Commodore Metals — Management Reports 2025

Sep 30, 2025

MANAGEMENT DISCUSSION FOR COMMODORE METALS CORP.
FOR THE PERIOD ENDED JULY 31, 2025
PREPARED AS OF SEPTEMBER 29, 2025

Background

This discussion and analysis of financial position and results of operations is prepared as at September 29, 2025 and should be read in conjunction with the interim financial statements for the period ended July 31, 2025 and the audited financial statements for the fiscal year ended October 31, 2024 of Commodore Metals Corp. (“Commodore” or the “Company”). The interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). Except as otherwise disclosed, all dollar figures included therein and the following management discussion and analysis (“MD&A”) are quoted in Canadian dollars. Additional information relevant to the Company’s activities can be found on SEDAR+ at www.sedarplus.ca.

Cautionary Statement on Forward Looking Information

This Management’s Discussion and Analysis may include forward-looking statements with respect to business plans, activities, prospects, opportunities and events anticipated or being pursued by the Company and the Company’s future results. Although the Company believes the assumptions underlying such statements to be reasonable, any of the assumptions may prove to be incorrect. The anticipated results or events upon which current expectations are based may differ materially from actual results or events. Therefore, undue reliance should not be placed on such forward-looking information. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a downturn in general economic conditions in North America and internationally, (2) the uncertainty as to property development and exploration milestones, (3) the uncertainty as to the economic viability of the Company’s mineral property, (4) the risk that the Company does not execute its business plan, (5) inability to retain key employees, (6) inability to finance exploration and growth, and (7) other factors beyond the Company's control.

Forward-looking statements speak only as of the date of this MD&A and actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors. Investors should not place undue reliance on forward-looking statements as the plans, intentions or expectations upon which they are based may not occur. The Company does not assume responsibility for the accuracy and completeness of the forward-looking statements set out in this MD&A and, subject to applicable securities laws, does not undertake any obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. The forward-looking statements contained herein are expressly qualified by this cautionary statement.

Overview

Commodore is engaged in the identification, acquisition, exploration and development of mineral projects. The Company holds an option to acquire a 100% interest in the Keefers-Hanna Gold Project, subject to a 2% net smelter returns royalty. The project encompasses 16 mineral claims comprising 2,751 hectares located in the New Westminster Mining Division, British Columbia approximately 22 kilometres due north-northwest of the community of Boston Bar.

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Overall Performance

Because Commodore is involved in the exploration of mineral properties without any known economic quantities of mineralization, it has not generated any revenue to date and is unlikely to realize revenue in the foreseeable future. Management anticipates that it will incur expenses in connection with the exploration of its mineral properties, compliance with applicable securities rules and continuous disclosure requirements, and general and administrative costs.

In the three-month period ended July 31, 2025, the Company incurred a net loss of $74,947 compared to a net loss of $36 during the period from our inception on May 29, 2024 to July 31, 2024. The increase in net loss in the third quarter of fiscal 2025 compared to the same period in fiscal 2024 is primarily due to $56,614 in recorded share-based compensation relating to the Company's grant of incentive stock options to its directors and officers and $23,762 in professional fees in fiscal 2025. The Company anticipates that it will incur further losses in fiscal 2025 as it conducts further exploration of its mineral property interests and complies with its disclosure obligations as a reporting issuer.

Summary of Quarterly Results

The following is selected financial information from the Company's fiscal quarters since its incorporation on May 29, 2024:

	3^{rd} Qtr Ended 7-31-25	2^{nd} Qtr Ended 4-30-25	1^{st} Qtr Ended 1-31-25	4^{th} Qtr Ended 10-31-24	3^{rd} Qtr Ended 7-31-24
Total Revenues	Nil	Nil	Nil	Nil	Nil
Operating Loss	($83,594)	($19,807)	($14,285)	($83,818)	($36)
Total Net Loss	($74,947)	($19,807)	($14,285)	($83,818)	($36)
Total Net Loss Per Share	($0.06)	($0.01)	($0.01)	($0.06)	($0.00)

Factors causing significant variations in quarterly results are as follows:

During the three months ended July 31, 2025, the Company recorded a loss of $74,947 consisting of $56,614 in recorded stock-based compensation relating to the Company's grant of stock options to its directors and officers, professional fees of $23,762, transfer agent and filing fees of $3,150, and general and administrative expenses of $68. Compared to the same period in fiscal 2024, the Company's operating loss decreased due to stock-based compensation expense and professional fees that it incurred in fiscal 2025, but in the fiscal 2024.

During the three months ended April 30, 2025, the Company recorded a loss of $19,807 consisting of professional fees of $15,000, transfer agent and filing fees of $3,131, $1,570 in stock-based compensation, and general and administrative fees of $106.

During the three months ended January 31, 2025, the Company recorded a loss of $14,285 consisting of exploration expenses of $8,800 relating to the Keefers-Hanna Gold Project, professional fees of $4,750, transfer agent and filing fees of $450, and general and administrative expenses of $285.

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During the three months ended October 31, 2024, the Company recorded a loss of $83,782 consisting of exploration expense of $78,750, professional fees of $5,000, and general and administrative expenses of $32.

During the period from the Company’s inception on May 29, 2024 to July 31, 2024, the Company recorded a loss of $36 consisting of general and administrative expenses.

Liquidity

As at July 31, 2025, the Company had current assets of $226,471 and current liabilities of $1,001, resulting in net working capital of $225,470. Total shareholders’ equity was $219,117 as at July 31, 2025.

As the Company will not generate funds from operations for the foreseeable future, the Company is primarily reliant upon the sale of equity securities in order to fund operations. Since inception, the Company has funded limited operations through the issuance of equity securities on a private placement basis. The Company anticipates that its cash on hand of $224,402 will be sufficient to cover expected administrative and exploration expenses for the next twelve-month period.

Capital Resources

The Company’s agreement to acquire an interest in the Keefers-Hanna Gold Project is anticipated to require a $45,000 cash payment in the next 12 months. Additionally, the Company intends to complete the Phase I exploration program on the property, which is expected to cost $122,000. The Company also anticipates spending about $50,000 to cover anticipated general and administrative costs and legal, audit, and overhead expenses for the next 12-month period. At the date of this MD&A, the Company had cash of $220,219, which is sufficient to cover all expected exploration, operations, and administrative expenses for the next twelve months. The Company cannot offer any assurance that expenses will not exceed management's expectations. The Company may require additional funds and will be dependent upon its ability to secure equity and/or debt financing, the availability of which cannot be assured.

Although the Company currently has limited capital resources, the Company anticipates that additional funding will come from equity financing from the sale of the Company’s shares or through debt financing. The Company may also seek loans. It may also receive proceeds from the exercise of outstanding share purchase warrants and stock options.

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Management and Related Party Transactions

The Company’s Board of Directors consists of Christopher Paterson, Jake Fiddick, Thomas Gelfand, and Robert Reukl. Currently, Christopher Paterson acts as President and Chief Executive Officer, Jake Fiddick acts as Chief Financial Officer, and Wallace Taylor acts as Secretary of the Company.

During the nine months ended July 31, 2025, the Company granted 850,000 stock options to its directors and officers, which are exercisable at $0.10 for a period of ten years from the date the Company’s shares commence trading on the Canadian Securities Exchange.

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On June 6, 2025, the Company entered into two promissory notes with Christopher Paterson and Thomas Gelfand with respect to $20,000 that each of them loaned to the Company. The notes are unsecured, non-interest bearing and are due for repayment on December 1, 2026. The Company recognized a gain of $9,503 and a corresponding discount upon the issuance of a below-market interest rate promissory notes. The carrying value of the promissory notes will be accreted to the face value of $40,000 over the term of the note. During the nine months ended July 31, 2025, the Company recorded accretion of $856.

Critical Accounting Estimates

A detailed summary of all of the Company's significant accounting policies is included in Note 2 to the audited financial statements for the fiscal year ended October 31, 2024. Some of these policies are also described in Note 2 to the interim financial statements for the period ended July 31, 2025.

Statement of Compliance and Basis of Measurement

The Company’s financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The financial statements have been prepared on a historical cost basis, except for financial instruments measured at fair value, and are presented in Canadian dollars, which is the Company’s functional currency.

Significant Accounting Judgments and Estimates

The preparation of the Company’s financial statements requires management to make judgments, estimates, and assumptions that affect the application of policies and reported amounts of assets and liabilities, and income and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. The following discusses the most significant accounting judgments, estimates, and assumptions that the Company made in the preparation of its financial statements.

Going Concern

The Company’s financial statements have been prepared on a going concern basis and do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Management has applied judgment in the assessment of the Company’s ability to continue as a going concern, considering all available information. Given the judgment involved, actual results may lead to a materially different outcome.

Classification and valuation of exploration and evaluation assets

The Company uses professional judgment in determining the likelihood that future economic benefits will be realized from future exploration activities or from the sale of exploration and evaluation assets that have not reached a stage which permits a reasonable assessment of the existence of reserves. The deferral policy requires management to make certain estimates and assumptions about future events or circumstances, in particular whether an economically viable extraction operation can be established. Estimates and assumptions made may change if new information becomes available. If information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalized is written off in the statements of loss and comprehensive loss in the period when the new information becomes available.

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Valuation of share-based payments

The Company uses professional judgment in determining the valuation of share-based payments such as equity instruments issued in exchange for assets or services provided to the Company. The Company estimates the value of share-based payments by reference to the fair value of consideration received. If the fair value of the consideration cannot be reliably estimated, the Company measures the transaction based on the fair value of the equity instruments granted. The Company valued the special warrants issued as compensation at the value of the price received in exchange for special warrants as part of the private placement.

Recognition and valuation of deferred taxes

The Company uses professional judgement, based on its understanding of tax laws as it relates to transactions and activities entered into by the Company, to determine the probability of deferred tax assets being utilized. When there is uncertainty if the benefits of deferred tax assets will realize, deferred income tax assets are not recognized.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance, are readily convertible to known amounts of cash, and which are subject to insignificant risk of changes in value to be cash equivalents.

Mineral Property Interests

The Company records its interests in mineral properties and areas of geological interest at cost. All direct and indirect costs related to the acquisition of these interests are capitalized on the basis of specific claim blocks or areas of geological interest until the properties to which they relate are placed into production, sold or management has determined there to be an impairment in value. These costs will be depleted using the unit-of-production method based on the estimated proven and probable reserves available on the related property following commencement of production.

The amounts shown for mineral properties represent acquisition costs and option payments, and do not necessarily reflect present or future value. Recoverability of these amounts will depend upon the existence of economically recoverable reserves, the ability of the Company to obtain financing necessary to complete development, and future profitable production. The Company reviews the carrying values of mineral properties when there are any events or change in circumstances that may indicate impairment. Where estimates of future cash flows are available, an impairment charge is recorded if the estimated undiscounted future net cash flows expected to be generated by the property is less than the carrying amount. An impairment charge is recognized by the amount by which the carrying amount of the property exceeds the fair value of the property.

Mineral Exploration Expenses

Exploration expenses are charged to operations as incurred. When it has been established that a mineral deposit is commercially mineable and a decision has been made to formulate a mining plan (which occurs upon completion of a positive economic analysis of the mineral deposit), the costs subsequently incurred to develop the mine on the property prior to the start of the mining operations are capitalized. Exploration expenses that are incurred before the Company has obtained the legal rights to explore and develop a property are expensed.

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Impairment of Non-Current Assets

At each reporting date, the Company reviews the carrying amounts of its tangible assets to determine whether there are any indications of impairment. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.

Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash generating unit ("CGU") to which the asset belongs. The recoverable amount is determined as the higher of fair value less direct costs to sell and the asset's value in use. In assessing value in use, the estimated future cash flows are discounted to their present value. Estimated future cash flows are calculated using estimated recoverable reserves, estimated future commodity prices and the expected future operating and capital costs. The pre-tax discount rate applied to the estimated future cash flows reflects current market assessments of the time value of money and the risks specific to the asset for which the future cash flow estimates have not been adjusted. If the carrying amount of an asset or CGU exceeds its recoverable amount, the carrying amount of the asset or CGU is reduced to its recoverable amount through an impairment charge to the statement of comprehensive loss.

Assets that have been impaired are tested for possible reversal of the impairment whenever events or changes in circumstance indicate that the impairment may have reversed. When an impairment subsequently reverses, the carrying amount of the asset or CGU is increased to the revised estimate of its recoverable amount, but only so that the increased carrying amount does not exceed the carrying amount that would have been determined (net of depreciation, depletion and amortization) had no impairment loss been recognized for the asset or CGU in prior periods. A reversal of impairment is recognized as a gain in the statement of comprehensive loss.

Reclamation and Remediation Provisions

The Company recognizes a provision for statutory, contractual, constructive or legal obligations associated with decommissioning of mining operations and reclamation and rehabilitation costs arising when environmental disturbance is caused by the exploration or development of mineral properties, plant and equipment. Provisions for site closure and reclamation are recognized in the period in which the obligation is incurred or acquired, and are measured based on expected future cash flows to settle the obligation, discounted to their present value. The discount rate used is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability including risks specific to the countries in which the related operation is located.

When an obligation is initially recognized, the corresponding cost is capitalized to the carrying amount of the related asset in mineral properties, plant and equipment. These costs are depreciated using either the unit of production or straight-line method depending on the asset to which the obligation relates. The obligation is increased for the accretion and the corresponding amount is recognized as a finance expense. The obligation is also adjusted for changes in the estimated timing, amount of expected future cash flows, and changes in the discount rate. Such changes in estimates are added to or deducted from the related asset except where deductions are greater than the carrying value of the related asset in which case, the amount of the excess is recognized in the statement of comprehensive loss.

Due to uncertainties concerning environmental remediation, the ultimate cost to the Company of future site restoration could differ from the amounts provided. The estimate of the total provision for future site closure and reclamation costs is subject to change based on amendments to laws and regulations, changes in technology, price increases and changes in interest rates, and as new information concerning the Company's closure and reclamation obligations becomes available.

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Financial Instruments

Financial Assets

a. Recognition and initial measurement

The Company recognizes financial assets when it becomes party to the contractual provisions of the instrument. Financial assets are measured initially at their fair value plus, in the case of financial assets not subsequently measured at fair value through profit and loss ("FVTPL"), transaction costs that are directly attributable to their acquisition. Transaction costs of financial assets carried at FVTPL are expensed in the statement of loss and comprehensive loss when incurred.

b. Classification and subsequent measurement

Financial assets are classified and subsequently measured at amortized cost, fair value through other comprehensive income ("FVOCI"), or FVTPL. The Company determines the classification of its financial assets, based on the business model for managing the financial assets and their contractual cash flow characteristics. On initial recognition, the Company may irrevocably designate a financial asset to be measured at FVTPL in order to eliminate or significantly reduce an accounting mismatch.

Financial assets are classified as follows:

• Amortized cost - Assets that are held for collection of contractual cash flows where those cash flows are solely payments of principal and interest are measured at amortized cost. The Company does not hold any financial assets measured at amortized cost.
• Fair value through other comprehensive income - Assets that are held for collection of contractual cash flows and for selling the financial assets, and for which the contractual cash flows are solely payments of principal and interest, are measured at FVOCI. Gains and losses associated with financial assets measured at fair value are recognized in other comprehensive income ("OCI"). Upon derecognition, the cumulative gain or loss previously recognized in OCI is reclassified to profit or loss. The Company does not hold any financial assets measured at FVOCI.
• Fair value through profit and loss - Assets that do not meet the criteria to be measured at amortized cost or FVOCI are measured at FVTPL. Gains and losses on these financial assets are recognized in the statements of loss and comprehensive loss. Cash is the only financial asset held by the Company that is classified and measured at FVTPL.

c. Derecognition

The Company derecognizes a financial asset when its contractual rights to the cash flows from the financial asset expire or are transferred and the Company has transferred substantially all risks and rewards of ownership. Financial assets are written off when the Company has no reasonable expectations of recovering all or any portion thereof.

Financial Liabilities

a. Recognition and initial measurement

The Company recognizes a financial liability when it becomes party to the contractual provisions of the instrument. At initial recognition, the Company measures financial liabilities at their fair value plus transaction costs that are directly attributable to their issuance, with the exception of financial liabilities

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subsequently measured at FVTPL for which transaction costs are immediately expensed in the statements of loss and comprehensive loss when incurred. Where an instrument contains both a liability and equity component, these components are recognized separately based on the substance of the instrument, with the liability component measured initially at fair value and the equity component assigned the residual amount.

b. Classification and subsequent measurement

Financial liabilities are classified and subsequently measured as follows:

• Amortized cost - Non-derivative financial liabilities that are not held-for-trading are measured at amortized cost. The Company does not hold any financial liabilities classified and measured at amortized costs.
• Fair value through profit and loss - Liabilities that do not meet the criteria to be measured at amortized cost are measured at FVTPL. Gains and losses on these financial assets are recognized in the statements of loss and comprehensive loss. The Company does not hold any financial liabilities classified and measured at FVTPL.

b. Derecognition

The Company derecognizes a financial liability only when its contractual obligations are discharged, cancelled, or expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in the statements of loss and comprehensive loss.

Share Capital

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and stock options are recognized as a deduction from equity, net of any tax effects.

Valuation of equity units issued in private placements

The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more reliably measurable component based on fair value and then the residual value, if any, to the less reliably measurable component.

Income Taxes

Current income tax

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in the statement of comprehensive loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

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Deferred income

Deferred income tax is provided using the asset and liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable income will be available to allow all or part of the deferred income tax asset to be utilized.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

Loss Per Share

Basic loss per share is computed using the weight average number of common shares outstanding during the period. The treasury stock method is used for the calculation of diluted loss per share, whereby all "in the money" stock options and share purchase warrants are assumed to have been exercised at the beginning of the period and the proceeds from their exercise are assumed to have been used to purchase common shares at the average market price during the period. When a loss is incurred during the period, basic and diluted loss per share are the same as the exercise of share purchase warrants is considered to be anti-dilutive.

Disclosure of Outstanding Security Data

Common Shares

As at July 31, 2025, the Company had 1,500,000 common shares issued and outstanding. As of the date of this MD&A, the Company has 9,102,500 common shares issued and outstanding, which reflects the deemed exercise of outstanding special warrants and 100,000 common shares issued to the optionor of the Keefers-Hanna Gold Project.

Escrow Shares

As at July 31, 2025 and this MD&A, the Company had 1,501,000 of its common shares held in escrow, which are all held by the Company's directors and officers.

Stock Options

As at July 31, 2025 and the date of this MD&A, the Company had 850,000 options issued and outstanding, which are exercisable for $0.10 each for a period of ten years from the date that the Company's shares commence trading on the Canadian Securities Exchange.

Share Purchase Warrants

As at July 31, 2025, the Company had no share purchase warrants issued and outstanding. As of the date of this MD&A, the Company had 6,400,000 common share purchase warrants outstanding that are exercisable into one common share of the Company for $0.10 each for a period of five years from the date that the Company's shares commence trading on the Canadian Securities Exchange.

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Additional Disclosure for Venture Issuers without Significant Revenue

During the three-month period ended July 31, 2025, the Company incurred general and administrative expenses of $68, which consisted of bank charges.

Additional Information

Additional information relating to Commodore Metals Corp. is located at www.sedarplus.ca