Carson River Ventures Corp. — Management Reports 2025

Aug 20, 2025

CARSON RIVER

VENTURES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED
JUNE 30, 2025

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CARSON RIVER VENTURES CORP.

INTRODUCTION

This Management's Discussion and Analysis ("MD&A") of Carson River Ventures Corp. (the "Company" or "Carson"), is dated August 20, 2025, and should be read in conjunction with the condensed interim financial statements for the three and nine months ended June 30, 2025 and 2024, and notes thereto, which were prepared in accordance with International Financial Reporting Standards ("IFRS").

Except as otherwise disclosed, all dollar figures included therein and in the following MD&A are quoted in Canadian dollars.

Certain information included in this discussion may constitute forward-looking statements. Forward-looking statements are based on current expectations and entail various risks and uncertainties. These risks and uncertainties could cause or contribute to actual results that are materially different than those expressed or implied. The Company disclaims any obligation or intention to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

CORPORATE PROFILE AND OVERVIEW

The Company is an exploration-stage company engaged in the acquisition and exploration of mineral properties. The Company is a reporting issuer in British Columbia, Alberta, and Ontario, and its common shares are trading on the Canadian Securities Exchange (the "CSE") under the symbol CRIV. Additional information about the Company can be found at www.sedarplus.ca.

As at the date of this MD&A, the Company holds an exploration lease with an option to acquire a 100% interest in the Chucker Property, subject to a 1.5% net smelter returns royalty (the "NSR"). The Chucker Property is located in the Silver Star Mining District, within Mineral County, Nevada, in the Walker Lane gold trend.

On March 26, 2025, the Company completed a share consolidation (reverse stock split) on the basis of one new share for every two old shares. All references to share and per share amounts in this MD&A have been retrospectively adjusted to reflect the share consolidation as if it had occurred at the beginning of the earliest period presented.

OVERALL PERFORMANCE FOR THE PERIOD COVERED BY THIS MD&A

On October 2, 2024, the Company terminated a purchase agreement (the "Purchase Agreement") dated December 8, 2023, to acquire all of the issued and outstanding common shares of 2514870 Alberta Ltd. ("Novcorp") (the "Transaction").

In connection with the Transaction, the Company and Novcorp had entered into a credit facility for the provision of a $400,000 bridge loan to Novcorp (the "Loan"), which was to be used for working capital purposes while the Transaction was being negotiated. The Company advanced the $400,000 to Novcorp on December 12, 2023. The Loan bore interest at 10% per annum, maturing in 12 months and was secured against Novcorp and guaranteed by its subsidiaries. Upon closing of the Transaction, the Loan was to be collapsed on consolidation. As a result of the termination of the Transaction, the loan issued under the credit facility is in default and continues to accumulate interest at a default rate of interest of 15% per annum.

As at September 30, 2024, the Company set up a 100% allowance on the full amount receivable from Novcorp, being $432,022, as it was determined that the collectability of the amounts advanced to Novcorp was uncertain due to the termination of the Transaction and the financial condition of Novcorp. As of June 30, 2025, and as of the date of this MD&A, the loan continued to be fully impaired.

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CARSON RIVER VENTURES CORP.

RESULTS OF OPERATIONS

Summary of exploration activities

Chucker Property

On January 20, 2021, the Company entered into an Exploration Lease with an Option to Purchase Agreement, whereby the Company was granted an exploration lease with the exclusive Option to acquire a 100% interest in the Chucker Property, subject to a 1.5% NSR, for consideration to be satisfied by a combination of cash payments and the issuance of common shares. The Chucker Property is located in the Silver Star Mining District, within Mineral County, Nevada, in the Walker Lane gold trend.

In exchange for the exploration lease, the Company issued 250,000 Common Shares to MSM Resource, L.L.C. on the Company's commencement of trading on the CSE. In addition, the Company paid the sum of $12,219 (US$10,000), representing the lease payment for the first year and must continue making annual lease payments of US$10,000 to the Optionor thereafter. On February 3, 2023, the Company paid the sum of $13,533 (US$10,000), representing the lease payment for the second year (2022), and on December 9, 2024, paid the sum of $27,103 (US$20,000), representing the lease payments due in 2023 and 2024. As at June 30, 2025, the Company accrued $14,330 (US$10,000), being the lease payment due on January 20, 2025.

The option to acquire 100% of the Chucker Property is exercisable by the Company by making a one-time US$200,000 cash payment.

Should the Company elect to exercise the option to purchase the Chucker Property, the annual lease payments paid will not be credited against the purchase price. Further, the Company will not be obligated to pay any lease payments subsequent to the exercise and closing of the purchase of the Chucker Property from the Optionor.

Upon exercise of the option and the payment of US$200,000, the Company shall own the Chucker Property, subject to the 1.5% NSR payable to the optionor, one-half of a percent (0.5%) of the NSR may be purchased by the Company from the optionor at any time prior to commencement of commercial production for a cash payment of US$200,000.

The Chucker Property is located in west-central Nevada in Mineral County, Nevada, Township 4 North, Range 32 East, Sections 10, 11, 14 and 15. The Property is found on the U.S.G.S. "Little Huntoon Valley Quadrangle" Nevada - Mineral Co., 7.5-minute series topographic map. Geographically, the Ch As Aucker Property is located in the eastern foothills of the Excelsior Mountain Range due west of Teels Marsh, Nevada.

The Chucker Property consists of 11 unpatented mining claims 290 km southeast of the city of Reno, Nevada. The unpatented lode mining claims cover a total area of slightly more than 91 hectares and are located on federal land and managed by the Carson City District Office of the Bureau of Land Management ("BLM").

The Chucker Property is grassroots, and therefore, historical data and information are limited. The Property is located in the Marietta Historic Mining District, according to the Nevada Division of Minerals Open Data Site, and a variety of commodities are known to exist in this district, but not necessarily on the Chucker Property, including Au, Ag, Pb, W, Cu, U, and Be.

Exploration Activities

The Chucker Property contains numerous prospect pits, two shafts and a 55-foot drift. These workings are generally located on mineralized quartz vein exposures within the granite host rock. From previous observations and assay values, gold, silver, lead, zinc and copper are found in amounts large enough to pique interest and generate further exploration.

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CARSON RIVER VENTURES CORP.

Initial prospecting of the Chucker Property by the Company returned up to 16.9 g/t Au from old workings (shaft). The sampling program focused on mineralized shear zones and associated quartz veins. Samples were collected from outcrops, trenches, old workings, and mine dumps.

In 2022, the Company completed its initial exploration program on the Chucker Property. The exploration program consisted of airborne and ground-based geophysical surveying, reconnaissance prospecting, geological mapping, surface trenching, and relocating historical workings.

The results from the above exploration program were compiled, providing accurate modern data to assist in the planning of a follow-up exploration program. However, due to the previously pending Novcorp transaction, the Company decided to defer any additional exploration programs in 2024. The Company intends to resume exploration programs at the Chucker Property later in 2025, once overall market conditions improve in order to obtain additional financing.

The following table shows the acquisition and exploration costs associated with the Chucker Property:

	June 30, 2025	September 30, 2024
Acquisition costs, beginning	$ 65,509	$ 51,959
Annual lease	14,330	13,550
Acquisition costs, ending	79,839	65,509
Deferred exploration and evaluation, beginning	117,392	113,694
Geologist fees, expenses and assays	-	3,698
Deferred exploration and evaluation, ending	117,392	117,392
Total acquisition and exploration costs	$ 197,231	$ 182,901

SELECTED FINANCIAL INFORMATION

	Nine months ended June 30, 2025	Year ended September 30, 2024
Net loss	$ 140,959	$ 543,787
Basic and diluted loss per share	$ 0.01	$ 0.02
Total assets	$ 375,696	$ 482,054

Results of operations

Three months ended June 30, 2025, as compared to three months ended June 30, 2024

Net loss for the three months ended June 30, 2025, was $43,743 (2024 - $1,117). The Company's operating expenses for the three months ended June 30, 2025, increased by $33,083, from $11,115 the Company incurred during the three months ended June 30, 2024, to $44,198 the Company incurred during the three months ended June 30, 2025. The largest change in the operating expenses for the three months ended June 30, 2025, was associated with the $30,000 the Company incurred in management fees, an expense that the Company did not have in the comparative three months ended June 30, 2024. The Company's transfer agent and filing fees increased by $683, from $3,482 the Company incurred during the three months ended June 30, 2024, to $4,165 the Company incurred during the three months ended June 30, 2025. In addition, the Company's office and administration costs increased from $7,633 the Company incurred for the three months ended June 30, 2024, to $10,033 the Company incurred during the current three months ended June 30, 2025.

In addition to regular operating expenses, during the three months ended June 30, 2025, the Company recognized $455 gain on foreign exchange (2024 - $53).

During the comparative three months ended June 30, 2024, the Company recorded interest income of $9,945 on the Loan Receivable from 2514870 Alberta Ltd. During the three months ended June 30, 2025,

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CARSON RIVER VENTURES CORP.

the Company accrued $14,918 in interest on the Loan Receivable, however, this interest was fully impaired as the collectability of the amounts advanced to Novcorp continued to be uncertain.

Nine months ended June 30, 2025, as compared to nine months ended June 30, 2024

Net loss for the nine months ended June 30, 2025, was $140,959 (2024 - $31,516). The Company's operating expenses for the nine months ended June 30, 2025, increased by $86,941, from $53,038 the Company incurred during the nine months ended June 30, 2024, to $139,979 the Company incurred during the nine months ended June 30, 2025. The largest change in the operating expenses for the nine months ended June 30, 2025, was associated with the $90,000 the Company incurred in management fees, an expense that the Company did not have in the comparative nine months ended June 30, 2024. The Company's transfer agent and filing fees increased by $3,974, from $13,404 the Company incurred during the nine months ended June 30, 2024, to $17,378 the Company incurred during the nine months ended June 30, 2025. This increase resulted from costs associated with the 1-for-2 share consolidation, which the Company finalized on March 26, 2025. The above increases were in part offset by a $9,533 decrease in professional fees, which decreased from $13,705 the Company incurred for the nine months ended June 30, 2024, to $4,172 the Company incurred during the current nine months ended June 30, 2025. All other operating expenses were consistent with those of the previous comparative period.

In addition to regular operating expenses, during the nine months ended June 30, 2025, the Company recognized a $980 loss on foreign exchange (2024 - $445).

During the comparative nine months ended June 30, 2024, the Company recorded interest income of $21,967 on the Loan Receivable from 2514870 Alberta Ltd. During the nine months ended June 30, 2025, the Company accrued $44,645 in interest on the Loan Receivable, however, this interest was fully impaired as the collectability of the amounts advanced to Novcorp continued to be uncertain.

SUMMARY OF QUARTERLY RESULTS

Period		Net loss	Basic and diluted loss per share
September 30, 2023	$	112,773	$ (0.00)
December 31, 2023	$	21,257	$ (0.00)
March 31, 2024	$	9,142	$ (0.00)
June 30, 2024	$	1,117	$ (0.00)
September 30, 2024	$	512,271	$ (0.02)
December 31, 2024	$	46,625	$ (0.00)
March 31, 2025	$	50,591	$ (0.00)
June 30, 2025	$	43,743	$ (0.00)

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2025, the Company had a working capital of $30,201 compared to $185,490 at September 30, 2024. The Company plans to continue to fund its operations through equity financings; there are no guarantees that the Company can do so in the future.

SHARE CAPITAL

Authorized share capital

Unlimited number of common and preferred shares without par value.

As of June 30, 2025, the Company had 13,947,501 common shares issued and outstanding.

During the nine months ended June 30, 2025, the year ended September 30, 2024, and the period up to the date of this MD&A, the Company did not engage in any transactions that resulted in the issuance of its common shares.

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CARSON RIVER VENTURES CORP.

On March 26, 2025, the Company completed a share consolidation (reverse stock split) on the basis of one new share for every two old shares. All references to share and per share amounts in this MD&A have been retrospectively adjusted to reflect the share consolidation as if it had occurred at the beginning of the earliest period presented.

Stock Options

As at June 30, 2025, and as of the date of this MD&A, the Company had no outstanding incentive stock options.

Share Purchase Warrants

As at June 30, 2025, the Company had 4,800,000 share purchase warrants issued and outstanding, with the remaining contractual life of 0.10 years and exercisable at $0.20 per warrant share. As of the date of this MD&A, all warrants expired unexercised.

RELATED PARTY TRANSACTIONS

The following amounts were due to related parties as at June 30, 2025 and September 30, 2024:

	June 30, 2025	September 30, 2024
Amount due to the CEO and director	$ 65,500	$ 30,500
Amount due to the CFO and director	65,000	30,000
	$130,500	$60,500

Key management compensation for the three and nine months ended June 30, 2025 and 2024 consisted of the following:

	Three months ended June 30,		Nine months ended June 30,
	2025	2024	2025	2024
Management fees to the CEO and director	$ 15,000	$ -	$ 45,000	$ -
Management fees to the CFO and director	15,000	-	45,000	-
	$ 30,000	$ -	$ 90,000	$ -

COMMITMENTS

None

CAPITAL MANAGEMENT

The Company's objective in managing capital is to ensure sufficient liquidity to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. The Company defines capital as net equity and debt. The Company seeks to ensure that it has sufficient cash resources to maintain its ongoing operations and finance its research and development activities, corporate and administration expenses, working capital and overall capital expenditures. Since its inception, the Company has primarily financed its liquidity needs through private placements of common shares.

FINANCIAL INSTRUMENTS

The Company classifies its cash as financial assets at fair value through profit or loss.

Accounts payable and accrued liabilities and related party payable are classified as other financial liabilities.

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CARSON RIVER VENTURES CORP.

The fair value of accounts payable and accrued liabilities and related party payable approximate their carrying value due to the short-term nature of these liabilities.

The Company classifies its fair value measurements within a fair value hierarchy, which reflects the significance of the inputs used in making the measurements as defined in IFRS 7 – Financial Instruments – Disclosures.

Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date.

Level 2 – Observable inputs other than quoted prices, included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs which are supported by little or no market activity.

The Company is exposed to various financial instrument risks and assesses the impact and likelihood of this exposure. These risks include liquidity risk, credit risk, and market risk. Where material, these risks are reviewed and monitored by the Board of Directors.

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's primary exposure to credit risk is on its cash held in a bank and a loan receivable issued to Novcorp. The majority of cash is deposited in bank accounts held with a major bank in Canada. As most of the Company's cash is held by one bank, there is a concentration of credit risk. This risk is managed by using a major bank that is rated a high-credit-quality financial institution as determined by rating agencies. The Company assessed the risk associated with recovery of the loan receivable as high. The loan has been impaired in full.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company's normal operating requirements on an ongoing basis. The Company ensures that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash. As of June 30, 2025, the Company had a working capital of $30,201 to cover its short-term obligations.

Historically, the Company's sole source of funding has been private placements. The Company's access to financing is always uncertain. There can be no assurance of continued access to significant equity funding. Liquidity risk is assessed as moderate.

Foreign exchange risk

Currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. As at June 30, 2025, the Company had $5,135 of its financial assets denominated in US dollars, however, its exposure to foreign currency risk was associated mainly with future option payments on the Chucker Property, as these payments are denominated in US Dollars.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As at June 30, 2025, the Company did not have any financial instruments subject to interest rate risk. For capital management, the Company's policy is to maintain a strong capital base to maintain investor and creditor confidence and to sustain the future development of the business. The capital structure of the Company consists of equity and cash. There were no changes in the

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CARSON RIVER VENTURES CORP.

Company's approach to capital management during the period. The Company is not subject to any externally imposed capital requirements.

RISKS AND UNCERTAINTIES

Risks inherent in the nature of mineral exploration and development

Exploration and development involve several risks which experience, knowledge, and careful evaluation may not be sufficient to overcome. Large capital expenditures are required in advance of anticipated revenues from operations. Many exploration programs do not result in the discovery of mineralization; moreover, mineralization discovered may not be of sufficient quantity or quality to be profitably mined. Unusual or unexpected formations, formation pressures, fires, power outages, labor disruptions, flooding, explosions, tailings impoundment failures, cave-ins, landslides and the inability to obtain adequate machinery, equipment or labor are some of the risks involved in the conduct of exploration programs and the operation of mines. The commercial viability of exploiting any precious metal deposit is dependent on a number of factors, including infrastructure and governmental regulations, in particular those respecting the environment, price, taxes, and royalties. No assurance can be given that minerals of sufficient quantity, quality, size and grade will be discovered on the Company's property to justify commercial operation. Numerous external factors influence and may have significant impacts on the operations of the Company and its financing needs.

Financial risks

The Company is an exploration company. The Company will periodically have to raise additional funds to continue operations, and while it has been successful in doing so in the past, there can be no assurance it will be able to do so in the future.

Claims and title risks

Although the Company has taken steps to verify title to mineral claims in which it has an interest, in accordance with industry standards for the current stage of exploration of such mineral claims, these procedures do not guarantee the Company's title. Property title may be subject to unregistered prior agreements and non-compliance with regulatory requirements.

Dependence on key personnel

The development of the Company's business is and will continue to be dependent on its ability to attract and retain highly qualified management and mining personnel. The Company faces competition for personnel from other employers.

Conflicts of interest

Certain directors of the Company are also directors, officers or shareholders of other companies that are similarly engaged in the business of acquiring, developing and exploiting natural resource properties. Such associations may give rise to conflicts of interest from time to time. The directors of the Company are required by law to act honestly and in good faith for the best interests of the Company and to disclose any interest which they may have in any project or opportunity of the Company. If a conflict arises at a meeting of the board of directors, any director in a conflict will disclose his interest and abstain from voting on such matter.

Environmental risks

The Company is subject to various environmental incidents that can occur during exploration work. The Company maintains an environmental management system, including operational plans and practices.

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CARSON RIVER VENTURES CORP.

MATERIAL ACCOUNTING POLICIES

All material accounting policies adopted by the Company have been described in the financial statements for the year ended September 30, 2024.

New accounting standards and interpretations

Accounting standards, amendments to standards, or interpretations have been issued but have future effective dates that are either not applicable or are not expected to have a significant impact on the Company's condensed interim financial statements.

ADDITIONAL INFORMATION

Additional information relating to the Company, including the Company's audited year-end financial results and unaudited quarterly financial results, can be accessed on SEDAR+ (www.sedarplus.ca).

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