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Bonterra Resources Inc. Management Reports 2025
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Management Reports
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BONTERRA
REPORT FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2025 MANAGEMENT DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS
FORWARD-LOOKING INFORMATION AND MATERIAL ASSUMPTIONS
This report on results for the three and nine month period ended September 30, 2025 contains forward-looking information, including forward-looking information about Bonterra Resources Inc.'s (the "Company" or "Bonterra") operations, estimates, and exploration and acquisition spending.
Forward-looking information is generally signified by words such as "forecast", "projected", "expect", "anticipate", "believe", "will", "should" and similar expressions. This forward-looking information is based on assumptions that the Company believes were reasonable at the time such information was prepared, but assurance cannot be given that these assumptions will prove to be correct, and the forward-looking information in this report should not be unduly relied upon. The forward-looking information and the Company's assumptions are subject to uncertainties and risks and are based on a number of assumptions made by the Company, any of which may prove to be incorrect.
GENERAL
This Management Discussion and Analysis – Quarterly Highlights ("Quarterly Highlights") of the financial condition, results of operations and cash flows of the Company for the three and nine month period ended September 30, 2025 should be read in conjunction with the condensed interim financial statements as at and for the three and nine month period ended September 30, 2025, and 2024. This Quarterly Highlight is effective November 19, 2025. Additional information relating to the Company is available on SEDAR+ at www.sedarplus.com.
The Company has prepared its condensed interim consolidated financial statements for the three and nine month period ended September 30, 2025, and 2024 in Canadian dollars and in accordance with IFRS Accounting Standards ("IFRS"), as issued by the International Accounting Standards Board.
External auditors, appointed by the shareholders, have not audited or reviewed the condensed interim consolidated financial statements for the three and nine month period ending September 30, 2025, and 2024 and did not perform the tests deemed necessary to enable them to express an opinion on these condensed interim consolidated financial statements.
DESCRIPTION OF BUSINESS
The Company was incorporated under the laws of the province of British Columbia on May 1, 2007. The Company's common shares are traded on the TSX Venture Exchange ("TSX-V") under the symbol "BTR". The Company's shares also trade on the OTC Exchange in the United States under the symbol "BONXF" and on the Frankfurt Stock Exchange under the symbol "9BR2". The Company is a junior mineral exploration company engaged in the business of acquiring, exploring, and evaluating natural resource properties in the province of Québec.
RECENT COMPANY HIGHLIGHTS
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On October 16, the Company provided updates on its 2025 exploration diamond drill program at Desmaraisville South property. Diamond drilling began in early July 2025, with one drill rig currently active on site. To date, 22 diamond drill holes totaling 5,658 meters ("m") have been completed and the discovery of the extension of the mineralized Hewfran Zone was announced. Other drill results were published, notably at Mistik 13 and le Sueur drill targets.
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On August 28th, Bonterra provided exploration updates Desmaraisville South and at the Phoenix JV Projects. At Desmaraisville South, the 2025 drill campaign is ongoing at Hewfran and Mistik targets. At Phoenix JV ("Phoenix" or the "Project"), the exploration program began in May 2025 and includes two gravimetric surveys—one airborne and one ground-based—as well as field activities such as B-horizon soil sampling, prospecting, mapping of outcrops, and reviewing historical trenches. The airborne gravimetric survey is now completed. The ground survey might resume once the airborne data has been compiled and analyzed. Prospecting activities to date have focused on the Gladiator SW outcrops, Titan target, and areas near Lac-aux-Loutres. Mapping work will continue at Panache target. B-horizon soil samples were also collected at those targets.
BONTERRA
REPORT FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2025 MANAGEMENT DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS
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The drilling campaign is going to start with one drill rig on the Duke NE target, and Gold Fields plans to deploy up to three drill rigs for a total of 15,000 m of drilling this year. Several targets will be tested including the Gladiator NE and Titan targets along the Barry shear zone.
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On July 9, 2025, Bonterra announced 2025 exploration plans for Desmaraisville South Project. The Company plans to drill 10,000 to 12,000 m near the Bachelor Mill Complex, including the Mistik 13, Hewfran and other targets, including a predominantly base metals target and VRIFY's AI generated targets. Field work will be carried out, focusing on mapping, soil and rock geochemical sampling as well.
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On July 2, 2025, Bonterra provided exploration updates at the Project with Gold Fields Limited ("Gold Fields"). Gold Fields is currently preparing a 15,000 m drill program, with final target selection subject to internal review and prioritization. Several promising targets have already been identified, based on historical gold showings, previous drill results, and geophysical survey data. Gold Fields intends to deploy three drill rigs, primarily focused along the Barry Shear Zone at the Gladiator NE and Titan targets. The program will also explore additional areas including Duke NE, Chanceux, the Tourmaline Ridge Extension, Rouleau Till, and Cominco. Some of these targets exhibit multiple mineralized indicators, several of which show economically significant values. Additionally, field work combined with a gravity airborne survey is ongoing. The 2025 exploration program will generate new targets once the results are analyzed later this year. To date, over 65,000 m have been drilled, with approximately $22 million invested in the Project under the JV Agreement (the "Agreement").
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On June 30, 2025, the Company closed a private placement for gross proceeds of $10,500,000. The Company issued (i) 22,727,272 units of the Company (each, a "Unit") at a price of $0.22 per Unit for gross proceeds of $5,000,000, (ii) 14,583,333 flow-through units ("FT Unit") of the Company to purchasers at a price of $0.24 per FT Unit for gross proceeds of $3,500,000, and (iii) 6,577,377 premium flow-through units ("Premium FT Unit") of the Company to purchasers at a price of $0.305 per Premium FT Unit, for gross proceeds of $2,000,000. Each Unit, FT Unit and Premium FT Unit consists of one common share of the Company and one-half common share purchase warrant (each, a "Warrant"), with each Warrant entitling the holder to purchase one common share of the Company at a price of $0.30 at any time on or before June 30, 2028. The Company issued to the agents warrants to purchase an aggregate of 2,509,109 common shares of the Company at a price of $0.22 per share exercisable for a period of two years from closing.
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On June 11, 2025, Bonterra announced election results of its 2025 annual general meeting held on the same day ("2025 AGM"), representing its fiscal year ended 2024. Shareholders have approved all matters voted on at the 2025 AGM, including: (i) to set the number of directors at seven (7); (ii) to re-elect Messrs. Cesar Gonzalez, Marc-Andre Pelletier, Normand Champigny, Paul Jacobi, Matt Houk, Lesley Antoun and Peter O'Malley as Directors; (iii) to appoint the Crowe MacKay LLP, as auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration; and (iv) to consider and, if deemed advisable, adopt with or without variation, an ordinary resolution to approve the Company's Omnibus Equity Incentive Compensation Plan. Details in respect of such matters were provided in the Company's management information circular dated May 6, 2025.
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On April 25, 2025, the Company announced the grant of incentive stock options to acquire a total of 1,875,000 common shares of the Company to various employees, officers, and directors of the Company pursuant to the Company's stock option plan and subject to any regulatory approval. Each stock option vests immediately and is exercisable at a price of $0.26 per share for a period of five years from the date of the grant.
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On April 7, 2025, the Company closed a non-brokered private placement pursuant to which the Company sold 1,625,000 units of the Company at a price of $0.20 per unit for gross proceeds of $325,000. Each unit consists of one common share of the Company and one half of one common share purchase warrant, with each warrant entitling the holder to purchase one common share of the Company at a price of $0.26 for a period of two years from the date of closing. Finders' fees in the
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BONTERRA
REPORT FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2025
MANAGEMENT DISCUSSION AND ANALYSIS – QUARTERLY HIGHLIGHTS
amount of $19,500 were paid to an arms' length finder. The gross proceeds from the private placement will be used to fund exploration activities on the Company's projects and for general working capital.
- On March 19, 2025, the Company highlighted initial drill results from Gladiator SW Target and announced 2025 exploration program for the Project with Gold Fields.
- On February 6, 2025, Bonterra congratulated Urbana Corporation on initiating a winter drill program on the Urbana property located adjacent to the Moss target on the Company's Phoenix JV with Gold Fields.
- On December 23, 2024, the Company granted restricted share units and stock options of Bonterra to its officers.
- On December 12, 2024, the Company announced the closing of a private placement of Flow-Through units for gross proceeds of $1,088,956.
- On December 11, 2024, Bonterra announced additional assay results from Moss target and the restart of drilling by Gold Fields for the Project.
- On November 21, 2024 the Company announced that it has extended the agreement with Westlake Capital ("Westlake") pursuant to which Westlake will provide marketing and investor relations services to the Company on a non-exclusive basis, including (i) initiating contact with qualified investors (ii) organizing virtual or in-person meetings with potential investors and analysts (iii) forwarding news releases issued by the Company to Westlake's contact base (iv) assisting with preparing a virtual marketing campaign by the Company, (v) assisting in obtaining coverage by newsletter writers and analysts, and (vi) assisting with market intelligence.
- On November 13, 2024, the Company announced that it has engaged the services of ICP Securities Inc. ("ICP") to provide automated market making services, including use of its proprietary algorithm, ICP Premium™.
- On October 21, 2024, the Company congratulated Gold Fields on the completion of the $2.16 billion friendly takeover of Osisko Mining Inc. ("Osisko Mining" or "Osisko"). Gold Fields became the Operator of the Project.
Q3 2025 Exploration Updates
Desmaraisville Project
Diamond drilling at Desmaraisville South began in early July 2025, with one drill rig currently active on site. To date, 22 diamond drill holes totaling 5,658 m have been completed. A total of 3,911 NQ core samples, along with 514 associated QA/QC samples, have been submitted to accredited laboratories, with 1,148 assay results pending. Fieldwork, including detailed mapping and sampling, continues across the property.
The ongoing 10,000–12,000 m drill campaign, scheduled for completion by year-end, was initially designed to follow up on previous drilling at the Hewfran, Mistik 13, and Le Sueur targets, as well as to test additional targets generated using VRIFY's AI-assisted discovery platform, DORA. Following the encouraging intercepts at Hewfran target, the remainder of the program will now prioritize step-out and delineation drilling in that area, and other high-priority targets near the Bachelor Mill Complex. The Company received all the authorization to execute its exploration program in 2025. The 2025 mapping and sampling program at Desmaraisville South commenced on August 11th with a two-person field crew. This work builds on the property-wide mapping and sampling program initiated in 2024. To date, a total of 66 grab samples and 46 lithogeochemical samples have been collected.
BONTERRA
REPORT FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2025 MANAGEMENT DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS
Desmaraisville South Project – Prospective Drill Targets
Phoenix JV
At the Phoenix JV, diamond drilling activities started late August with on drill rig at Duke NE target. A second drill rig mobilized on site in September on the Chanceux target. Those two targets are now done and on drill rig moved on Cominco and the other one on Titan target. To date a total over 7,800 m have been drilled for a total of 16 drill holes. Assay results are pending. A third drill is expected to mobilize in November. An airborne gravimetric and a geochemical survey targeting B-Horizon soil samples were completed during the quarter. Majority of the B-Horizon assays are pending. The ground gravimetric survey that started earlier was paused may continue later once the airborne gravimetric survey is completed.
OUTLOOK FOR 2025
Following the financing in June, the Company has increased the exploration drill program and now plan to drill between 10,000 m to 12,000 m in 2025 based on previous exploration work and the targets generated with the VRIFY's AI platform. Field work on South property is planned. The Company received all the authorization to execute its exploration program in 2025. Following the encouraging intercepts at Hewfran target, the remainder of the program will now prioritize step-out and delineation drilling in that area, and other high-priority targets near the Bachelor Mill Complex.
Gold Fields has prepared a 15,000 m drill program on the Phoenix JV property, with final target selection subject to internal review and prioritization. Several promising targets have already been identified, based on historical gold showings, previous drill results, and geophysical survey data Gold Fields intends to deploy three to four drill rigs, primarily focused along the Barry Shear Zone at the Gladiator NE and Titan targets. The program will also explore additional areas such as Duke NE, Chanceux, the Tourmaline Ridge extension, and Rouleau Till. Diamond drilling activities are ongoing.
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BONTERRA
REPORT FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2025 MANAGEMENT DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS
Phoenix JV - Surface Plan View with Completed Drill holes, Historical Drill Hole Assay Results and 2025 Drill Target Areas
2024 Exploration Summary
A total of 4,761 m of exploration drilling was done in 2024 on Desmaraisville South property where several gold intercepts had been released to date (see the two plan views below). Surface mapping and sampling on both Desmaraisville North and South were completed.
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BONTERRA
REPORT FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2025 MANAGEMENT DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS
Plan View of the O'Brien Intrusive with Best Assay Results:
BONTERRA
REPORT FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2025 MANAGEMENT DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS
Plan View of Area West of Bachelor Lake Intrusion with Best Assay Results:
The Company continued to work on permitting and engineering for the expansion of the Bachelor mill and tailings management area.
Following the transaction between Osisko and Gold Fields, the latter becomes the operator of the Project. Over 65,000 m of drilling have been completed in 2024, including 37,000 m solely on the Moss Target where mineralization similar to the high-grade Lynx Zone has been confirmed at depth.
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BONTERRA
REPORT FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2025 MANAGEMENT DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS
Longitudinal View of the Moss Target with best results – Looking North
ABOUT THE MINERAL PROPERTIES
The Abitibi Greenstone Belt hosts significant gold mineralization in several parallel NE to SW trending zones. Gold in the Urban-Barry Township is primarily associated with quartz-carbonate veins mineralized with sulphides. The Company's main properties include the Gladiator, Bachelor-Moroy and Barry deposits, and the 100% owned Bachelor Mill.
On November 28, 2023, the Company executed The Agreement with Osisko. Under the Agreement, Osisko has the right to acquire up to a 70-per-cent interest in the Company's Gladiator and Barry projects, in addition to the adjoining Duke and Lac Barry properties held through joint venture agreements with Gold Fields and Gold Royalty Corp., respectively, and that are being split according to the proration of the Phoenix JV.
On October 28, 2024, Gold Fields completed the acquisition of Osisko consolidating ownership of the Windfall project and becoming the operator of the Phoenix JV with Bonterra.
Pursuant to the terms of the agreement, Osisko has paid the Company initial upfront payments totaling $5,000,000 (received). To date, over 65,000 m have been drilled, with approximately $20 million invested in the Project under the Agreement.
Specific terms of the agreement include:
- Gold Fields can earn a 70-per-cent interest in the properties, reducing the Company's interest in the Gladiator, Barry and Duke properties to 30 per cent and its interest in the Lac Barry joint venture to 15 per cent by incurring $30 million in work expenditures on the properties, with a minimum spending commitment of $10 million per year over the three-year period following the execution of the agreement;
- Gold Fields will have the right to carry over-work expenditures from year to year, and to pay cash in lieu of expenditures in the event of a shortfall;
- Gold Fields will be the operator for the properties during the exploration earn-in period;
- Once a 70-per-cent interest in the properties is earned by Gold Fields, the properties will be operated as a joint venture, with Gold Fields as the operator, and each party required to contribute to future work expenditures in accordance with the proportional interests in the joint venture;
- On January 18, 2024, the Company incorporated a subsidiary called UB Phoenix Corp. ("Subco"). As part of the agreement, Gold Fields will own 70-per-cent interest in certain assets including existing surface infrastructure, surface mining assets, plants and equipment once the earn-in is completed.
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BONTERRA
REPORT FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2025 MANAGEMENT DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS
These assets along with the properties are being transferred to Subco and will be 100% owned by Bonterra until the earn-in is completed.
- Dilution of a party to less than 10 per cent of the joint venture will result in the conversion of their respective joint venture interest to a 1-per-cent net smelter return royalty, 50 per cent of which is subject to a buyback right of $1 million; and
- In its sole discretion, Gold Fields may accelerate its exercise of the earn-in right.
Bonterra's acquisition of Metanor Resources ("Metanor") and consolidation of the Company's databases and management have resulted in broader exploration and resource development plans. Bonterra prepared mineral resource estimates ("MRE") in accordance with National Instrument 43-101 on standards of disclosure for mineral projects ("NI 43-101"), for all its advanced Urban-Barry exploration assets in 2021, being the Gladiator, Barry and Moroy deposits.
The 2021 MREs have been prepared by SLR Consulting Ltd (Canada) and have been peer reviewed by SGS Canada Inc. and reviewed internally by the Company. The technical report is available on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile and on the Company's website. The effective date of the 2021 MREs is June 23, 2021 for the Barry, Gladiator and Bachelor-Moroy deposits. The report date is August 5, 2021 for all three properties, and was posted on August 9, 2021 on SEDAR+.
The results of the MRE for the Gladiator, Barry, and Bachelor-Moroy deposits are summarized in Table 1. The mineral resource estimates for the Gladiator and Barry deposits are reported at a 2.6 g/t Au cut-off grade for underground and at 1.0 g/t Au open-pit cut-off grade at Barry. The estimate for the Bachelor-Moroy deposit is reported at a 2.4 g/t Au cut-off grade, or at 3.0 g/t Au domain dependent cut-off grade at Moroy.
Table 1. Mineral Resource Estimate (effective June 23, 2021)
| DEPOSIT | MEASURED | INDICATED | INFERRED | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Tonnes | Au (g/t) | Ounces Au | Tonnes | Au (g/t) | Ounces Au | Tonnes | Au (g/t) | Ounces Au | |
| Gladiator | - | - | - | 1,413,000 | 8.61 | 391,000 | 4,174,000 | 7.37 | 989,000 |
| Barry (Open-Pit) | 1,732,000 | 2.66 | 148,000 | 184,000 | 2.87 | 17,000 | 15,000 | 2.36 | 1,000 |
| Barry (Underground) | 344,000 | 4.94 | 55,000 | 2,839,000 | 5.15 | 470,000 | 4,364,000 | 4.90 | 687,000 |
| Bachelor | 90,000 | 5.13 | 15,000 | 152,000 | 5.52 | 27,000 | 44,000 | 4.36 | 6,000 |
| Moroy | 36,000 | 6.01 | 7,000 | 615,000 | 5.64 | 112,000 | 570,000 | 5.37 | 98,000 |
| Total | 2,202,000 | 3.18 | 225,000 | 5,203,000 | 6.08 | 1,017,000 | 9,167,000 | 6.05 | 1,781,000 |
Notes: Gladiator, Barry and Bachelor-Moroy deposits
1. CIM (2014) definitions were adopted for the mineral resource estimates.
2. Mineral resources are estimated at the following cut-off grades: 2.40 g/t Au or 3.0 g/t Au, domain dependent; 1.0 g/t Au and 2.60 g/t Au, respectively (Bachelor & Moroy deposits; Moroy deposit ; Barry open pit deposit , Barry & Gladiator deposits ).
3. Mineral resources are estimated using a long-term gold price of US$1,600/oz Au, and a US$/ $ exchange rate of 0.75.
4. A minimum mining width of 1.2 m was used.
5. Bulk densities are as follows: 2.83 t/m³ at Bachelor-Moroy, and varies by rock type from 2.70 t/m³ to 2.80 t/m³ at Barry and 2.80 t/m³ at Gladiator.
6. Mineral resources are reported above cut-off grades as well as above grade-thickness values of 2.88 g/t Au m and 3.6 g/t Au m, domain dependent, as well as below a 50 m crown pillar for the Moroy deposit.
7. Mineral Resources are reported within underground constraining shapes † and below a 50 m crown pillar †† (Bachelor deposit † and Gladiator deposit††).
8. Open pit and underground mineral resources are reported within optimized pit shell and underground constraining shapes, respectively for the Barry deposit.
9. All blocks modelled within the underground constraining shapes have been included within the mineral resource estimate for the Gladiator deposit.
10. Numbers may not add due to rounding.
BONTERRA
REPORT FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2025 MANAGEMENT DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS
| DEPOSIT | TOTAL OUNCES DISCOVERED | METRES DRILLED | OUNCES/METRE DRILLED |
|---|---|---|---|
| Gladiator | 1,380,000 | 229,691 | 6.0 |
| Barry (Open-Pit & Underground) | 1,378,000 | 213,249 | 6.5 |
| Bachelor-Moroy | 265,000 | 111,974 | 2.4 |
| Total | 3,023,000 | 554,914 | 5.4 |
Barry Open Pit PEA (effective June 1, 2022)
On June 13, 2022, the Company released the highlights on an independent preliminary economic assessment ("PEA") on the Barry open pit project in the Urban-Barry Camp in northern Québec.
PEA Highlights
- After-tax NPV at a 5% discount rate of $48.3 million at US$1,600/oz gold, increasing to $94.0 million at US$1,900/oz gold
- After-tax IRR of 43%
- Initial capital costs of $22.1 million
- Sustaining LOM capital costs of $21.3 million
- Total mill feed of 2.0 Mt at 2.36 g/t Au
- LOM average annual gold production of 30 Koz
- LOM strip ratio of 5.4:1
- LOM total production of 145.1 Koz (95% mill recovery)
- LOM cash costs of $1,252/oz (US$939/oz)
- LOM AISC of $1,420/oz (US$1,065/oz)
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BONTERRA
REPORT FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2025 MANAGEMENT DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS
BONTERRA EXPLORATION PROPERTIES
Below is a map of the Company's main exploration properties in Québec.
PHOENIX JV PROPERTY
The Company holds a 100% interest in 373 mineral claims covering 17,035.46 ha in the Urban-Barry township approximately 110 km east from the town of Lebel-sur-Quévillon. In addition to the 379 mineral claims, the Company also holds 100% interest in one mining lease where the Phoenix JV property is located. The Gladiator property is also located within the Urban-Barry property.
On March 9, 2020, the Company entered into a purchase agreement and acquired nine new claims covering an area of 508 ha, contiguous with the Company's Phoenix JV property properties located approximately 10 km southwest of the Barry deposit. To acquire the property, the Company made a cash payment of $10,000. These 9 claims are included in the 379 mineral claims listed above.
In March 2019, the Company entered into an option agreement to acquire a right to a new property called Panache, consisting of one mining claim covering an area of 56 ha, located 20 km north of the Barry property. The Company acquired the property by making a cash payment of $25,000 (paid on March 28, 2019) and issued 10,000 common shares (issued on March 28, 2019 and valued at $19,500) on closing, to the arm's length vendors and an additional cash payment of $50,000 (paid on March 19, 2020) and 15,000 common shares (issued on March 19, 2020 and valued at $11,400) before the one-year anniversary of the agreement. Following the March 2020 payment, the Company acquired 100% interest in mineral claim. This claim is included in the 379 mineral claims listed above.
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BONTERRA
REPORT FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2025 MANAGEMENT DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS
On November 28, 2023, the Company executed the Agreement with Osisko. Under the agreement, has the right to acquire up to a 70-per-cent interest in the company's Gladiator and Barry projects, in addition to the adjoining Duke and Lac Barry properties held through joint venture agreements with Osisko and Gold Royalty Corp., respectively.
Pursuant to the terms of the Agreement, Osisko has paid the company initial upfront payments totaling $5,000,000. Osisko can earn a 70-per-cent interest in the properties, reducing the company's interest in the Gladiator, Barry and Duke properties to 30 per cent and its interest in the Lac Barry joint venture to 15 per cent by incurring $30,000,000 on qualifying expenditures on the properties over the next three years. As part of the deal, other assets are also being transferred in the Subco.
In August 2024, Gold Fields announced the acquisition of Osisko Mining for $2.16 billion. Gold Fields is the operator as part of the Agreement.
Gladiator Deposit
The Gladiator deposit is located 12 km east of the Barry deposit, and 8 km southeast of the Windfall deposit. The mineralized shear zones are located near the shore of Lake Barry.
Barry Deposit
The Barry deposit is located on one mining lease and permitted for mineral extraction of up to 1.2 million tonnes using underground and/or surface mining methods. Initial mine development access and bulk sampling, with decline and cross-cut development is completed to 100 m below the surface. Recent drilling has resulted in the expansion of high-grade areas down plunge at each known strike extension.
Duke Property
The property is located immediately adjacent to the northern boundaries of the Company's Urban-Barry properties containing the Gladiator deposit and extensions. This includes a narrow inset of claims that in the western portion of the property denoted as "The Gap". This property also contains numerous gold showings with expansion potential, including Lac Rouleau and Zone 18. The geological setting is similar to that of the Gladiator property, with numerous occurrences of structurally controlled shear hosted vein mineralization on or near mafic volcanic contacts in proximity to both felsic and mafic intrusive units.
The Duke property is now part of the new agreement with Osisko where Bonterra will keep 30% of working interest once the terms of the agreement are fulfilled.
LAC BARRY PROPERTY
On March 10, 2016, and as amended March 30, 2017, the Company entered into an option agreement with Golden Valley Mines Ltd ("Golden Valley") (acquired by Gold Royalty Corp. in November 2021) and acquired an 85% interest in Golden Valley's Lac Barry property, comprised of 35 mineral claims covering 1,431.65 ha adjacent to the south boundary of the Urban-Barry property. In February 2020, the Company agreed to a joint venture agreement with Golden Valley for the purpose of future exploration on the property.
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BONTERRA
REPORT FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2025
MANAGEMENT DISCUSSION AND ANALYSIS – QUARTERLY HIGHLIGHTS
Below is a map of the Company's properties in the Urban-Barry Camp in Québec.
Some of the Company's Barry mineral properties are subject to a net smelter return royalty ("NSR"). These NSR's may have various purchase options in which the Company may be able to reduce the NSR percentages by making cash payments.
On September 29, 2017, the Company entered into an amending agreement with Sandstorm Gold Ltd., effectively reducing the existing gold stream on the Bachelor mine (which required the Company to sell 20% of its gold production at the fixed price of US$500) and replacing it with a 3.9% NSR on all minerals produced from the Bachelor and Barry properties (including the surrounding exploration properties held by Metanor at September 29, 2017). The amending agreement has a buyback provision whereby 2.1% of the NSR can be repurchased upon payment of US$2M for each property, thereby reducing the NSR to 1.8%.
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BONTERRA
REPORT FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2025 MANAGEMENT DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS
Map of the NSR's on the Barry properties in the Urban-Barry Camp in Québec.
Barry Brownson
2%, 3.8% NSR
Morgan (Barry United)
0.2%, 0.2%, 3.4% NSR
Boulevard (Barry United)
1.0%, 1%, 0.3%, 0.3%, 0.4% NSR
Moselle (Barry United)
1.0%, 1%, 0.3%, 0.3%, 0.4% NSR
BD&L-2 (Barry 1)
2%, 1%, 0.9% NSR
BD&L-3 (Barry 1)
2%, 1%, 0.9% NSR
Baker (Barry United)
2%, 1%, 0.3%, 0.2%, 0.2% NSR
Boury (Boury United)
2%, 0.3%, 0.3%, 0.2% NSR
Dunal 3 (Barry United)
2%, 0.3%, 0.3%, 0.2% NSR
Barry Bouart (Shasta)
1.0%, 2%, 0.4% NSR
Properey (Barry)
No Royalties
Barry Property Royalties
BONTERRA
BONTERRA
REPORT FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2025 MANAGEMENT DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS
Map of the NSR's on the Gladiator property in the Urban-Barry Camp in Québec.
Bachelor Camp
Moroy Deposit
The Moroy deposit is a recent discovery near the Bachelor Mill with access via the Bachelor Mine underground infrastructure. Current development consists of three sub-drifts and a series of raises, accessed from the 11th level and 14th level at the Bachelor Mine. Extensive drill information exists from 475 holes totaling 115,894 m from surface and underground at the 11th level to a depth of approximately 800 m below the surface, confirming the existence of multiple unmined mineralized zones. The Moroy deposit is currently on long-term care and maintenance.
Desmaraisville Properties
The Company holds a 100% interest in 436 mineral claims covering 22,779.32 ha surrounding the town of Desmaraisville. Above the 436 claims, the Company holds 100% interest in 1 mining concession, and 1 mining lease where the Bachelor Mine and mill are located. The property is immediately south, and outside the Bachelor mining lease.
In 2020, the Company staked 231 claims north and west of the Bachelor mine and are included in the 436 claims listed above.
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BONTERRA
REPORT FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2025
MANAGEMENT DISCUSSION AND ANALYSIS – QUARTERLY HIGHLIGHTS
Bachelor Mine
The Bachelor Mine is located on 1 mining concession, and 1 mining lease, 4 km south of Highway 113 and 90 km northeast of the city of Lebel-sur-Quévillon. The mine site is connected to the provincial electrical grid and has access to high-speed internet and mobile phone service on site. The mine site has a modern camp facility for all the workers. The mill and TMF are fully functional with the required permits and regulatory approvals. The Bachelor Mine infrastructure was used to access the Moroy deposit. There is no mineral reserves left to mine, only mineral resources. The mineralization from the Main vein continues at depth under the mined-out stopes. Further exploration drilling is required to evaluate the potential of a mineral resource. The Bachelor Mine is currently in long-term care and maintenance.
Bachelor Mill
The Bachelor Mill is the only permitted mill in the region, and connected to the power grid, with more than 15 high-grade gold deposits within a 110 km radius of the mill site. The mill is accessible by a paved highway with a network of logging gravel roads linking the other properties in the area to feed the mill. Bonterra began the environmental assessment process in 2017 to proceed with the mill expansion project to increase the daily production capacity of the Bachelor Mill from 800 tonnes per day ("TPD") to 2,400 TPD, and to increase the total capacity of the tailing's storage facility to 8 million tonnes. In October 2019, the Company submitted an environmental assessment of the mill expansion project to the COMEX and the MELCCC. In 2020, the COMEX/MELCCC submitted a series of questions related to the mill expansion project to which the Company has responded. The Company received a second set of questions in January 2022. A new scope was submitted in Q4 2022 to the COMEX/MELCCC for their review. The new scope proposes reducing the mill expansion to 1,800 TPD from Barry mine feed only. The Company received more questions, and it expects to provide answers to COMEX early in 2026.
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BONTERRA
REPORT FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2025 MANAGEMENT DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS
Map of the Company's properties in the Bachelor Camp in Québec.
BONTERRA
REPORT FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2025 MANAGEMENT DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS
Map of the NSR's for the Desmaraisville properties in Québec.
OTHER PROPERTIES
DUBUISSON PROPERTY
The Company holds a 100% interest in 21 mineral claims in the city of Val-d'Or in Québec covering 457.53 ha. The claims are adjacent to the Goldex mine, which is owned and operated by Agnico-Eagle Mines Limited.
WAHNAPITEI PROPERTY
The Company holds a 90% interest in two mining leases north of the town of Skead within the city of Greater Sudbury in Ontario. The two mining leases cover an area of 129.99 ha.
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BONTERRA
REPORT FOR THE THREE AND NINE MONTH PERIODS
ENDED SEPTEMBER 30, 2025
MANAGEMENT DISCUSSION AND ANALYSIS –
QUARTERLY HIGHLIGHTS
ADDITIONAL DISCLOSURE
Total for all properties
| Nine Month period ended September 30, 2025 | Year ended December 31, 2024 | |
|---|---|---|
| Drilling and assays | $ 578,253 | $ 611,175 |
| Depreciation | 349,134 | 524,400 |
| Geological, consulting and wages | 1,027,831 | 1,904,730 |
| Camp costs, travel and other | 846,113 | 1,640,213 |
| Environmental | 77,810 | 463,436 |
| JV payments received, less transaction costs | (623,197) | (50,158) |
| Change in estimate for asset retirement obligation and accretion | 208,500 | 1,366,000 |
| Refundable mining tax credits | 19,703 | (330,000) |
| Technical studies | 260,041 | 172,837 |
| $ 2,744,188 | $ 6,302,633 |
Desmaraisville North
| Nine Month period ended September 30, 2025 | Year ended December 31, 2024 | |
|---|---|---|
| Drilling and assays | $ - | $ 6,480 |
| Geological, consulting and wages | 26,753 | 73,761 |
| Camp costs, travel and other | 1,100 | 24,473 |
| Technical studies | 26,979 | - |
| $ 54,832 | $ 104,714 |
Desmaraisville South
| Nine Month period ended September 30, 2025 | Year ended December 31, 2024 | |
|---|---|---|
| Drilling and assays | $ 575,213 | $ 519,448 |
| Geological, consulting and wages | 674,603 | 894,454 |
| Camp costs, travel and other | 562,206 | 796,134 |
| Environmental | 3,042 | 1,174 |
| Refundable mining tax credits | 19,703 | (330,000) |
| Technical studies | 197,715 | - |
| $ 2,032,482 | $ 1,881,210 |
Moroy and Bachelor properties
| Nine Month period ended September 30, 2025 | Year ended December 31, 2024 | |
|---|---|---|
| Drilling and assays | $ - | $ - |
| Geological, consulting and wages | 27,906 | 204,340 |
| Camp costs, travel and other | 13,719 | 296,920 |
| Environmental | 49,430 | 57,374 |
| Change in estimate for asset retirement obligation and accretion | 150,750 | 1,000,000 |
| $ 241,805 | $ 1,558,634 |
BONTERRA
REPORT FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2025 MANAGEMENT DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS
Barry property
| Nine Month period ended September 30, 2025 | Year ended December 31, 2024 | |
|---|---|---|
| Drilling and assays | $ - | $ - |
| Depreciation | 80,913 | 129,450 |
| Geological, consulting and wages | 258,009 | 608,413 |
| Camp costs, travel and other | 254,697 | 403,096 |
| Environmental | 25,337 | 404,523 |
| JV payments received, less transaction costs | (623,197) | - |
| Technical studies | 2,467 | 99,957 |
| Change in estimate for asset retirement obligation | 57,750 | 366,000 |
| $ 55,976 | $ 2,011,439 |
Gladiator and Duke properties
| Nine Month period ended September 30, 2025 | Year ended December 31, 2024 | |
|---|---|---|
| Drilling and assays | $ - | $ - |
| Depreciation | 268,221 | 394,950 |
| Geological, consulting and wages | 17,619 | 71,025 |
| Camp costs, travel and other | 1,955 | 78,925 |
| Environmental | - | 190 |
| Technical studies | 32,880 | 70,132 |
| $ 320,675 | $ 615,222 |
Other properties
| Nine Month period ended September 30, 2025 | Year ended December 31, 2024 | |
|---|---|---|
| Drilling and assays | $ 3,040 | $ 85,247 |
| Geological, consulting and wages | 22,941 | 52,737 |
| Camp costs, travel and other | 12,437 | 40,665 |
| Environmental | - | 175 |
| Refundable mining tax credits | - | (50,158) |
| Technical studies | - | 2,748 |
| $ 38,418 | $ 131,414 |
SELECTED ANNUAL AND QUARTERLY INFORMATION
The following tables summarize selected annual financial data of the Company for the nine-month period ended September 30, 2025, and years ended December 31, 2024 and 2023:
| Nine Month period ended September 30, 2025 | Year ended December 31, 2024 | Year ended December 31, 2023 | |
|---|---|---|---|
| Recurring revenue | $NIL | $NIL | $NIL |
| Net loss and comprehensive loss | 4,998,283 | 9,524,737 | 7,603,541 |
| Basic and diluted loss per share | 0.03 | 0.06 | 0.06 |
| Total assets | 28,311,919 | 24,204,732 | 26,853,419 |
| Total current liabilities | 2,605,856 | 2,996,705 | 6,987,620 |
BONTERRA
REPORT FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2025 MANAGEMENT DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS
SELECTED QUARTERLY INFORMATION
Results for the 8 most recently completed quarters are summarized below:
| For the Three Months Ending | September 30, 2025 $ | June 30, 2025 $ | March 31, 2025 $ | December 31, 2024 $ |
|---|---|---|---|---|
| Exploration expenses (recoveries) | 1,558,534 | 63,692 | 1,121,962 | 2,453,466 |
| Loss for the period | 2,048,213 | 1,135,669 | 1,814,401 | 3,158,916 |
| Basic and diluted (income) loss per share | 0.01 | 0.01 | 0.01 | 0.02 |
| Total assets | 28,311,919 | 29,894,479 | 22,748,127 | 24,204,732 |
| Total current liabilities | 2,605,856 | 2,197,325 | 3,032,202 | 2,996,705 |
| For the Three Months Ending | September 30, 2024 $ | June 30, 2024 $ | March 31, 2024 $ | December 31, 2023 $ |
| --- | --- | --- | --- | --- |
| Exploration expenses (recoveries) | 1,286,234 | 1,628,380 | 934,553 | 8,281,619 |
| (Income) Loss for the period | 1,818,332 | 2,503,598 | 2,043,891 | 4,674,890 |
| Basic and diluted (income) loss per share | 0.01 | 0.02 | 0.02 | 0.04 |
| Total assets | 25,320,650 | 27,908,649 | 24,139,033 | 26,853,419 |
| Total current liabilities | 2,930,852 | 3,904,855 | 5,809,951 | 6,987,620 |
OVERALL PERFORMANCE
Nine month period ended September 30, 2025, and 2024
During the nine months ending September 30, 2025, the Company reported a net loss of $4,998,283 compared to a net loss in 2024 of $6,365,821. Variations in expenses from the nine month period ended September 30, 2025, to 2024 are as follows:
- Exploration and evaluation of $2,744,188 (2024 - $3,849,167). The expense is lower in the current year, driven primarily by JV payments received in connection with remediation work at the Barry property, in the amount of $623,197 net of costs, which offset total exploration and evaluation expenses for the period;
- Professional fees decreased, amounting to $190,044 in 2025 compared to $327,658 in 2024. The Company expects these professional fees to be consistent in the coming quarters;
- The Company incurred costs of $306,310 in shareholders' communications and investor relations as compared to $366,416 in 2024. The amounts decreased between the two periods due to timing of various investor relations campaigns;
- Recovery of flow-through premium liability of $476,000 (2024 - $524,000) is related to the reduction of the flow-through premium liability created by the issuance of Flow-Through shares at a premium. The amount is higher in the period due to timing in spending requirements. The flow-through spending requirement is $5,000,000 as at September 30, 2025;
- Mill care and maintenance of $512,096 (2024 - $540,679) decreased as expected following the underground mine had been flooded and needs less care and maintenance expenses. These costs are expected to be consistent in the coming quarters; in 2024 and 2025, they mostly represent depreciation (non-cash item); and
- The Company had share based payment expenses of $337,786 (2024 - $625,565) for the nine month period ended September 30, 2025. Share based payments expenses are booked based on the valuation of options using the Black-Scholes model as well as the value of restricted share units. The expenses vary based on the number of options and restricted share units issued and vested or vesting and the underlying assumptions used in the model.
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BONTERRA
REPORT FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2025 MANAGEMENT DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash position as at September 30, 2025 was $7,118,992 compared to $1,211,478 at December 31, 2024. The Company also held restricted cash in the amount of $nil (December 31, 2024 - $588,973). Working capital was $5,194,283 at September 30, 2025, compared to working capital of $200,830 at December 31, 2024. Working capital included a non-cash component related to flow-through premium liability of $799,000 (December 31, 2024 - $426,000). If this non-cash amount had been excluded, working capital would have been $5,993,283 (December 31, 2024 - $626,830).
On June 30, 2025, the Company closed a private placement for gross proceeds of $10,500,000. The Company issued (i) 22,727,272 Units of the Company at a price of $0.22 per Unit for gross proceeds of $5,000,000, (ii) 14,583,333 FT Units of the Company to purchasers at a price of $0.24 per FT Unit for gross proceeds of $3,500,000, and (iii) 6,577,377 Premium FT Units of the Company to purchasers at a price of $0.305 per Premium FT Unit, for gross proceeds of $2,000,000. Each Unit, FT Unit and Premium FT Unit consists of one common share of the Company and a Warrant, with each Warrant entitling the holder to purchase one common share of the Company at a price of $0.30 at any time on or before June 30, 2028. Commission and other share issue costs of $971,556 were incurred and the Company issued to the agents warrants to purchase an aggregate of 2,509,109 common shares of the Company at a price of $0.22 per share exercisable for a period of two years from closing.
On April 7, 2025, the Company closed a non-brokered private placement pursuant to which the Company sold 1,625,000 units of the Company at a price of $0.20 per unit for gross proceeds of $325,000. Each unit consists of one common share of the Company and one half of one common share purchase warrant, with each warrant entitling the holder to purchase one common share of the Company at a price of $0.26 for a period of two years from the date of closing. Finders' fees in the amount of $19,500 were paid to an arms' length finder. Other issued costs of $2,897 were also incurred.
On December 12, 2024, the Company closed a non-brokered private placement for gross proceeds of $1,088,956. The Company sold 2,722,391 FT Units of the Company at a price of $0.40 cents per FT Unit. Each FT Unit consists of one common share of the Company and a Warrant, with each Warrant entitling the holder to purchase one common share of the Company at a price of $0.31 at any time on or before December 12, 2026. Commission and other share issue costs of $111,252 were incurred.
On May 3, 2024, the Company closed a private placement for gross proceeds of $8,541,250. The Company sold (i) 5,250,000 FT Units of the Company to purchasers at a price of $0.445 per FT Unit for gross proceeds of $2,336,250; and (ii) 24,820,000 Units of the Company at a price of $0.25 per Unit for gross proceeds of $6,205,000 from the sale of Units. Each Unit and FT Unit consists of one common share of the Company and one Warrant, with each Warrant entitling the holder to purchase one common share of the Company at a price of $0.31 at any time on or before May 3, 2028. Commission and other share issue costs of $917,754 were incurred.
In connection with the Offering the Company issued to the agents warrants to purchase an aggregate of 2,004,500 common shares of the Company at a price of $0.25 per share exercisable for a period of four years from closing.
On May 2, 2024, the Company settled $1,500,000 in outstanding indebtedness owed to an arm's length creditor through the issue of 6,000,000 Shares at a deemed fair value of $0.25 per Share.
Notwithstanding success to date in acquiring equity financing on acceptable terms, there is no guarantee of obtaining future equity financings or on what terms any such equity capital may be available to the Company and, as such, alternative funding programs are also being pursued by the Company.
The Company must utilize its current cash reserves, funds obtained from the exercise of options and warrants, if any, and other financing transactions to maintain the Company's capacity to meet working capital requirements, and ongoing discretionary and committed exploration programs, and to fund any further development activities. The Company anticipates that it will raise additional capital when and if the opportunity arises.
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BONTERRA
REPORT FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2025 MANAGEMENT DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS
TRANSACTIONS WITH RELATED PARTIES
These amounts of key management compensation are included in the amounts shown on the consolidated statements of comprehensive loss:
| For the nine-month period ended, | September 30, 2025 | September 30, 2024 |
|---|---|---|
| Short-term compensation | ||
| Salaries, management and director fees | $ 873,000 | $ 828,000 |
| 873,000 | 828,000 | |
| Share-based payments | 294,000 | 465,000 |
| $ 1,167,000 | $ 1,293,000 |
Included in trade and other payables at September 30, 2025 was $27,872 (December 31, 2024 - $109,122) due to officers and or directors for expense reimbursements, unpaid fees and termination payments. The amount payable is non-interest-bearing, uncollateralized and are repayable on demand.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has not entered into any off-balance sheet arrangements.
PROPOSED TRANSACTIONS
None.
RISKS AND UNCERTAINTIES
Risks and Uncertainties
Readers of the MD&A should give careful consideration to the information included or incorporated by reference in this document and the Company's unaudited condensed consolidated interim financial statements and related notes. Bonterra's business of exploring and developing mineral resources involves a variety of operational, financial and regulatory risks that are typical in the natural resource industry, including the limited extent of the Company's assets, the Company's state of development and the degree of reliance upon the expertise of management. The Company attempts to mitigate these risks and minimize their effect on its financial performance, but there is no guarantee that the Company will be profitable in the future, and the Company's common shares should be considered speculative. Only those people who can bear the risk of the entire loss of their investment should participate.
An investor should carefully consider the risks described in the Company's audited consolidated financial statements for the year ended December 31, 2024 and the "Risks and Uncertainties" discussion in the Company's MD&A for the year ended December 31, 2024, which are available on SEDAR+ at www.sedarplus.ca. The risks described in these documents are not an exhaustive list. Additional risks that the Company currently believes are immaterial may become important factors that affect the Company's business in the future. If any of the risks noted in the Company's financial disclosure occur, or if others occur, the Company's business, operating results and financial condition could be seriously harmed and could cause actual events to differ materially from those described in forward-looking statements relating to the Company. In this event, investors may lose part or all of their investment.
Regulatory standards continue to change, making the review process longer, more complex and more costly. Even if an apparently mineable mineral deposit is developed, there is no assurance that it will ever reach production or be profitable, as its potential economics are influenced by many key factors such as commodity prices, foreign exchange rates, equity markets and political interference, which cannot be controlled by management. As a result, the Company's future business, operations and financial condition could differ materially from the forward-looking information contained in this MD&A and described in the "Forward-Looking Statements" section below.
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BONTERRA
REPORT FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2025 MANAGEMENT DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS
CONTINGENCIES AND COMMITMENTS
As at September 30, 2025, the Company had three (December 31, 2024 – three) termination and change of control agreements with officers of the Company that totalled annual base fees of $700,000 and US$165,000 (December 31, 2024 – $695,000 and US$150,000). In the case of termination, the officers are entitled to an amount equal to $616,000 and US$165,000 (December 31, 2024 – $613,000 and US$150,000) and in the case of a change of control of the Company, the officers under certain circumstances are entitled to an amount equal to $1,545,000 and US$330,000 (December 31, 2024 – $1,535,000 and US$150,000).
Flow-through obligations
At September 30, 2025, the Company had a remaining commitment to incur exploration expenditures of $5,000,000 (December 31, 2024 - $1,211,000) in relation to its flow-through share financing.
Asset retirement obligations
On September 9, 2013, the MRNF approved the update of the restoration plan of the Bachelor Mine. The reclamation bond required is $4,000,104 which has been covered by insurance bonds as at December 31, 2024, and December 31, 2023 (note 9). The Company filed a new closure plan of the Bachelor mine in 2024 following the submission of previous version in May 2023. The insurance bond will be determined once the closure plan is approved by the MRNF. In February 2024, the MRNF approved the update of the restoration plan of the Barry mine and bonding requirements as follows: $563,606 by May 2024 (paid), $281,802 by February 2025 (paid) and $281,802 by February 2026.
In November 2025, the MRNF approved the restoration plan of the Bachelor Mine and bonding requirements as follows: $2,616,606 by February 2026, $1,308,304 by November 2027 and $1,308,304 by November 2028.
Bachelor Mill Complex
A closure plan for the mill, tailing storage facilities, and underground facilities at both Bachelor and Moroy is in good standing. A 40% collateral insurance bond is in place for the site. In May 2023, the Company received an amended closure plan approved by the Minister. The revised closure plan was approved by the MRNF in November 2025.
Barry Mine
A closure plan for the underground and surface facilities at Barry is in good standing as a new closure plan was approved by the MRNF in February 2024. A 40% collateral insurance bond is in place for the site for an amount of bond of $1,911,240. The revised closure plan was approved in February 2024 and as a result the Company is required to increase its bonding requirements as follows: $563,606 by May 2024, $281,802 by February 2025 and $281,802 by February 2026. The first requirement of $563,606 has been secured.
Canada Revenue Agency
The Company is currently subject to a customary review by the Canada Revenue Agency ("CRA"), assessing the qualification of certain historical flow-through expenditures incurred by the Company from 2018 to 2022. We understand from our tax and legal advisors that this is a standard audit by the CRA, and the Company, together with its management and advisors, is fully cooperating. At this time, no provision has been recorded, as the Company believes the expenditures qualify as Canadian Exploration Expenses. As stated, the Company is working closely with its tax and legal advisors in providing responses to the CRA.
Where available and appropriate, the Company will vigorously defend its position. In the unlikely event the Company is unsuccessful in its defense and responses, it may be subject to financial losses or operational impacts, the extent of which cannot currently be determined as of September 30, 2025. The Company establishes provisions for legal or tax matters only where payment is probable and can be reliably estimated. As of September 30, 2025, no provisions have been recognized with respect to this review.
OTHER INFORMATION
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BONTERRA
REPORT FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2025 MANAGEMENT DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS
Additional information is accessible at the Company's website www.btrgold.com or through the Company's public filings at www.sedarplus.ca.
MANAGEMENT'S RESPONSIBILITY
Management is responsible for all the information contained in this Quarterly Highlights. The condensed interim consolidated financial statements for the three and nine month periods ending September 30, 2025, and 2024 have been prepared in accordance with IFRS and include amounts based on management's informed judgments and estimates. The financial and operating information included in this Quarterly Highlights is consistent with that contained in the condensed interim consolidated financial statements for the three and nine month periods ended September 30, 2025, and 2024 in all material aspects.
Management maintains internal controls to provide reasonable assurance that financial information is reliable and accurate and assets are safeguarded.
The Company's Audit Committee has reviewed the condensed interim consolidated financial statements for the three and nine month periods ending September 30, 2025, and 2024. The Board of Directors has approved these condensed interim consolidated financial statements for the three and nine month periods ending September 30, 2025, and 2024 on the recommendation of the Audit Committee.
TECHNICAL INFORMATION
This Quarterly Highlights uses the terms measured, indicated, and inferred mineral resources as a relative measure of the level of confidence in the resource estimate. Readers are cautioned that mineral resources are not economic mineral reserves and that the economic viability of mineral resources that are not mineral reserves has not been demonstrated. The estimate of mineral resources may be materially affected by geology, environmental, permitting, legal, title, socio-political, marketing, or other relevant issues. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to an indicated or measured mineral resource category. The mineral resource estimate is classified in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum's "CIM Definition Standards on Mineral Resources and Mineral Reserves" incorporated by reference into NI 43-101. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies or economic studies except for a preliminary economic assessment as defined under NI 43-101. Readers are cautioned not to assume that further work on the stated resources will lead to mineral reserves that can be mined economically.
The scientific and technical content in this Management Discussion and Analysis has been reviewed and approved by Mr. Marc-André Pelletier, P.Eng. (OIQ #113978), CEO of Bonterra and Donald Trudel, P.Geo. (OGQ #813) and Bonterra's Director of Geology, who are each a Qualified Person within the meaning of NI 43-101.
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