeds	Impact
April 2024 private placement - net proceeds $321,000	Working capital purposes	Working capital	None
August 2024 private placement - net proceeds $760,000	Exploration expenditures, working capital and general corporate purposes	5% on exploration, 5% on property acquisition cash payments and 90% on general corporate purposes	Exploration to be funded in future financings which will likely result in dilution to Company’s share structure
October 2024 private placement - net proceeds $539,000	Exploration expenditures, working capital and general corporate purposes	15% on property acquisition cash payments and 85% on general corporate purposes	Exploration to be funded in future financings which will likely result in dilution to Company’s share structure
December 2024 flow- through private placement - net FT proceeds $660,000	Qualifying exploration expenditures on Northwind property	Funding phase-1 exploration at Northwind	Not applicable

Debt Settlements

During fiscal 2024, the Company completed debt settlements by issuing 5,228,812 common shares, valued at $1,098,051, to settle accounts payable of $847,953. Certain of the debt settlements were completed with non-arm’s length parties to the Company. The settlements resulted in a loss on settlement of $232,051 which resulted from the difference between the deemed value of the shares utilized in calculating the number of shares to be issued as compared to the Company’s share price on the date of issuance.

During February 2025, the Company completed an additional debt settlement to settle outstanding debts owed to two arm’s-length creditors totalling $163,898. Pursuant to the settlement agreements, the company issued an aggregate of 3,277,960 units at a deemed price of five cents per unit. Each unit consists of one common share of the company and one common share purchase warrant, with each warrant being exercisable for one common share for a period of two years, at a price of five cents.

The debt settlements completed in fiscal 2024 and 2025 including the deemed value of the shares issued relative to the then market price of the Company’s shares, were deemed by the board of directors of the company to be in the best interests of the company to preserve the company’s cash for working capital.

MINERAL PROPERTIES

Northwind

The Northwind property comprises a package of 53 claims, covering approximately 3,000 ha of ground, in the marginal zone of the Urban-Barry greenstone belt of the Abitibi geological subprovince of Quebec

The bedrock geology of the Northwind claims is dominated by east-west-striking packages of diorite, pegmatic granite and gneissic tonalite, with a lesser portion of basalt mapped in the northeastern quadrant. The claims are bound to the south by a volcano-sedimentary terrane that hosts several notable gold deposits (Windfall, Gladiator, Barry). To the northeast of the claim group, the Laberge Cu-Ni-PGM (copper, nickel and platinum group metal) occurrence is hosted within the ultramafic rocks that were intruded into the gneisses and diorites.

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BOLT METALS CORP.

MANAGEMENT'S DISCUSSION and ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024

Minimal work has been conducted on the Northwind claims and no historic mineral exploration work is documented prior to 1984. In 1984, a provincial input-electromagnetic survey highlighted several conductive areas, which were followed up shortly after by Noranda, which conducted trenching in the areas outlined in the survey but never investigated the source of the anomalies in the subsurface.

A heliborne geophysical survey in 2017 outlined six areas of overlapping magnetic highs and TDEM (time domain electromagnetic) anomalies. In 2019, ground-based total field magnetics and very-low-frequency electromagnetics were used to better outline these areas in the subsurface and help refine targets for follow-up work with diamond drilling. Prospecting and trenching in 2020 discovered up to five subparallel silicified shear zones in an enclave of basalt that is hosted in the northeast portion of the claim package, proximal to the Laberge Cu-Ni-PGM showing.

The Company intends to initiate a Phase-1 exploration program at Northwind, all aspects of which are anticipated to be conducted with human resources provided by a full-service, 3rd party contractor. The funding and execution of additional exploration subsequent to the Phase-1 program will be dependent on the results obtained in the Phase-1 program. If Phase-1 is deemed a success, the Company intends to raise additional equity for additional exploration. The Phase-1 program budget is anticipated to be as follows; 1) drilling, $460,000; 2) target generation, $200,000 including; geophysics, soil sampling, and data compilation

Soap Gulch Property (Montana, USA)

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

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;
• has 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;
• has a number of geophysical anomalies identified in a 2018, 327-line kilometre, high resolution airborne geophysical survey.

The Company's plan for the project includes re-logging and sampling of historical core; additional geophysics; complete compilation of all available data, development of drill targets; drill permitting; and drilling. None of the above steps have been initiated or related expenses incurred as the Company is awaiting access to the historical core which is anticipated in 2025.

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 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.

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BOLT METALS CORP.

MANAGEMENT'S DISCUSSION and ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024

Property Highlights:

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

The Company’s plan for the project includes additional mapping and sampling; development of drill targets; and drilling. The compilation of historical data and the commissioning of a 43-101 have been completed at a cost of $7,350. All other steps will not commence until spring/summer of 2025 when the project is free of snow.

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.

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.

The Company’s plan for the project includes reconnaissance; mapping and sampling; development of drill targets; drill permitting; and drilling.

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 YEAR ENDED DECEMBER 31, 2024

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).

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.

Historically, Canadian Nickel conducted mapping, sampling and drilling at Thundercloud but the Company is not in possession of historical expenditure records. The Company is not aware of any exploration or development on the property in the past two years.

The Company’s plan for the project includes reconnaissance; mapping and sampling; development of drill targets; drill permitting; and drilling.

LIQUIDITY, FINANCIAL POSITION AND CAPITAL RESOURCES

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

	December 31,		December 31,
	2024		2023
Cash	$	88,812	$ 69,668
Receivables		92,361	24,030
Prepaid expenses		69,875	33,752
Advances		660,000	-
Assets held for sale		174,430	-
Total current assets		1,085,478	127,450
Accounts payable and accrued liabilities		486,108	1,198,694
Deposit		361,089	331,168
Taxes payable		-	65,926
Flow through premium liability		247,500	-
Liabilities held for sale		147,787	-
Total current liabilities		1,242,484	1,595,788
Working capital (deficiency)	$	(157,006)	$ (1,468,338)

During the year ended December 31, 2024, cash funded operating activities for $2,443,036 (2023 - $331,836), which consisted primarily of consulting, marketing, professional fees and property investigation costs. The financing activities during the year ended December 31, 2024 consisted primarily of net funds received of $2,186,428 (2023 - $248,037) from private placements and $422,250 (2023 - $nil) from warrant exercises. The investing activities during the year ended December 31, 2024 consisted of payments for exploration and evaluations assets of $146,498 (2023 - $nil).

At December 31, 2024, the Company had negative working capital, 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.

The Company’s ability to maintain its mineral property holdings and fund general and administrative costs is dependent entirely on its ability to complete additional financings.

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BOLT METALS CORP.

MANAGEMENT'S DISCUSSION and ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024

Management is regularly seeking opportunities to connect with individuals and organizations that may be potential new sources of equity capital and during the fiscal year 2024 incurred significant expenditures in seeking to establish these relationships. The Company incurred marketing expenditures of $578,426 representing approximately 25% of its general and administrative costs during the year ended December 31, 2024. Details of the most marketing costs incurred during fiscal 2024 were as follows:

Provider	Beneficial Owner	Services Provided	Relationship to the Company	Fees
Wagner Media Group	Unknown	1. Investor relations Strategies
2. Development of operational performance metrics
3. Implement plans to present BOLT to the financial community
4. Engage third party services	Arms length, not a related party under IAS-24	$420,000.00
Cash
Fairfax Partners Inc.	Unknown	Parting Clouds Social Media Influencer Campaign	Arms length, not a related party under IAS-24	$15,750.00
Cash
Aktiencheck.de AG	Unknown	1. Standalone email marketing campaign distribution of the editorial write-ups to opt-in email-addresses of active investors.
2. Search Engine Marketing, Native Advertising, Big Data Targeting - Distribution of the editorial reports to active investors
3. Distribution of the editorial write-up via aktiencheck.de & others	Arms length, not a related party under IAS-24	$39,550.00
Cash
Walk the Street Capital	Unknown	Promotional marketing	Arms length, not a related party under IAS-24	€25,000.00
Cash

The Company has committed to making certain cash payments to complete the acquisition of its mineral properties which will require the Company to complete additional financings which may in turn affect its future performance. These include the following estimates by property for 2025:

Soap Gulch; $25,000 payment and advanced royalty payments
Switchback; $25,000 payment
New Britain; $75,000 payment and $100,000 exploration expenditure
Northwind; $100,000 cash payments and $100,000 exploration expenditure

During early 2025 the Company received US$100,000 on closing of the sale of its subsidiary MHL (indirectly owns Cyclops property) and is anticipating receiving the final payment of US$100,000 from escrow when certain outstanding conditions are met which is anticipated to be prior to June 30, 2025.

OFF-BALANCE SHEET ARRANGEMENTS

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

SELECTED ANNUAL INFORMATION

	December 31, 2024		December 31, 2023		December 31, 2022
Revenue	$	Nil	$	nil	$	nil
Income (loss) from continuing operations	$	(2,402,188)	$	(591,909)	$	(757,555)
- per share (1)	$	(0.17)	$	(0.31)	$	(0.51)
Income (loss) and comprehensive loss	$	(2,402,188)	$	(591,909)	$	(757,555)
- per share (1)	$	(0.17)	$	(0.31)	$	(0.51)
Total assets	$	2,198,498	$	293,092	$	383,226
Total non-current liabilities	$	nil	$	nil	$	nil

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

The Company's loss was significantly higher during fiscal 2024 than it was in either of fiscal 2023 or 2022 due primarily to a significant increase in corporate activity which was driven primarily by the closing of several private placements, five mineral property acquisitions and a significant marketing campaign, compared with the prior years when the Company was relatively inactive. Total assets also increased significantly compared with the prior fiscal periods due to the mineral property acquisitions.

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BOLT METALS CORP.
MANAGEMENT'S DISCUSSION and ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024

SUMMARY OF QUARTERLY RESULTS

	December 30, 2024		September 30, 2024		June 30, 2024		March 31, 2024
Revenue	$	nil	$	nil	$	nil	$	nil
Loss from continuing operations	$	(1,355,617)	$	(535,706)	$	(369,679)	$	(141,186)
- per share (1)	$	(0.05)	$	(0.03)	$	(0.05)	$	(0.03)
Loss and comprehensive loss	$	(1,355,617)	$	(535,706)	$	(369,679)	$	(141,186)
- per share (1)	$	(0.05)	$	(0.03)	$	(0.05)	$	(0.03)
	December 31, 2023		September 30, 2023		June 30, 2023		March 31, 2023
Revenue	$	nil	$	nil	$	nil	$	nil
Loss from continuing operations	$	(153,961)	$	(173,360)	$	(119,535)	$	(145,053)
- per share (1)	$	(0.03)	$	(0.04)	$	(0.04)	$	(0.05)
Loss and comprehensive loss	$	(153,961)	$	(173,360)	$	(119,535)	$	(145,053)
- per share (1)	$	(0.03)	$	(0.04)	$	(0.04)	$	(0.05)

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

RESULTS OF OPERATIONS

For the year ended December 30, 2024, significant expenditures are as follows:

Expenses	Explanation for Change
Consulting fees	Commencing in September 2024, the Company utilized considerable resources for the services of various consultants to guide Company strategy and assist in securing potential financing.
Marketing costs	The Company invested significantly in attracting new investors during 2024 compared with $nil in 2023 (see Liquidity, Financial Position and Capital Resources for details)
Professional fees	Professional fees increased in the current period as the Company incurred additional legal and accounting costs in connection with the multiple financing and acquisitions activities in undertook. Fees were also higher as the Company settled accounts payable.
Property investigation costs	During the year ended December 31, 2024, the Company incurred due diligence fees on its search for additional projects
Share-based payments	During fiscal 2024 the Company issued 2,300,000 options vs nil in 2023. Many of the options vested in fiscal 2024 resulting in the Company realizing significant share-based expenses.
Loss on settlement of accounts payable	The Company issued common shares for the settlement of accounts payable, which resulted in a loss on settlement.

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BOLT METALS CORP.
MANAGEMENT'S DISCUSSION and ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024

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 years ended December 31, 2024 and 2023:

	For the year ended December 31, 2024	For the year ended December 31, 2023
Consulting fees	$ -	$ 4,500
Management fees	156,254	202,727
Professional fees	53,400	87,000
Share based payments	19,729	-
	$ 229,383	$ 294,227

a) Paid or accrued management fees of $20,500 and prepaid management fees of $5,000 to Branden Haynes, the President, CEO, and a director of the Company. The business purpose of such payment was to retain the services of a CEO/director and is based on monthly invoices provided per a consulting agreement with a term ending September 1, 2025. The agreement contains no termination provisions;

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. The business purpose of such payments was to retain services of a CEO/director. Mr. Sundher’s tenure as CEO/director ended September 1, 2024. The Company paid consulting fees to a company controlled by Ranjeet Sundher thereafter based on a month-to-month consulting agreement to assist in transition of the CEO role. The agreement contains no termination provisions;

c) Paid or accrued professional fees of $8,400 to William Page, the CFO and a director of the Company. The business purpose of such payment was to retain the services of a CFO/Director. The compensation was based on an informal agreement with the Company;

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. The business purpose of such payments was to retain services of a CFO/director. Mr. Vanry’s tenure as CFO/director ended June 18, 2024. The Company paid consulting fees to a company controlled by Steve Vanry thereafter based on a month-to-month consulting agreement to assist in transition to new CFO and ongoing consulting. The agreement contains no termination provisions.

During the year ended December 31, 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. As at December 31, 2024, included in accounts payable and accrued liabilities are amounts owing to directors and officers of $10,575 (December 31, 2023 - $909,775) as well as US$114,614 ($164,715) owing to a company controlled by Ranjeet Sundher, the previous President and CEO.

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.

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BOLT METALS CORP.
MANAGEMENT'S DISCUSSION and ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024

The Company’s financial instruments consist of cash, receivables, advances, reclamation deposit, accounts payable and accrued liabilities, and deposit. The fair value of these 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 year ended December 31, 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 $71,000 for the year ended December 31, 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.

NEW ACCOUNTING STANDARDS, INTERPRETATIONS, AND AMENDMENTS

New accounting policies

Accounting standards issued but not yet adopted

At the date of approval of these consolidated financial statements a number of standards and interpretations have been issued, which are not yet effective. The Company considers these new standards and interpretations are either not applicable to the Company’s operations or are not expected to have a material impact on the Company’s consolidated financial statements. In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements. This standard aims to improve the consistency and clarity of financial statement presentation and disclosures by providing updated guidance on the structure and content of financial statements. Key changes include enhanced requirements for the presentation of financial performance, financial position, and cash flows, as well as additional disclosures to improve transparency and comparability. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027. The Company is currently assessing the impact that the adoption of IFRS 18 will have on its consolidated financial statements.

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BOLT METALS CORP.
MANAGEMENT'S DISCUSSION and ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024

New accounting policies adopted

Disclosure of accounting policies - amendments to IAS 1

Amendments to IAS 1 Presentation of Financial Statements clarify how to classify debt and other liabilities as current or non-current. The amendments help to determine whether, in the statement of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or noncurrent. The amendments also include clarifying the classification requirements for debt an entity might settle by converting it into equity. The adoption of these amendments did not materially impact these consolidated 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.

The risks and uncertainties described in this section are considered by management to be the most important in the context of the Company’s business. The risks and uncertainties below are not listed in order of importance nor are they inclusive of all the risks and uncertainties the Company may be subject to as other risks may apply: the risks associated with geological exploration and development; changes in law, geopolitical change; permits for exploration and development of the Company’s projects cannot be renewed on terms satisfactory to the Company and other land title permitting and licensing risks; infrastructure; inflation; governmental regulation; environmental hazards and insurance; uninsured risks; competition; currency fluctuations; labour and employment; joint ventures; and contract repudiation.

The Company may be unable to raise the capital necessary for it to execute its strategy on favourable terms or at all.

The Company will require additional financing to advance exploration programs at its properties. Additional funds may not be available when the Company needs them, on terms that are acceptable, or at all. If adequate funds are not available to the Company on a timely basis, it may be unable to proceed with future exploration and development of its properties or with other exploration, development or acquisition of property interests to carry out its business plan, as desired, which could materially affect the Company’s business, results of operations, financial condition and prospects.

The Company has a history of losses and may not be able to generate sufficient revenue to be profitable or to generate positive cash flow on a sustained basis.

The Company has no history of revenue or earnings from operations. The Company is an exploration stage company and no cash flow or operating revenues are anticipated until one of the Company’s projects comes into production, which may or may not occur. As such, the Company has had negative cash flow since the date of its incorporation and is subject to many risks common to such enterprises, including undercapitalization, cash shortages, limitations with respect to personnel, financial and other resources, and lack of revenues. The Company expects to continue to expend financial and other resources on exploration and development of its properties. These investments may not result in revenue or growth in the business. If the Company cannot eventually earn revenue at a rate that exceeds the costs associated with its business, it will not be able to achieve or sustain profitability or generate positive cash flow on a sustained basis and its revenue growth rate may decline. There is no assurance that an investor will be successful in achieving a return on an investment in the Common Shares of the Company and the likelihood of success must be considered in light of its early stage of development. If the Company fails to eventually earn revenue, its business, results of operations, financial condition and prospects could be materially adversely affected.

No History of Dividends

Since incorporation, the Company has not paid any cash or other dividends on its common stock and does not expect to pay such dividends in the foreseeable future, as all available funds will be utilized to acquire and finance a new business. The Company will need to achieve profitability prior to any dividends being declared.

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BOLT METALS CORP.

MANAGEMENT'S DISCUSSION and ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024

Dilution

The Company does not generate any revenues and does not have sufficient financial resources to undertake by itself significant expenditures. The Company has limited financial resources and has financed its operations primarily through the sale of securities such as common shares. The Company will need to continue its reliance on the sale of such securities for future financing, resulting in dilution to the Company’s existing shareholders.

The amount of additional funds required will depend largely on the success of the Company’s business undertakings.

Further expenditures will depend on the Company’s ability to obtain additional financing which may not be available under favourable terms, if at all.

Capital and Liquidity Risk

The amount of financial resources available to invest for the enhancement of shareholder value is dependent upon the size of the treasury, profitable operations, and willingness to utilize debt and issue equity. Due to the size of the Company, financial resources are limited and if the Company exceeds growth expectations or finds investment opportunities it may require debt or equity financing. There is no assurance that the Company will be able to obtain additional financial resources that may be required to successfully finance transactions or compete in its markets on favourable commercial terms.

There is no assurance that the Company’s exploration and development programs and properties will result in the discovery, development or production of a commercially viable ore body or develop new resources.

The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. At this time the Company does not have any properties with mineral resources. The economics of developing nickel, cobalt and other mineral properties are affected by many factors including capital and operating costs, variations of the tonnage and grade of ore mined, fluctuating mineral markets, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. Depending on the prices of gold, copper, zinc or other minerals produced, the Company may determine that it is impractical to commence or continue exploration and development. Substantial expenditures are required to discover an ore-body, to establish reserves, to identify the appropriate metallurgical processes to extract metal from ore, and to develop the mining and processing facilities and infrastructure. The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond the Company’s control and which cannot be accurately foreseen or predicted, such as market fluctuations, conditions for base and precious metals, the proximity and capacity of milling and smelting facilities, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting minerals, and environmental protection. In order to commence exploitation of certain properties presently held under exploration concessions, it is necessary for the Company to apply for an exploitation concession. There can be no guarantee that such a concession will be granted. Unsuccessful exploration or development programs could have a material adverse impact on the Company’s operations and profitability.

Historical estimates are based on interpretations and assumptions that may not be accurate.

There are numerous uncertainties inherent in historical estimates, including many factors beyond the Company’s control. In making determinations about whether to advance a project to development, historical estimates of mineralization must be considered as estimates only. These estimates are imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling which may prove to be unreliable. Historical estimates or other mineralization estimates may not be accurate.

Any material changes in estimates and grades of mineralization will affect the economic viability of placing a property into production and a property’s return on capital. Estimates have been determined and valued based on assumed future prices, cut-off grades and operating costs that may prove to be inaccurate. Extended declines in market prices for gold, copper, zinc and other minerals may render portions of the Company’s resources uneconomic.

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BOLT METALS CORP.

MANAGEMENT'S DISCUSSION and ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024

The Company’s operations are subject to extensive environmental, health and safety regulations.

The Company’s operations are subject to extensive laws and regulations governing environmental protection and employee health and safety promulgated by governments and government agencies. Environmental regulation provides for restrictions on, and the prohibition of, spills and the release and emission of various substances related to mining industry operations which could result in environmental pollution.

Environmental laws and regulations are complex and have become more stringent over time. The Company is required to obtain governmental permits and in some instances air, water quality, waste disposal, hazardous substances and mine reclamation permits. Failure to comply with applicable environmental and health and safety laws may result in injunctions, damages, suspension or revocation of permits and imposition of penalties. Environmental regulation is evolving in a manner resulting in stricter standards and the enforcement of, and fines and penalties for, non-compliance are becoming more stringent. In addition, certain types of operations require environmental impact assessments. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees.

Climate change regulations may become more onerous over time as governments implement policies to further reduce carbon emissions, including the implementation of taxation regimes based on aggregate carbon emissions. Some of the costs associated with reducing emissions can be offset by increased energy efficiency and technological innovation. However, the cost of compliance with environmental regulation and changes in environmental regulation have the potential to result in increased cost of operations, reducing the profitability of the Company’s operations.

The Company intends to, and attempts to, fully comply with all applicable environmental regulations. While the health and safety of its people and responsible environmental stewardship are top priorities for the Company, there can be no assurance that the Company has been or will be at all times in complete compliance with such laws, regulations and permits, or that the costs of complying with current and future environmental and health and safety laws and permits will not materially and adversely affect the Company’s business, results of operations or financial condition.

The Company’s future success depends on its relationships with the communities in which it operates.

The Company’s relationships with the communities in which the Company operates are critical to ensuring the future success of existing operations and the construction and development of future projects. There is an increasing level of public interest worldwide relating to the perceived effect of mining activities on the environment and on communities impacted by such activities. Certain non-governmental organizations (“NGOs”), some of which oppose globalization and resource development, are often vocal critics and attempt to interfere with the mining industry and its practices. Adverse publicity generated by such NGOs or others related to extractive industries generally, or their operations specifically, could have an adverse effect on the Company’s reputation or financial condition and may impact the Company’s relationship with the communities in which it operates. While the Company believes that it operates in a socially responsible manner, there is no guarantee that the Company’s efforts in this respect will mitigate this potential risk.

The Company may not be able to complete acquisitions it pursues and any completed acquisitions or business arrangements may ultimately not benefit its business.

As part of the Company’s business strategy, it has sought and will continue to seek new mining and development opportunities in the mining industry. In pursuit of such opportunities, it may fail to select appropriate acquisition candidates, negotiate appropriate acquisition terms, conduct sufficient due diligence to determine all related liabilities or to negotiate favourable financing terms. The Company may encounter difficulties in transitioning the business, including issues with the integration of the acquired businesses or its personnel into the Company. The Company cannot assure that it can complete any acquisition or business arrangement that it pursues, or is pursuing, on favourable terms, or that any acquisitions or business arrangements completed will ultimately benefit its business.

The mining industry is very competitive.

The Company competes with other exploration and production companies, many of which are better capitalized, have greater financial resources, operational experience and technical capabilities, or are further advanced in their development or are significantly larger and have access to greater mineral resources than the Company, for the acquisition of mineral claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees and other personnel. If

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BOLT METALS CORP.

MANAGEMENT'S DISCUSSION and ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024

the Company is unsuccessful in acquiring additional mineral properties or qualified personnel, it may not be able to grow at the rate it desires, or at all.

The Company’s competitors may be able to devote greater resources to the expansion and efficiency of their operations or respond more quickly to new laws and regulations or emerging technologies than the Company. The Company may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on the Company’s business, financial condition or results of operations.

The Company is subject to government regulation and failure to comply could have an adverse effect on the Company’s operations.

The Company’s operations, exploration and development activities are subject to extensive foreign federal, state and local laws and regulations governing such matters as environmental protection, management and use of toxic substances and explosives, management of natural resources, health, exploration and development of mines, production and post-closure reclamation, safety and labour, mining law reform, price controls, import and export laws, taxation, maintenance of claims, tenure, government royalties and expropriation of property. There is no assurance that future changes in such regulation, if any, will not adversely affect the Company’s operations. The activities of the Company require licenses and permits from various governmental authorities.

The costs associated with compliance with these laws and regulations are substantial and possible future laws and regulations, changes to existing laws and regulations and more stringent enforcement of current laws and regulations by governmental authorities could cause additional expenses, capital expenditures, restrictions on or suspensions of the Company’s operations and delays in the development of its properties. Moreover, these laws and regulations may allow governmental authorities and private parties to bring lawsuits based upon damages to property and injury to persons resulting from the environmental, health and safety practices of the Company’s past and current operations, or possibly even those actions of parties from whom the Company acquired its mines or properties, and could lead to the imposition of substantial fines, penalties or other civil or criminal sanctions. The Company retains competent and well-trained individuals and consultants in jurisdictions in which it does business; however, even with the application of considerable skill, the Company may inadvertently fail to comply with certain laws. Such events can lead to financial restatements, fines, penalties, and other material negative impacts on the Company.

The Company may not be successful in obtaining and renewing government permits.

In the ordinary course of business, the Company is required to obtain and renew government permits for the operation and expansion of existing operations or for the development, construction and commencement of new operations. Obtaining or renewing the necessary governmental permits is a complex and time-consuming process involving numerous jurisdictions and possibly involving public hearings and costly undertakings on the Company’s part. The duration and success of the Company’s efforts to obtain and renew permits are contingent upon many variables not within its control, including the interpretation of applicable requirements implemented by the permitting authority. The Company may not be able to obtain or renew permits that are necessary to its operations, or the cost to obtain or renew permits may exceed what the Company believes it can recover from a given property once in production. Any unexpected delays or costs associated with the permitting process could delay the development or impede the operation of a mine, which could adversely impact the Company’s operations and profitability.

The Company’s exploration activities are subject to foreign currency exchange fluctuations which could result in foreign exchange losses.

Exploration activities in Canada and the U.S. are subject to foreign currency exchange fluctuations. The Company raises its funds through equity issues, which are priced in Canadian dollars, and some of the exploration costs of the Company are denominated in United States dollars. The Company may suffer losses due to adverse foreign currency fluctuations.

Loss of key personnel could materially affect the Company’s operations and financial condition.

The Company depends on the business and technical expertise of a number of key personnel, including its directors and executive officers and key personnel working full-time in management and administrative capacities or as consultants. The number of persons skilled in the acquisition, exploration and development of mining properties is limited and competition for such persons is intense. As the Company’s exploration and development activities expand, it will require additional key

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BOLT METALS CORP.
MANAGEMENT'S DISCUSSION and ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024

personnel. The Company does not maintain life insurance for such personnel. The loss of any key personnel, or the failure to retain such personnel, could have a material adverse effect on the Company’s future operations and financial condition.

The Company may be subject to potential conflicts of interest with its directors and/or officers.

The directors and officers of the Company may serve as directors and/or officers of other public and private companies, and may devote a portion of their time to manage other business interests. This may result in certain conflicts of interest.

To the extent that such other companies may participate in ventures in which the Company is also participating, such directors and officers of the Company may have a conflict of interest. The laws of British Columbia, Canada, require the directors and officers to act honestly, in good faith, and in the best interests of the Company and its shareholders. However, in conflict-of-interest situations, directors and officers of the Company may owe the same duty to another company and will need to balance the competing obligations and liabilities of their actions.

Security breaches of the Company’s information systems could adversely affect the Company.

The Company’s operations depend, in part, upon information technology systems. The Company’s information technology systems are subject to disruption, damage or failure from a number of sources, including, but not limited to, hacking, computer viruses, security breaches, natural disasters, power loss, vandalism, theft and defects in design. Any of these and other events could result in information technology systems failures, operational delays, production downtimes, destruction or corruption of data, security breaches or other manipulation or improper use of our data, systems and networks, any of which could have adverse effects on our reputation, business, results of operations, financial condition and share price.

The Company’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect our systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, then actual results may vary materially from those described on any forward-looking statement.

CRITICAL ACCOUNTING ESTIMATES

The preparation of these 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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Page 17

BOLT METALS CORP.
MANAGEMENT'S DISCUSSION and ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024

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	46,299,372
Stock Options	2,300,000
Warrants	11,156,316

OTHER MD&A REQUIREMENTS

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

• SEDAR+ at www.sedarplus.ca;
• the Company's audited consolidated financial statements for the year ended December 31, 2024 and 2023.

This MD&A was approved by the Board of Directors of the Company effective April 30, 2025.