Collective Mining Ltd. — Management Reports 2023

Dec 4, 2023

Noble Metal Group Incorporated MANAGEMENT DISCUSSIONS AND ANALYSIS ("MDA") Nine Months Ended September 30, 2023

The following discussions of the financial position of the Company constituted management's review of the Financial Report and operating performance for the nine months ended September 30, 2023. This discussion prepared as of November 22, 2023, should be read in conjunction with the Audited Annual Financial Statements for the years ended December 31, 2022, and December 31, 2021. All figures are expressed in Canadian dollars unless otherwise noted. These documents along with other material published by the Company are available on the Sedar Website or from the Company.

OVERVIEW OF PERFORMANCE:

The Company is involved in the exploration and development of its Cariboo Mineral and Placer Properties held in the Cariboo Mining Division of British Columbia. The property consists of 5,236.0016 hectares (12,938.43 acres) of hard rock mineral claims. The new "good to date" of the mineral claims is December 31,2023. Exploration and development work of the Mineral properties is ongoing. The Lease of Placer Minerals (LPM) is located at the confluence of Keithley and Snowshoe Creeks, the LPM is in good standing to October 14, 2024. The Placer property encompasses an area of 211.34 hectares (522.2 acres). The Company's LOU Claim Group consists of two Placer Claims (100 hectares -247 acres) and two Lou FR (39.086 hectares -96.6 acres) the LOU Claim Group are in good standing until June 20, 2024, The Company's ability to generate revenue is dependent upon the processing of placer pay materials from its Placer Gold Operation and the Company's ability to secure equity and other financings. The company properties are all in Good Standing. Further exploration programs are planned

TRENDS:

There are uncertainties regarding the trends in commodity prices such as gold, silver, copper and other minerals. The prices have continually fluctuated in recent years and it is expected fluctuations will continue. Any of these trends, commitments, events or uncertainties may have a material effect on the Company's business, financial condition or results of operations.

Going Concern & Impact of Covid-19

The Company's operations for the past few years were significantly affected by the widespread outbreak of the respiratory illness Covid-19, At this time the company cannot predict the full impact the virus had on its overall operations or the ability of others to meet their obligations with the Company. This health crisis s adversely affected the economies and financial markets of many countries, resulting in economic downturn that could further affect the Company's operations and ability to finance its operations, however, with the mandates lifted the company continued with its exploration work on its Cariboo Mineral Properties.

As at September 30, 2023, the Company has an accumulated deficit of \$19,171,152 (2022 - \$18,989,715) and working capital deficiency of \$2,904,117 (2022 - \$3,538,047).

The financial statements have been prepared on an ongoing basis which assumes the Company operations will continue for the foreseeable future, will be able to realize its assets and discharge its liabilities in the normal course of business. The company has continued to incur losses and its ability to continue as a going concern depends upon its ability to raise adequate financing to develop profitable operations and its ability to enter into extension agreements with the gold contract holders, The Company may not have sufficient cash resources to meet its obligations for the next twelve months this could result in a material uncertainty in its ability to continue as a going concern.

These statements do not reflect adjustments to carrying values and classifications of the assets and liabilities that might be necessary should the Company be unable to continue realizing its assets and discharging its liabilities in the normal course of business.

Estimates, Assumptions and Measurement Uncertainty

Assumptions about the future and other sources of estimation management made in the statement of financial position to date, may result in a material adjustment to the carrying values of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

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

Management has determined that exploratory drilling, evaluation and related costs incurred that have been capitalized are economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefit including geological information, scoping and feasibility studies, accessible facilities and existing permits.

Deferred taxes

The Company recognizes the deferred tax benefit related to deferred tax assets to the extent recovery is probable. Assessing the recoverability of deferred tax assets requires significant estimates of future taxable profit. In addition, changes in tax laws could limit or enhance the ability of the Company to obtain tax deductions in future periods that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted. The critical judgments the Company management has made in the process of applying the accounting policies from those involving estimations that have the most significant effect on the amounts recognized in the Company's financial statements are as follows:

Going concern assumption

The assessment of the Company's ability to execute its strategy and finance the operations through achieving positive cash flow from operations or by obtaining additional funding through the issuance of share capital involves judgment. Management monitors future cash requirements to assess the Company's ability to realize assets and discharge its liabilities in the normal course of operations (see Note 2c of the audited financial statements).

Fiscal Quarter ended	Sep 30 2023	Jun 30 2023	Mar 31 2023	Dec 31 2022	Sep 30 2022	June 30 2022	Mar 31 2022	Dec 31 2021
Revenue	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Net income (loss)	(181,437)	(239,426)	(646,541)	(383,136)	(318,385)	(37,424)	274,536	(280,414)
Basic Income (loss) per share	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)
Total Assets	5,914,824	5,916,770	5,915,812	5,916,809	5,913,917	5,896,290	5,894,510	5,895,097
Total Liabilities	7,784,808	8,553,451	8,959,609	8,314,065	7,928,037	7,865,111	7,830,648	7,827,944

SELECTED QUARTERLY FINANCIAL INFORMATION

Nine-month period ended September 30, 2023

The Company reported a net loss of \$181,437 during the nine months ended September 30, 2023, compared to net loss of \$318,385 in the nine months ended September 30, 2022.

The difference between the nine-month period ended September 30, 2023, and the nine months ending September 2022 is due to the revaluation of the gold contracts payable. The carrying values of the Company's gold contracts payable are subject to the price of gold and the exchange rate between the Canadian and US dollars resulting in changes in unrealized gain or loss on gold contracts payable.

SELECTED ANNUAL FINANCIAL INFORMATION

	2022	2021	2020
Revenue	-	-	-
Net income (loss) for the Year	(464,409)	252,117	(567,246)
Basic and Diluted Loss per share	(0.00)	0.00	(0.01)
Total Assets	5,916,809	5,895,097	5,865,367
Total Liabilities	8,314,065	7,827,944	8,050,471
Total Long-term Liabilities	4,775,368	4,486,147	-

LIQUIDITY AND CAPITAL RESOURCES:

	September 30, 2023	September 30, 2022
Cash used in operating activities	(61,552)	(14,862)
Cash provided by (used in) investing activities	(1,136)	(21,881)
Cash provided by financing activities	61,478	64,445

Total cash used in operating activities during the nine months ended September 30, 2023, was \$(61,552) compared with \$(14,862) for the same period ended September 30, 2022. Cash mostly used to fund operations and offset items not involving cash.

Total cash provided by (used in) investing activities for the nine months ended September 30, 2023, was \$(1,136) compared to \$(21,881) for the same period ended September 30, 2022.

Total cash provided by financing activities during the nine months ended September 30, 2023, was \$61,478 compared to \$64,445 for the same period ended September 30, 2022.

The working capital deficiency at September 30, 2023, was \$2,904,117 compared to \$3,538,047 at December 31, 2022. The decrease in working capital deficiency is due to the valuation of Gold Contracts Payable as at December 31, 2022.

Total assets at September 30, 2023, were \$5,914,824, a decrease of \$1,985 from \$5,916,809 at December 31, 2022. Exploration and evaluation assets increased by \$1,136 from mineral and deferred exploration expenditures.

Results of Operation:

	Nine months ended September 30, 2023	Nine months ended September 30, 2022
Administrative Expenses
Professional fees	\$34,211	\$28,653
Total administrative expenses	\$16,720	\$11,886
Other Items
Gain (loss) on gold contracts payable	(\$154,034)	(\$45,898)
Gain on debt settlement	\$22,695	\$5,161

Administrative Expenses: Administrative expenses for the nine months ended September 30, 2023, were \$16,720 compared with \$11,886 for the same period in 2022. There were no significant variances in administrative expense.

Exploration Expenses

For the nine months ended September 30, 2023, exploration and project evaluation expenses were \$1,136 compared to \$21,881 in the same period of 2022.

Net Income (Loss):

The Company's net loss was \$181,437 for the nine months ended September 30, 2023, compared to net loss of \$318,385 for the same period ended September 30, 2022, caused by the fluctuation in the gold price and USD foreign exchange rates per the value of gold contracts payable.

Off Balance Sheet Items:

The Company has no off-balance sheet items.

Related Party Transactions:

ii)

	Related party transactions and balances not disclosed elsewhere in these financial statements are as follows:	September 30, 2023	December 31, 2022
a)	Directors and former directors' loans, bearing no interest	\$ 249,983	\$ 896,151
	All amounts due to related parties are unsecured and have no specified terms of repayment.
b)	Gold contracts payable to directors (Note 8)	\$ 1,721,853	\$ 1,684,840
c)	Amounts paid or accrued to directors, officers and shareholders of the Company for exploration consulting and administrative fees

The above transactions are in the normal course of business and are measured at the exchange rate, the amount of consideration established and agreed to by the related parties.

i) Included in exploration and evaluation assets \$ - \$ -

FORWARD LOOKING STATEMENTS:

This report contains forward looking statements that are based on beliefs of management, assumptions made by and information currently available to the management of the Company. When used in this report the words "estimate", "believe", anticipate", "intend", "expect", "plan", "planning", "may", "should", "will", and the negative thereof or other variations thereon or comparable terminology are intended to identify forward-looking statements. Such statements reflect the current views of the Company with respect to future events based on currently available information and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in the statements. The statements contained in this report speak only as of the date hereof. The Company does not undertake any obligation to release publicly any revisions to these statements to reflect events or circumstances after the date hereof or reflect the occurrence of unanticipated events.

CARIBOO LOU PLACER CLAIM GROUP

The Lou placer claim group encompass an area of 139.08 hectares (247 acres). The surface rock formations dips to the southwest indicating the Placer Channels may continue northward from Keithley Creek onto the Lou Placer Claims. In September of 2018 the IP Survey work carried out on the LOU Claims revealed a significant chargeability high anomaly on the eastern portion of the property. Then 2019 IP Survey indicated a continuance of this easterly trending anomaly.. The anomalous zone may be buried river channels or fault structures associated with accumulations of potential placer gold and when associated with significant chargeability highs in the area it may also be associated with the magnetite that is known to carry gold. In August of 2021 the company completed a passive seismic survey on its LOU Placer Claims. The Survey uses a new type of seismic sensor, it does not use an energy source and has no environmental footprint. The survey maps the bedrock topography and identifies hidden paleochannels that could host economically viable placer deposits It was successful in identifying several ancient channels in the Snowshoe Creek area. The LOU Claim Group is good to June 2024.

Cariboo Lease of Placer Mineral #365488:

Previous seismic refraction surveys identified both Ancient Tertiary and Paleogulch Channels further downstream from the LOU Claim Group that appears to be an extension of the ones found on the Lou Claims Bulk testing of the Ancient Tertiary and Paleogulch channels extracted several ounces of gold from the placer gravels. The surveys also provided valuable information as to the overburden thickness. The extension and directions of the channels is proving to be a very large workable area for placer gold.

The nature of the gold deposition of the placer channels tends to be concentrated in pockets of enrichment and quartz stringers. The pockets exposed by drilling vary in depths and width with lesser grade material occurring between. Drilling revealed the magnetite in the area is a carrier of gold.

New environmental and mining regulations caused the company to move its original processing site, this plus two years of wildfires, three years of covid lockdowns cost the company several seasons of exploration and development.

The new processing site is larger and more accessible it encompasses an area of 925 Hectares (2.28 acres). The site has room for the construction of larger settling ponds, two clear water ponds and a larger area for stock piling pay gravels. The water supply for the region is from mountain springs and can be gravity fed into the clear water ponds. The site has been leveled and hauling roads prepared for use. The settling ponds and clear water ponds have been mapped and flagged readied for construction. Maintenance and refurbishing of the processing plant was completed.

Reclamation of the original mining site was carried out during the summers of 2016 to 2018, A second access road was constructed over the reclaimed settling and clear water pond areas, a large parking area was constructed and the access roads for hauling of pay gravels were widened for future use.

With the covid restrictions lifted the Company is hopeful its "Mineral" and "Placer Work Permits" will soon be approved. The shutdowns greatly affected the operations of the company, its ongoing exploration programs, the construction of the new processing site, and futures economic plans. The Placer legacy Claim is in good standing until 2028.

CARIBOO MINERAL CLAIMS:

A late thaw, road repair and maintenance along the access road to the property delayed the 2023 planned exploration programs.

Further to the IP Surveys (Induced Polarization) and VLF-Electro Magnetic surveys carried out on the Cariboo Mineral properties between Snowshoe and Weaver Creeks the company completed Passive Seismic Surveys in the fall of 2021 and 2022 and 2023. The surveys conducted utilizes a new type of seismic sensor no energy source is required, and it leaves no environmental footprint.

The system maps bedrock topography, subsurface layers and identifies the presence of geological faults and, cross fracturing in the area. It also measures the overburden thickness to bedrock providing valuable information over the mineral claims and is important for future diamond drill projects.

Areas of high gold concentration was revealed, highlighting three locations of prime importance. Path finder elements of strontium, vanadium and copper were high indicators

In 2022 a seismic survey consisting of 7 line-kilometers covering an area of 5000 meters between Snowshoe and Weaver Creeks was carried out. A compilation and reanalysis report of all geophysical work carried out on the property that included the analysis of all the Magnetometer, VLF and Induced Polarization Surveys was also completed.

The seismic survey of 2023 covered an area west and east of Snowshoe Creek as well as on the west side near the confluence with Keithly Creek. 7 line-kilometers of seismic survey were completed. Additionally, three lines were surveyed expanding on last years study. Concurrently, a soil sampling survey was conducted, strategically aligning with the seismic lines. The survey facilitated the collection of 200 soil samples, overlaid with the seismic lines, to precisely conduct our geochemical analysis. These samples will soon undergo rigorous geochemistry assays, affirming the presence of precious metals, rare earth elements, and pathfinder elements.

Most exploration programs carried out in the mid 1980's and 2000's was completed before GPS was invented or used. Using the capabilities of modern GIS, the company in addition to the seismic surveys conducted a complete Compilation and Re-Analysis of previous diamond drill programs and Geochemical surveys completed depositing the information into a common format. The compilation included over thirteen assessment reports from 1987 to 2015; 24 diamond drill holes and 3 sonic drill holes were re-mapped, included was 5 large-scale geochemical and geophysical reports the work consisted of georeferencing and reprocessing the data from previous work programs and assessment reports.

In combining the geochemical surveys and diamond drill data it provided a broader understanding of the exploration work completed. In compiling and reviewing the data it confirmed the diamond drill programs had detected the presence of at least two sulphide enrichment zones related to hydrothermal activity as a result of magmatic intrusion.

Anomalous values in gold up to .07 oz/ton, nickel up to 10%, chromium up to 0.19% as well as anomalous values in strontium and vanadium and the presence of platinum group elements were confirmed. Interesting was the combination of vanadium, chromium and nickel which is often a good indicator for platinum Intersected were quartzites, phyllites and greywacke intruded by dioritic rock, zones of ultramafic and altered ultramafic rocks emanating from a magmatic mass at depth. Sulphides of pyrite, pyrrhotite and chalcopyrite as well as hematite, magnetite and pentlandite were also intersected.

Anomalous values in gold up to .07 oz/ton, nickel up to 10%, chromium up to 0.19% as well as anomalous values in strontium and vanadium and the presence of platinum group elements were confirmed. Interesting was the combination of vanadium, chromium and nickel which is often a good indicator for platinum.

Several induced polarization and resistivity anomalies remain to be tested and in view of the results to date, having confirmed encouraging values in gold, nickel, chromium, strontium, vanadium, platinum group and other metals related to hydrothermal events, further exploration to delineate the source rocks is warranted.

The compilation of diamond drill results carried out in the Rabbit Creek area revealed numerous intersections of weak to strong sulphide enrichments occurred consisting mainly of pyrite and pyrrhotite in quartz and carbonate veins and veinlets. Anomalous gold values ranging from 5pbb to 40ppb, intervals of anomalous strontium from 500 ppm to 3060 ppm and titanium from above .05% to 0.17% were revealed.

Past VLF-EM survey results identified two semi- circular or prominent knolls that appear to be underlain by altered and structurally controlled intrusive stock. High magnetic anomalies in the northeastern and northwestern sectors of the Weaver Creek area cut by strong northwesterly trending VLF-EM conductors are thought to be reflecting a fault structure that may be the western fault contact to a buried intrusive ore body.

The volcanic intrusive rock of the area warrants further investigation in particular the area of the two circular knolls where volcanic rocks have been identified. Further studies of the areas of interest have revealed coincident values in gold, copper, strontium and zinc.

Trends are now visible areas of high gold concentration became apparent highlighting three locations of prime importance. Path finder elements such as strontium, vanadium and copper were also high indicators. One of the main purposes of the compilation report is to create a master dataset. This information will aid in choosing future exploration targets and exploration programs

Mineral Claim Title Change

The mineral claims were amalgamated into 14 units to maximize the required work value. The exterior footprint of the claims remains the same, with only internal boundaries altered. The mineral ground still maintains its original 5,236 hectares in size. The company holds 7 legacy claims and 7 cell claims. The Mineral Claims are in Good Standing to October 06, 2023.

Investor Relations

Investor Relations activities include mailing Company Information packages, emailing and or faxing company data and news releases to those shareholders and non-shareholders requesting information.

FINANCIAL INSTRUMENTS:

Capital Management

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to pursue the development of its resource properties and to maintain flexible capital structure for its projects for the benefit of its stakeholders. In management of capital, the Company includes the components of shareholders equity as well as cash, receivables, and current liabilities.

The Company manages the capital structure and make adjustments if changes in the economic conditions and the risk characteristics of the underlying assets occur. To maintain or adjust the capital structure, the Company may attempt to issue new shares or enter into a joint venture property arrangement, acquire or dispose of assets or adjust the amount of cash. The Company does not have any major capital expenditures committed for the current year. Management reviews the capital structure on a regular basis to ensure that the above-noted objectives are met. The Company capital management objectives, policies and processes have remained unchanged during the nine months ended September 30, 2023.

The Company is dependent on capital markets as a source of operating capital and the Company's capital resources are largely determined by the strength of the junior resource markets, the status of the Company's projects in relation to those markets, and its ability to compete for investor support of its projects.

Credit risk

Credit risk is the risk of loss associated with counterparty's inability to fulfill its payment obligations. The Company believes it has no significant credit risk.

Liquidity risk

The Company's approach to managing liquidity risk is to ensure it will have sufficient liquidity to meet liabilities when due. As at September 30, 2023, the Company has cash balances of \$266 (2022 - \$341) to settle accounts payable and accrued liabilities of \$82,931 (2022 - \$120,127). The Company currently does not have sufficient funds to sustain operations. The Company will need additional funding to meet working capital and mineral property requirements.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity prices.

Interest rate risk

The Company is not exposed to significant interest rate risk.

Foreign currency risk

The carrying values of the Company's gold contracts payable are subject to increase or decrease depending on the price of gold and the exchange rate between the Canadian and US dollar and could have a significant impact on earnings. A \$100 US change per ounce in the price of gold as at December 31, 2022, would have resulted in an approximate \$333,905 (2021 - 364,000) decrease or increase in the Company's pre-tax losses for the period. This impact would have no effect on cash flows until the requirement of the Company to deliver the underlying commodity (gold) falls due. Other than this, the Company's exploration and evaluation expenditures are primarily in Canadian dollars and any future equity raised is expected to be predominantly in Canadian dollars. The Company believes it is not exposed to significant foreign exchange rate risk in these regards.

Commodity price risk

The fair value or future cash flows of the Company's financial instruments will fluctuate due to changes in market prices. Profitability of the Company depends on the metal price of gold. Gold price is affected by numerous factors such as the sale or purchase of gold by central bank, financial institutions, interest rates, exchange rates, inflation or deflation, fluctuations in the value of the United States dollar and other foreign currencies, global and regional supply and demand, and the political and economic conditions of major gold-producing countries throughout the world.

As part of the Company's gold contract payable financing, the Company has commitments for future delivery of 3,339 troy ounces (2021– 3,339 troy ounces) of raw gold in consideration for unsecured advances.

Fair value hierarchy

Financial instruments recorded at fair value are measured using a three-level fair value hierarchy:

Level 1	Fair value is determined by reference to quoted prices in active markets for identical assets and liabilities
Level 2	Fair value is determined based on inputs other than quoted prices for which all significant
	inputs are observable, either directly or indirectly
Level 3	Fair value is determined based on inputs that are unobservable and significant to the
	overall fair value measurement

Financial instruments that are measured at fair value through profit and loss include investments that are grouped into level 1 and gold contracts payable which are grouped into level 2.

Financial instruments that are not measured at fair value on the balance sheet are cash, reclamation bonds, accounts payable and accrued liabilities and directors' and shareholders' loans. The fair value of these financial instruments approximates their carrying value due to their limited term nature.

DISCLOSURE CONTROLS AND PROCEDURES:

As required by Multilateral Instrument 52-109, the Company's management has evaluated the effectiveness of its disclosure controls, procedure's and internal control over financial reporting as at the end of the period covered by this report. Based on the results of this evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded the design and operation of these disclosure controls and procedures were generally effective.

The only issue during the process was related to internal control over financial reporting. The issue identified, the concentration of some duties, is one that affects small companies. As a small organization, the Company's management is composed of a small number of key individuals, resulting in a situation where limitations in segregation of duties are compensated by more effective supervision and monitoring by the Chief Executive Officer and Chief Financial Officer. The risk mitigated by the active involvement of senior management and the Board of Directors in all the affairs of the company open lines of communication within the Company; the present levels of activities and transactions within the company being readily transparent; and the thorough review of the Company's financial statements by management and the Board of Directors.

OTHER MD&A REQUIREMENTS:

As at September 30, 2023, and November 22, 2023, there were 126,106,987 common shares outstanding. The Company has no stock options issued or outstanding.