Copper Lake Resources Ltd. — Management Reports 2024

Jul 3, 2024

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Management Discussion and Analysis

Three and Six Months Ended April 30, 2024

Contact Information : Copper Lake Resources Ltd. 1 King Street West, Suite 4800 Toronto, Ontario, Canada M5H 1A1 Contact Person: Mr. Terrence MacDonald, CEO Email: info@copperlakeresources.com

COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2024

MANAGEMENT’S DISCUSSION AND ANLAYSIS THRRE MONTHS ENDED APRIL 30, 2024

The following Management Discussion and Analysis (“MD&A”) of the financial condition and results of operations of Copper Lake Resources Ltd. (“Copper Lake” or the “Company”) was prepared by management as of July 2, 2024 and was reviewed and approved by the Board of Directors. The following discussion of performance, financial condition and future prospects should be read in conjunction with the audited annual financial statements of Copper Lake Resources Ltd. and notes thereto for the year ended October 31, 2023. The information provided herein supplements but does not form part of the financial statements. All amounts are stated in Canadian dollars unless otherwise indicated. Additional information related to the Company is available for view on SEDAR at www.sedar.com.

CAUTION REGARDING FORWARD LOOKING STATEMENTS

This report includes certain statements that may be deemed “forward looking statements” within the meaning of applicable securities legislation. All statements, other than statements of historical facts, that address such matters as future exploration, drilling, exploration activities, potential mineralization and resources and events or developments that the Company expects, are forward looking statements and, as such, are subject to risks, uncertainties and other factors of which are beyond the reasonable control of the Company. Such statements are not guarantees of future performance and actual results or developments may differ materially from those expressed in, or implied by, this forward-looking information. With respect to forward looking statements and information contained herein, the Company has made numerous assumptions, including among other things, assumptions about the price and future prices of ores and/or mineralization that are being explored for by the Company, anticipated costs and expenditures and the Company’s ability to achieve its goals. Although management believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that a forward-looking statement or information herein will prove to be accurate. Forward looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements or information. These factors include but are not limited to such matters as Market prices, exploitation and exploration results, continued availability of capital and financing, and general economic, Market or business conditions. Although we have attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements or information, there may be other factors that cause actual results, performances, achievements or events not to be anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. Any forward-looking statements are expressly qualified in their entirety by this cautionary statement. The information contained herein is stated as of the current date and subject to change after that date and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

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COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2024

COMPANY OVERVIEW AND GOING CONCERN

Copper Lake is engaged in the exploration, evaluation and development of mineral properties in Canada. The Company’s primary focus is the continued exploration and development of its properties in Ontario, the Marshall Lake property and the Norton Lake property. The registered address of the Company is 1 King Street West, Suite 4800, Toronto, Ontario M5H 1A1. The Company trades on the TSX Venture Exchange (“TSX-V”) under the symbol “CPL”. The Company also trades on the Frankfurt Exchange under the symbol “W0I”, and on the OTC under the symbol “WTCZF”. The Company’s properties are located in Canada where the legal and economic frameworks are favorable to the mining industry.

The Company has no source of revenue and finances its operations through the sale of equity or the issuance of debt. The value of any mineral property is dependent upon the existence or potential existence of economically recoverable mineral reserves.

Despite the current Market uncertainty and volatility, the longer-term fundamentals and outlook for copper, zinc, silver, nickel, cobalt and palladium demand remain positive. The demand for copper is forecasted to increase, driven by population growth, emerging economies, green initiatives and infrastructure requirements. If the copper demand materializes as forecasted and the structural issues facing the copper industry have not been resolved, the long-term sustainable copper supply could be materially impacted. The absence of new large copper discoveries, despite increased exploration expenditures, combined with the historically low number of copper projects in the exploration and development pipeline, foreshadows an impending significant supply deficit within the copper industry.

RECENT DEVELOPMENTS

• On June 18, 2024, the TSX consented to the extension in the expiry date of 20,951,500 warrants to a new expiry date of July 15, 2025. The warrants were originally issued pursuant to a private placement that was accepted for filing by the TSX effective June 22, 2021. All other terms were unchanged.

• On June 13, 2024 the Company announced a non-brokered private placement of up to 25,000,000 flowthrough units (“ FT Units ”) at a price of $0.03 per FT Unit and 70,000,000 non-flow-through units (“ NFT Units ”) at a price of $0.025 per NFT Unit for aggregate gross proceeds of $2,500,000. Each FT Unit consists of one flow-through common share and one-half of a common share purchase warrant (a “ FT Warrant ”), with each Warrant being exercisable at $0.006 for 24 months. Each NFT Unit consists of one common share and one Warrant, with each Warrant being exercisable at $0.06 for 36 months.

The Warrants are subject to an accelerated expiry date clause whereby at any time following the expiry of the four-months and one day hold period, should the weighted average closing price of the Common Shares on the TSX Venture Exchange (the “TSX-V”) be more than $0.20 for a period of 15 consecutive trading days, the Company shall be entitled to accelerate the expiry date of the warrants to a date which is 30 days following the date on which the Company announces the accelerated expiry of the Warrants by press release.

• On June 13, 2024 the Company announced plans for a summer exploration program at the Marshall Lake property that will include several zones that have yielded significant copper-zinc-silver intercepts in historical diamond drilling. These areas include the Teck Hill-Gazooma and Gazooma North-RM-Lease target areas. Such target areas have returned shallow drill intercepts of 2.05% copper, 33 g/t silver & 0.31 g/t gold over 26.9 metres as well as 1.38% copper, 54.0 g/t silver & 0.10 g/t gold over 43.0 metres , respectively. Drilling at all of these occurrences has been very shallow, largely within 150 metres from surface.

Large-Loop Electromagnetic (LLEM) geophysical surveys are a cost-effective approach to exploring deeper in these areas, enabling a better understanding of the geology and to identify conductors at depth. Such conductors would comprise prospective drill targets that may indicate extensions of the historical high-grade drilling intercepts, thereby enlarging mineralized zones. These surveys will be conducted this summer, with drilling of select targets to subsequently follow. As these areas are on higher ground, year-round access is straight forward and allows us to pursue several prime targets on the property.

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COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2024

MINERAL PROPERTY INTERESTS

Realization of assets

The investment in and expenditures on mineral property interests comprise a significant portion of the Company’s assets. Realization of the Company’s investment in these assets is dependent upon the establishment of legal ownership, the attainment of successful production from the properties or from the proceeds of their disposal. Resource exploration and development is highly speculative and involves inherent risks. While the rewards if an ore body is discovered can be substantial, few properties that are explored are ultimately developed into producing mines. There can be no assurance that current exploration programs will result in the discovery of economically viable quantities of ore.

Environmental

The Company is subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous material and other matters. The Company may also be held liable should environmental problems be discovered that were caused by former owners and operators of its properties and properties in which it has previously had an interest. The Company conducts its mineral exploration activities in compliance with applicable environmental protection legislation. Environmental legislation is becoming increasingly stringent, and costs and expenses of regulatory compliance are increasing. The impact of new and future environmental legislation on the Company’s operations may cause additional expenses and restrictions. If the restrictions adversely affect the scope of the exploration and development on an exploration and evaluation assets, the potential for production on the property may be diminished or negated.

Title to mineral property assets

Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many exploration and evaluation assets. The Company has investigated title to all of its exploration and evaluation assets and, to the best of its knowledge, title to all of its properties are in good standing. However, such properties may be subject to prior agreements or transfer and title may be affected by undetected defects.

The Company has entered into agreements to acquire, explore and develop certain exploration and evaluation assets located in certain regions of Canada. Several aboriginal groups are claiming inextinguishable aboriginal title to the lands and resources in various regions of Canada, which may include one or more of the mineral claims beneficially owned by the Company. The extent to which any successful aboriginal claim would materially affect the ability of the Company to exploit its exploration and evaluation assets is not determinable at this time.

Exploration and Evaluation Expenses

Amounts invested in mineral property assets and capitalized in accordance with the Company’s accounting policy on exploration and evaluation expenses are as follows:

			Marshall Lake	Norton Lake		**Total **
Balance April	**30, **	2024	$ 2,548,862		-	$ 2,548,862

Acquisition costs for the Norton Lake property in the amount of $400,000 were impaired during the year ended October 31, 2015.

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COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2024

Details of the Company’s exploration and evaluation expenditures which have been cumulatively expensed in the statement of loss and comprehensive loss are as follows:

For the six months ended April 30, 2024

the six months ended April 30, 2024
	Marshall Lake	Norton Lake
	Property		Property	Total
Assays	$ 13,989		-	$ 13,989
Claims management	3,823		-	3,823
Core trays	12,862		-	12,862
Drilling	627,527		-	627,527
Equipment rental	31,697		-	31,697
Field exploration camp	208,976		-	208,976
Exploration office and management	46,126		-	46,126
Geophysical	112,766		2,376	115,142
Line cutting	44,787		-	44,787
Roads and access	8,160			8,160
Storage and travel	2,700		-	2,700
JEAP Grant	(198,047)		-	(198,047)
JV Partner contributions received	-		-	-
Expenditures for the period	$ 915,366		2,376	$ 917,742
Cumulative balance-October 31, 2023	8,782,831		917,582	9,700,413
Balance, April 30, 2024	$ 9,698,197	$	919,958	$ 10,618,155

For the six months ended April 30, 2023

	Marshall Lake	Norton Lake	Norton Lake
	Property		Property		Total
Assays	$ 51,545		$	-	$ 51,545
Claims management	1,359			-	1,359
Core trays	68,374			-	68,374
Drilling	802,980			-	802,980
Equipment rental	37,316			-	37,316
Exploration office and management	48,462			-	48,462
Field exploration camp	428,645			-	428,645
Geotechnical	161,366			-	161,366
Geophysical	22,263			-	22,263
Line cutting	25,366			-	25,366
Roads and access	233,212				233,212
Storage and travel	5,275			-	5,275
JEAP Grant	(200,000)			-	(200,000)
JV Partner contributions received	(250,000)			-	(250,000)
Expenditures for the period	1,436,163			-	1,436,163
Cumulative balance-October 31, 2022	7,044,554		837,685		7,882,239
Balance, April 30, 2023	$ 8,480,717	$	837,685		$ 9,318,402

A summary of the Company’s current exploration programs is set out below, however, for additional information and details regarding such matters, reference is made to the Company’s news releases and related filings that can be viewed on www.sedar.com.

The technical information regarding the Company’s currently active projects referred to herein has been reviewed and approved by Donald Hoy, M.Sc., P. Geo., who is acting as the Company’s Qualified Person in accordance with regulations under NI 43-101.

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COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2024

Mineral Properties

Norton Lake Property

The Company entered into a Joint-Venture Assignment Agreement dated on January 21, 2009 with Cascadia International Resources Inc. of Calgary, Alberta (“Cascadia’), pursuant to which Cascadia assigned its 51% jointventure interest in the Norton Lake Property to the Company, for the sum of $300,000. The other joint venture partners were Rainy Mountain Royalty Corp. (“Rainy Mountain”) of West Vancouver, British Columbia and White Metals Resources Corp. (“White Metals”) of Toronto, Ontario. The Property is located 450 km north-east of Thunder Bay, Ontario on the south margin of the “Ring of Fire” exploration region and consists of 32 claims covering approximately 8,800 hectares. Since 2001, over $3 million has been spent on the Property, including the completion of 44 core holes.

The Norton Lake Project consists of two properties, namely, the Norton West Property (the principal property) and the Norton East Property. Joint-venture expenditures are being recorded by each joint-venture partner on a cash basis and as a result of the programs completed by the Company on the Norton West Property, the Company had a 57.60% interest in the Norton West Property (with Rainy Mountain having a 32.60% interest and White Metals having a 9.80% interest) and a 51% interest in the Norton East Property (with Rainy Mountain having a 9.8% interest and White Metals having a 39.2% interest). By agreement dated February 21, 2012, the Company, Rainy Mountain and White Metals combined and consolidated their respective interests in the Norton West and Norton East Properties, and as a result, the Company had a 60.70% interest in the combined Properties (with Rainy Mountain having a 30.21% interest and White Metals having a 9.09% interest). On June 29, 2015, the Company announced that it had acquired the 9.09% interest held by White Metals, thus increasing its interest in the property to 69.79%. Acquisition costs related to the property totaling $400,000 were written down to nil in 2015, as the Company had not incurred any expenditures on the property in 2014 or 2015 and had no plans at that time to incur further expenditures in the next 12 months. During the period of 2021 to the present, a total of $115,488 has been expended on the property. This was for the preparation of an updated 43-101 technical report as detailed below.

The Norton Lake Property is located within the Miminiska-Fort Hope Greenstone Belt of the Uchi Sub province. The principal target area on the Property is the magmatic Ni-Cu-Co-Pd sulphide deposit referred to as the Norton Lake Nickel-Copper-Cobalt Deposit or Norton Zone. Although the Norton Zone is not exposed at surface, it is generally well defined by diamond drilling and geophysical surveys. Sulphide mineralization is hosted within a sheared amphibolite unit located between an upper basalt and a lower sedimentary unit. The Norton Zone is brecciated with the breccia primarily consisting of mafic, ultramafic, and gabbroic fragments in a deformed, sulphide-bearing matrix. The sulphide mineralization is dominated by semi-massive to massive pyrrhotite and subordinate pentlandite in irregular stringers, veins and patches of the rock; chalcopyrite is erratically distributed in grains, patches and seams. Pentlandite and violarite are the primary nickel-bearing minerals and localized sphalerite and arsenopyrite also occur.

Copper Lake Resources engaged Caracle Creek Chile SpA , along with its strategic partner Atticus Geoscience, to prepare a mineral resource estimate for the Norton Lake Deposit (the “MRE” or “Mineral Resource Estimate”). The effective date of the MRE is 12 August 2023.

The mineral resource estimate was prepared under the direction of Simon Mortimer (Co-Author and QP) with assistance from Luis Huapaya (geologist). Mr. Mortimer developed the geological interpretation, the construction of the lithology model, and the mineralized domain models. Mr. Huapaya completed work on the statistics, geo-statistics, and grade interpolation.

The MRE contained in this Report was completed in accordance with NI 43-101 and following the CIM Definition Standards for Mineral Resources & Mineral Reserves (CIM, 2014) and CIM Estimation of Mineral Resources & Mineral Reserves Best Practice Guidelines (CIM, 2019).

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COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2024

The mineral resource estimation of the Norton Lake Deposit considers the five elements nickel, cobalt, copper, palladium and platinum. The Mineral Resource Statement has been determined with the consideration of mineralized material suitable for potential extraction via open pit and material below the open pit suitable for potential extraction via underground methods, both reported at a cut-off grade of 0.3% Ni.

The cut-off value of 0.3% Ni as applied in the Mineral Resource Statement, was determined by the Co-Author and QP Simon Mortimer, based on statistical analysis of the domain databases, overall grade distribution of nickel, and the grade-tonnage curves for optimized open pit, underground, and total global resources.

The Mineral Resource Statement, splitting the resources into Measured, Indicated and Inferred categories following CIM (2014; 2019), is provided in Table 1-4:

Table 1-4. Mineral Resource Statement, Norton Lake Deposit, using a 0.3% Ni cut-off.

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Values in the Mineral Resource Statement (Table 1-4) have been rounded to 2 and 3 significant figures as to reflect the uncertainty of the estimation. Highlights of the Mineral Resource Estimate on the Norton Lake Deposit include:

• Open pit and underground Measured + Indicated Resources of 1,794,000 tonnes at an average grade of 0.72% Ni, 0.69% Cu, 339 ppm Co, 0.52 g/t Pt, 0.17 g/t Pd and containing 28.3Mlbs of nickel and 27.3Mlbs of cooper.

• Open pit and underground Measured Resources of 860,000 tonnes at an average grade of 0.66% Ni, 0.62% Cu, 326 ppm Co, 0.46 g/t Pt, 0.17 g/t Pd and containing 12.5Mlbs of nickel and 11.8Mlbs of copper.

• Open pit and underground Indicated Resources of 934,000 tonnes at an average grade of 0.77% Ni, 0.75% Cu, 351 ppm Co, 0.56 g/t Pt, 0.18 g/t Pd and containing 16Mlbs of nickel and 15Mlbs of copper.

• Open pit and underground Inferred Resources of 562,000 tonnes at an average grade of 0.67% Ni, 0.63% Cu, 310 ppm Co, 0.50 g/t Pt, 0.14 g/t Pd and containing 8.2Mlbs of nickel and 7.8Mlbs of copper.

Mineral Resources are not mineral reserves as they do not have demonstrated economic viability. The estimate is categorized as Measured, Indicated, and Inferred mineral resources based on data density, geological and grade continuity, search ellipse criteria, drill hole density and specific interpolation parameters.

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COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2024

Current status:

During the reporting period, the status of the Norton Lake project has not changed. A review of the data is currently ongoing to identify exploration opportunities for future near-term work.

Marshall Lake Property

The Company entered into an option agreement dated July 6, 2010, with Rainy Mountain Royalty Corp. of West Vancouver, BC, (“Rainy Mountain”) and Marshall Lake Mining Limited (“MLMP”) of London England, whereby the Company was granted an option to acquire up to a 50% joint-venture interest in certain mining claims that comprise the Marshall Lake Property, located approximately 250 km north-northeast of Thunder Bay, Ontario. The property consists of 43 mineral claims (539 claim units) with an area of 8,864 ha and 89 mining leases with an area of 1,566.17 ha, for a total land position of 10,430.17 ha. Under the option agreement, the Company was required to incur $4,000,000 in expenditures on the property over five years and issue 2,000,000 shares over a four-year period (400,000 issued in fiscal 2010 at a value of $88,000; 400,000 issued in fiscal 2011 at a value of $104,000; 400,000 issued in fiscal 2012 at a value of $60,000; 400,000 issued in fiscal 2013 at a value of $20,000 and 400,000 issued in fiscal 2014 at a value of $24,000). The Company will earn a 12.5% joint venture interest in the Marshall Lake Property for every $1,000,000 in expenditures incurred and for every 400,000 shares issued (except for the initial 12.5% interest whereby the Company was required to issue 800,000 shares to Rainy Mountain). Additionally, once the Company has completed its share issuance and spending requirements, it has the additional option to increase its joint-venture interest to 75%, by incurring such additional property expenditures as are necessary to take the Marshall Lake Property to bankable feasibility stage. As of October 31, 2015, the Company had earned a 37.5% joint venture interest in the Marshall Lake Project.

On September 29, 2016, Copper Lake closed the transaction to acquire the 31.25% interest in the Marshall Lake property held by MLMP. The agreement to acquire the interest was previously announced on May 5, 2016. The transaction was approved by shareholders on July 26, 2016 and received approval from the TSX Venture Exchange on September 22, 2016. This acquisition gave Copper Lake a 68.75% interest in the Marshall Lake property.

Consideration for the acquisition consisted of issuing 34,422,938 common shares and a principal amount of $350,000 of 12% five-year unsecured subordinated convertible debentures, subject to customary closing adjustments. The debentures are convertible into units, comprised of one share and one warrant, at $0.055 per unit for the first year and $0.10 per unit thereafter. The warrants will have an exercise price equal to the conversion rate of the units when issued. The total consideration was valued at $2,243,262.

As at July 31, 2018 the Company had fulfilled the expenditure requirements and has a 75% interest in the property.

During the 2021 fiscal year, the Company exercised its option to acquire a 75% undivided interest in the Marshall Lake Joint Venture Agreement (“JV Agreement”). Rainy Mountain retained the remaining 25% interest. Each party is responsible for funding its proportionate share of expenditures of the JV Project. Should Rainy Mountain choose not to contribute its pro rata share, then its interest in the JV would be diluted. Once Rainy Mountain’s interest is reduced to 10%, it is automatically converted into a 1% Net Smelter Returns Royalty (“NSR”). Copper Lake would have the right to acquire the NSR at any time for $1 million.

During 2022, Rainy Mountain did not meet its payment obligations under the JV Agreement for expenditures to April 30, 2022. As a result, Rainy Mountain’s interest was diluted to 20.55% and Copper Lake’s interest in the property was 79.45% at October 31, 2022. Rainy Mountain’s pro rata share of exploration expenditures for the period from May 1, 2022, to October 31, 2023, was $632,928. The Company received $400,000 from Rainy Mountain, leaving an amount owing of $232,098. Rainy Mountain indicated they do not plan to contribute this additional amount, and, as a result, their interest was further diluted to 18.84%, and Copper Lake’s interest increased to 81.16% as of October 31, 2023. During the quarter ended January 31, 2024, the Company incurred exploration expenditures of $231,788, of which Rainy Mountain’s share is $43,667. As Rainy Mountain did not

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COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2024

contribute their share by April 30, 2024 their interest was further diluted to 18.52% as of April 30, 2024. During the quarter ended April 30, 2024, the Company incurred exploration expenditures of $881,624, of which Rainy Mountain’s share is $156,576. Should Rainy Mountain not contribute their share by July 31, 2024 their interest will be further diluted to 17.42%

The Marshall Lake property is located in the eastern portion of the Wabigoon Sub province and is underlain by rocks of the Marshall assemblage, which may represent a continental margin sequence built on the Mesoarchean Winnipeg River terrane. The Marshall assemblage is composed of a thick sequence of calc-alkalic dacite lavas and pyroclastic deposits, that wrap around the synvolcanic Summit pluton. The Marshall Lake property has been explored since the 1954 discovery of Cu-Zn mineralization at the Teck Hill occurrence, south of Gripp Lake. Numerous occurrences of base metal mineralization are present in the Marshall Lake area, described as stratabound Cu-Zn-Ag-Pb sulphides hosted in an intermediate to felsic volcanoclastic, thus the classification of the mineralization as a volcanogenic massive sulphide system. The most prominent occurrences are sulphide disseminations in metamorphic garnetiferous-amphibolite lenses, as observed at the Teck and Billiton showings where the Marshall Mineralized Band has been mapped. Some 487 historical and generally shallow drill holes have been located in the area testing the numerous mineralized outcrops.

Since July 2010, the Company, as optionee and operator, has drilled and completed 37 core drill holes (totaling over 7,000 metres). Additionally, the Company has conducted prospecting and sampling on the property as well as ground IP (induced polarization) and geological mapping of specific areas of interest. A 43-101 compatible mineral resource estimate has not been identified for the Marshall Lake property.

Thomas R. Hart, P.Geo., acted as the Company’s Qualified Person in accordance with regulations under NI 43101 for the compilation of the latest 43-101 Technical Report for the Marshall Lake Project.

Current Status

Well over 112 known occurrences of base-metal mineralization outcrop over an extensive area across the Property. A systematic review and compilation of historical data at Marshall Lake currently ongoing, identified high-priority targets characterized by high base-metal and precious-metal grades that warrant immediate followup work. These are as follows.

Billiton Zone

The Main Billiton Zone contains a historical resource of 2.2 million tonnes at a grade of 1.3% copper, 4.2% zinc and 2.5 oz/t silver[1] . It comprises a minimum of 5 stacked lenses of heavily disseminated to massive sulphides, traced by drilling over a 500-metre strike length and to a maximum depth of 150 metres below surface. Highlights from historical drilling include 3.0% Cu, 11.0% Zn & 219.7 g/t Ag over 7.4 met as well as 2.3% Cu, 9.8% Zn & 124.4 g/t Ag over 5.5 metres.

The Main Billiton Zone is hosted in the ‘Marshall Mineralized Band’, an altered and mineralized sequence of chemical sediments interbedded with fragmental felsic volcanic rocks. Alteration zones associated with the sulphide mineralization contain biotite, garnet and actinolite.

MT/DCIP Survey(2021)

SJ Geophysics, of Delta BC, completed an integrated MT/DCIP survey over the Billiton deposit area in mid-July 2021. The goal of the survey was to assist in mapping and defining additional base metal drill targets within the Marshall Mineralized Band, a unit containing the Billiton Zn-Cu-Ag VMS deposit.

An IP target , characterized by high conductivity/low resistivity and high chargeability was defined by the survey at a vertical depth of approximately 350 metres. This large untested anomaly has dimensions of 800 x 300 x 300 metres . The anomaly represents a new target area, never previously tested by diamond drilling.

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COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2024

IP Target - Diamond Drilling (2021-2022)

The first drilling to test the IP target was completed by Copper Lake during the fall of 2021 and the winter of 2022. Results for such drilling are tabulated below:

Hole No.	From (m)	To (m)	Interval (m)	%Cu	%Pb	% Zn	Ag (g/t)	Au (g/t)	Zone
MAR-21-01	88.10	93.00	4.90	1.17	0.12	5.26	59.65	0.03	Main Billiton
	192.60	195.60	3.00	0.40	0.08	6.54	41.50	1.06	HW Billiton
MAR-21-03	47.33	48.05	0.72	1.18	0.12	5.81	119.00	0.01	VTEM/DeepIP
	64.20	66.87	2.67	5.39	0.06	6.43	315.58	2.22	VTEM/DeepIP
	73.48	76.07	2.59	1.43	0.11	4.13	122.24	0.51	VTEM/DeepIP
	180.65	181.50	0.85	1.40	0.09	9.05	159.00	0.01	VTEM/DeepIP
MAR-22-01	137.15	139.25	2.10	0.53	0.28	3.00	26.30	0.02	VTEM/DeepIP
	236.00	239.00	3.00	1.47	0.01	1.54	50.80	0.02	VTEM/DeepIP
	272.05	274.20	2.15	2.40	0.04	3.37	190.60	0.22	VTEM/DeepIP
	298.06	300.17	2.11	8.13	0.05	7.26	240.80	0.33	VTEM/DeepIP
	311.20	313.15	1.95	5.81	0.01	7.32	171.20	0.02	VTEM/DeepIP
	368.00	374.00	6.00	2.37	0.01	1.75	413.15	0.37	VTEM/DeepIP
	Inc. 371.55	372.76	1.21	2.26	0.01	2.66	1,580.00	1.28
MAR-22-02	128.89	129.25	0.36	0.15	0.26	5.83	17.8	0.02	VTEM/DeepIP

1 Analyses completed by Activation Laboratories in Ancaster, Ontario, utilizing the 1A2 – Fire Assay/AA finish, 1H INAA total digestion and the UT-7, sodium peroxide fusion (ICP & ICP MS) analytical packages.

Collectively, the intercepts obtained in MAR-21-03, MAR-22-01 & MAR-22-02 comprises a new zone of base and precious metal mineralization, known as the Conductive Centre. The presence of heavily disseminated to semi-massive chalcopyrite, sphalerite and pyrite hosted in strong biotite-chlorite-silicic-actinolite alteration is very encouraging, resembling stringer-type mineralization and hydrothermal alteration, typically found in the footwall or proximal to major VMS deposits.

Conductive Centre – Borehole Electromagnetic Surveys (2022)

Subsequent BHEM surveys completed by the Company on drill holes MAR-22-01 & Mar-22-02, delineated a conductive centre consisting of several very strong conductors, situated below and along stratigraphic trend from the high-grade mineralization. The Conductive Centre, approximately 300 metres by 300 metres in extent, is situated below the high-grade mineralization documented above. The size, strength and location of the conductive centre in relation to the high-grade mineralization is very promising and suggests that additional highgrade mineralization may be present in the area surrounding the Conductive Centre.

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COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2024

Conductive Centre – Diamond Drilling (2023)

A total of 6 drill holes comprising 3,558 metres were completed in the winter of 2023 testing the Conductive Centre. Significant drill intercepts from such drilling are tabulated below [1] :

Hole No.	From (m)	To (m)	Length (m)	% Cu	%Zn	Ag (g/t)	Au (g/t)
MAR-23-01	111.18 Inc. 111.18 & Inc. 114.45	115.00 111.80 115.00	3.82 0.62 0.55	1.32 2.19 4.14	5.37 15.30 10.40	138.20 106.08 532.00	0.44 0.17 1.69
	268.10	275.40	7.30	0.56	0.58	57.40	0.05
	334.75 Inc. 334.75 & Inc. 335.50	336.35 335.05 336.05	1.60 0.30 0.55	1.86 5.66 0.30	4.25 3.01 13.00	171.50 239.00 390.00	0.67 1.96 0.40
	354.00	354.30	0.30	6.18	2.42	298.00	1.10
	365.50 Inc. 372.00	373.63 373.63	8.13 1.63	1.60 2.76	0.44 0.89	90.00 172.00	0.35 0.43
MAR-23-02	128.25	130.10	1.85	0.27	3.48	10.00	0.03
	190.40	191.27	0.87	0.05	5.38	9.00	0.04
MAR-23-03	58.00	62.05	4.05	0.83	1.64	43.00	0.12
	280.20	280.51	0.31	2.08	5.16	140.00	0.08
	380.00	381.00	1.00	0.07	2.26	77.00	**0.37 **
	444.60	445.05	0.45	1.13	3.50	44.00	0.48
MAR-23-04			No significant assays
MAR-23-05			No significant assays
MAR-23-06	99.90	101.10	1.20	0.16	0.93	58.00	0.07
**MAR-23-07 **	232.15	232.45	0.30	0.06	4.27	43.00	0.06
MAR-23-08	232.60	234.41	1.81	0.93	0.95	99.00	0.19

Holes MAR-23-01, MAR-23-02 and MAR-23-03 tested the southern extent of the Conductive Centre and intersected narrow zones of base-metal mineralization within moderate to strong zones of biotite, chlorite and silicic alteration. These holes are located proximal to MAR-22-01 drilled in the winter of 2022 yielding 8.13% Cu, 7.26% Zn, 240.80 g/t Ag & 0.33 g/t Au over 2.11 metres, 5.81% Cu, 7.32% Zn, 171.20 g/t Ag & 0.02 g/t Au over 1.95 metres as well as 2.37% Cu, 1.75% Zn, 413.15 g/t Ag & 0.37 g/t Au across 6.0 metres.

The massive sulphide interval intersected in MAR-23-01 yielding 13.00% Zn, 0.30% Cu, 390.00 g/t Ag & 0.40 g/t Au over 0.55 metres , occurs at the contact between felsic volcanic rocks and sediments. This is a very encouraging sign as it is the first indication seen in drilling to date that exhibits a sedimentary or exhalative component, which is associated with volcanogenic massive sulphide mineralization.

The southern part of the Conductive Centre, appears to represent the heart of the VMS mineralizing system, in terms of strength and width of both hydrothermal alteration and sulphide mineralization .

Conductive Centre – Borehole Electromagnetic Surveys (2023)

Abitibi Geophysics was successful in probing all holes drilled during the 2023 drill program. Final interpretations for MAR-23-01, MAR-23-02, MAR-23-03 & MAR-23-08, reveal a prominent cluster of strong to very strong conductors further refining the extent and strength of the Conductive Centre, having collective dimensions of at least 300 by 300 by 250 metres. All of the higher-grades of mineralization obtained in MAR-21-03, MAR-2201 and MAR-23-01, are closely related to the Conductive Centre. Additional diamond drilling and subsequent BHEM surveys are clearly warranted on this high-priority target area in efforts to expand on the limits of the VMS mineralizing system at the Conductive Centre.

Conductive Centre – Large Loop Electromagnetic Survey (2023)

A total of 49.5 kilometres of LLEM surveying were completed by Abitibi Geophysics during the winter exploration program. Final interpretations reveal that the Conductive Centre is very well defined and that a large conductor is building to the southeast of the Conductive Centre, in the eastern portion of the survey area . The

11

COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2024

build-up conductor was located approximately 2 km to the east of the Conductive Centre in an area of the property that had never been drilled.

Deeds Island Target – Diamond Drilling (2023) The Deeds Island target comprises an 800-metrelong geochemical anomaly yielding up to 1000 ppm zinc in rock chip sampling. The zinc anomaly is coincident and underlain by a widespread zone of intense garnet-actinolite alteration (iron enrichment) within felsic tuff breccias. Garnet-actinolite is an alteration assemblage closely associated with copper-zinc-silver mineralization in the Main Billiton Zone. The zinc anomaly and garnet-actinolite alteration zone occur immediately below the Deeds Island Tuff. Massive sulphide deposits commonly form below such exhalative or tuff caps, in underlying rocks that are characterized by higher permeability (tuff breccias) and by higher temperatures (garnet-actinolite alteration and zinc mineralizationTwo holes (MAR-23-04 & MAR-23-05) tested the Deeds Island target, 6 km to the east of the Conductive Centre. The holes intersected a broad 75 metre-wide garnet-actinolite alteration zone, containing appreciable disseminated to semi-massive pyrrhotite and pyrite, within felsic fragmental rocks. The presence of semi-massive pyrrhotite in the drill holes likely explains the EM and gravity anomalies.

Diamond Drilling (2024)

Two target areas were the focus of diamond drilling in 2024, including a prominent MT (magnetotelluric) conductor, situated below high-grade copper-zinc-silver mineralization, known as the Conductive Centre. The second drill target comprised an EM conductor situated 2 km to the east of the Billiton deposit.

MT Conductor 1 comprised the highest priority target for drilling, given its close association with borehole electromagnetic (BHEM) conductors and associated high-grade mineralization, situated 250 metres to the SE of the Billiton deposit (collectively known as the Conductive Centre). MT Conductor 1 consists of a moderate to strong conductor, persistent over a vertical range of approximately 700 metres, extending from a depth of 300 to 1000 metres below surface, respectively.

Hole MAR-24-02 was drilled through the centre of MT Conductor 1 to a final depth of 802 metres. Despite the presence of moderate to strong hydrothermal alteration typical of that associated with volcanogenic massive sulphide deposits being encountered in the drill hole, only weak to moderate ubiquitous disseminated sulphides (1% to 5%) including pyrite and lesser sphalerite, galena and chalcopyrite were encountered. Locally, narrow intervals over 1 to 2 metres contain heavier sulphide mineralization in intermediate to felsic volcanic rocks, characterized by strong to very strong alteration. The best mineralized intervals returned the following assays:

• 0.27% Cu, 1.36% Zn, 39.20 g/t Ag & 0.11 g/t Au over 2.30 metres

• • 1.46% Cu, 2.07% Zn, 26.40 g/t Ag & 0.24 g/t Au over 0.80 metres

Currently, we believe that the broad intercepts of alteration containing pervasive disseminated sulphides intersected in MAR-24-02 explains the presence of the MT conductor.

The second target was an interesting electromagnetic conductor, known as the Build-Up Conductor, defined in a recent large-loop electromagnetic survey (LLEM) completed by Abitibi Geophysics. The conductor is situated in younger rocks (relative to the Billiton deposit and Conductive Centre), in an area of the Marshall Lake property that had not previously been drilled. The conductor was modelled, had dimensions of 500 metres by 150 metres and had moderate strength conductance.

A single drill hole MAR-24-01 , was completed to evaluate the conductor and was drilled to a final depth of 502 metres. The hole intersected a thick sequence of altered volcanic rocks intruded by gabbro sills. Alteration in the volcanic and intrusive lithotypes comprises weak to moderate chloritization, silicification and potassic alteration in high-grade metamorphic rocks.

12

COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2024

Two mineralized zones were encountered: the first from 240.0-260.0 metres and the second from 330.0360.0 metres down-hole, respectively. Both contained patchy pyrrhotite, pyrite and magnetite, locally up to 10% in abundance. The presence of the magnetite as well as pyrrhotite and pyrite are believed to explain the presence of the conductor.

No significant base-metal or precious-metal assays were obtained from such mineralization.

Borehole Electromagnetic Surveys (2024)

Abitibi Geophysics was successful in probing the entire length of MAR-24-02 with a BHEM survey, to a depth of 802 metres.

The survey was successful in delineating a moderate strength off-hole conductor at a vertical depth of 350 metres. The conductor is NE-SW trending and as modelled as a sheet, has sizeable dimensions of 140 metres by 290 metres, in terms of length and depth extent. The New BHEM Conductor expands on the size of a cluster of previously defined conductors, known as the Conductive Centre.

The Conductive Centre is closely associated with several high-grade intercepts including 8.13% Cu, 7.26% Zn, 240.80 g/t Ag & 0.33 g/t Au over 2.11 metres as well as 2.37% Cu, 1.75% Zn, 413.15 g/t Ag & 0.37 g/t Au over 6.00 metres.

When examining the New BHEM Conductor and the Conductive Centre in the model, three features stand out:

• The general trend of the Conductive Centre is sub-parallel to the NE strike of the Billiton Zone suggesting that the Conductive Centre may host a parallel zone of base-metal mineralization, similar to that of the Billiton Zone

• Only the upper portion of the Conductive Centre has been tested by diamond drilling; there is a 200-metre gap in drilling between the high-grade intercepts and the down-dip extension of the Conductive Centre

• The Conductive Centre remains open down-dip

Drilling continues to indicate a robust hydrothermal system certainly capable of producing a significant VMS deposit. Follow up drilling to define the continuity of previously encountered high-grade mineralization in the conductive centre is clearly warranted.

Gazooma North and RM Zones

Collectively, the Gazooma North and RM Zones have been tested by diamond drilling over a minimum 300-metre strike length and may comprise the same mineralized zone. Drilling has largely been completed at shallow depths, almost all within 150 metres of surface; the deepest hole was completed on the RM Zone to a depth of 460 metres (at a shallow dip of -45 degrees).

Mineralization occurs as stringers, heavy disseminations and narrow bands of semi-massive chalcopyrite, hosted within a high-silica or silica-altered, dacitic volcaniclastic rock unit.

Shallow IP anomalies appear to correlate with the copper mineralization obtained in drilling, but only yield data to a depth of approximately 100 metres below surface (very shallow). A large-loop TDEM survey is warranted at Gazooma North and RMZ to test for the presence of massive sulphides at depth and to expand on the limits of very significant stringer-stock-work copper mineralization present at this locale.

13

COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2024

SELECTED ANNUAL INFORMATION

Comparative information for annual periods from October 31, 2023 and 2022 has been presented in accordance with IFRS.

with IFRS.
	2023	2022
Revenues	$ -	$ -
Exploration and evaluation expenditures	1,818,174	2,093,154
Share-based compensation	158,799	477,216
Other operating expenses	518,860	354,635
Write-off acquisition costs related to expired claims	-	16,500
Flow-through share premium recovery	(150,876)	(32,242)
Net loss and comprehensive loss	(2,344,957)	(2,909,263)
Basic and diluted loss per share	(0.010)	(0.014)
Total assets	2,683,478	3,349,835

Results of Operations

The following discussion addresses the operating results and financial condition of the Company for the year ended October 31, 2023 compared with the year ended October 31, 2022. The MD&A should be read in conjunction with the Company’s audited financial statements and the accompanying notes for the year ended October 31, 2023.

Results of operations for the year ended October 31, 2023 as compared to the year ended October 31, 2022

The Company reported a net loss from operations for the year ended October 31, 2023 of $2,344,957compared to a net loss of $2,909,263 for the prior year, for a decrease of $564,306. The decrease in the loss from operations in the current year is largely due to a decrease of $274,980 in the exploration and evaluation expenses incurred on the Company’s properties during the year. The decrease is a function of funds available for exploration work. There was also a decrease in share-based compensation expense in the amount of $318,417, which is a non-cash expense.

Results of operations will vary from year to year depending on the level of exploration and evaluation work being performed, the extent of financing activities being undertaken, and whether or not options have been granted in the period.

SUMMARY OF QUARTERLY RESULTS

		April 30,	January 31,	January 31,	October 31,	October 31,	July 31,
		2024		2024		2023	2023
Total assets	$	2,764,059	$	3,106,597	$	2,683,478	$ 3,038,988
Mineral property interests		2,548,862		2,548,862		2,548,862	2,548,862
Working capital (deficit)		(869,695)		(34,407)		(474,039)	(287,882)
Shareholders’ equity		1,679,167		2,459,824		2,074,823	2,260,980
Total revenue		-		-		-	-
Expenses, excluding E&E expenses
and share-based compensation		149,534		147,630		140,428	131,234
Exploration and evaluation expenses		685,954		231,788		45,728	336,283
Share-based compensation		-		-		158,799	-
Total expenses		835,488		379,418		344,955	465,517
Net loss		780,857		339,849		344,955	465,517
Basic and diluted lossper share		(0.003)		(0.001)		(0.001)	(0.002)

14

COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2024

	April 30,		January	October 31,	July 31,
	2023		31,	2022	2022
			2023
Total assets	$ 3,538,692	$	4,516,173	$ 3,349,835	$ 3,195,162
Mineral property interests	2,548,862		2,548,862	2,548,862	2,548,862
Working capital	177,632		1,448,954	557,239	255,210
Shareholders’ equity	2,726,494		3,875,498	3,105,101	2,804,072
Total revenue	-		-	-	-
Expenses, excluding E&E expenses
and share-based compensation	178,941		70,261	190,430	50,968
Exploration and evaluation expenses	1,092,383		343,780	600,394	134,061
Share-based compensation	-		-	477,216	-
Total expenses	1,271,324		414.041	1,268,040	185,029
Net loss	1,149,006		1,235,798	185,029	802,540
Basic and diluted lossper share	(0.005)		(0.002)	(0.004)	(0.002)

Quarterly results will vary in accordance with the Company’s exploration and evaluation activities, financing and non-cash expenses such as share-based compensation and legal and audit fees. The Company’s professional fees will vary in each quarter depending on financing and property acquisitions. Otherwise, the operating expenses have been reasonably consistent.

In the quarter ended April 30, 2024, the Company recognized a net loss of $780,857 compared to a loss of $339,849 in the previous quarter for a change of $441,008. The major reasons for the decrease in the loss from the previous quarter is increased spending on exploration and evaluation of $454,166 for the three months ending April 30, 2024.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s mineral exploration activities have been funded to date primarily through the issuance of common shares, and the Company expects that it will continue to be able to utilize this source of financing until it develops cash flow from its mining operations. Other than as discussed herein, the Company is not aware of any trends, demands, commitments, events or uncertainties that may result in its liquidity either materially increasing or decreasing at present or in the foreseeable future.

Material increases or decreases in the Company’s liquidity will be substantially determined by the success or failure of its exploration programs on its properties, as well as its continued ability to raise capital.

The Company anticipates spending capital resources on exploration in the next twelve months on its Marshall Lake property, and the newly acquired gold properties. The Company requires further funding to cover the Company’s next phase of exploration, and general and administrative expenses. The Company assesses its financing requirements and its ability to access equity or debt Markets on an ongoing basis. The assessment considers: the stage and success of the Company’s evaluation activities to date; the continued participation of the Company’s larger investors; and financial Market conditions.

Net cash used in operating activities for the six months ended April 30, 2024 was $794,893 compared to $1,217,936 for the three months ended April 30, 2023, consisting of the loss for the period and the change in non-cash items.

Net cash provided by financing activities for the six months ended April 30, 2024 was $716,350 (2023 - $1,279,627). The decrease is largely due to the challenging conditions in raising money in the junior mining sector.

At present, the Company’s operations generate no cash flow and its financial success is dependent on management’s ability to obtain financing and discover economically viable mineral deposits. The mineral

15

COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2024

exploration process can take many years and is subject to factors that are beyond the Company’s control. Management believes the Company will be successful at securing additional funding so that its capital resources will be sufficient to carry its operations through the next twelve months and intends to continue the exploration of its mineral properties.

On June 13, 2024 the Company announced a non-brokered private placement of up to 25,000,000 flow-through units (“ FT Units ”) at a price of $0.03 per FT Unit and 70,000,000 non-flow-through units (“ NFT Units ”) at a price of $0.025 per NFT Unit for aggregate gross proceeds of $2,500,000. Each FT Unit consists of one flowthrough common share and one-half of a common share purchase warrant (a “ FT Warrant ”), with each Warrant being exercisable at $0.006 for 24 months. Each NFT Unit consists of one common share and one Warrant, with each Warrant being exercisable at $0.06 for 36 months.

CONTINGENCIES

In connection with the flow-through financings, the Company indemnifies the subscribers against certain tax related amounts that may become payable by the subscribers should the Company not meet its flow-through expenditure commitments.

TRANSACTIONS WITH RELATED PARTIES

Key management compensation

Key management includes directors and other key personnel, including the CEO and CFO, who have authority and responsibility for planning, directing, and controlling the activities of the Company. The compensation paid to these key management personnel for the three months ended April 30, 2024 and 2023 as outlined below:

	Three Months	Ended April 30
	2024	2023
Management fees	$ 46,500	$ 53,925
	$ 46,500	$ 53,925

Included in accounts payable and accrued liabilities as at April 30, 2024 is $139,588 (October 31, 2023 - $76,662) owed to directors and officers.

CAPITAL MANAGEMENT

The Company defines its capital under management as shareholders’ equity, the balance of which was $1,679,167 at April 30, 2024 (October 31, 2023 - $2,074,823). 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 mineral properties and to maintain a flexible capital structure that optimizes the costs of capital at an acceptable risk level.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, acquire or dispose of assets.

There have been no changes to the Company’s approach to capital management during the three months ended April 30, 2024. The Company is not subject to externally imposed capital requirements.

==> picture [496 x 70] intentionally omitted <==

16

COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2024

FINANCIAL INSTRUMENTS (MANAGEMENT OF FINANCIAL RISKS)

Credit risk

Credit risk is the risk of potential loss to the Company if a counter party to a financial instrument fails to meet its payment obligations. The Company is exposed to credit risk with respect to its cash and cash equivalents.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities.

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. The Company is not exposed to any significant interest rate risk volatility or exchange rate volatility.

OFF BALANCE SHEET ARRANGEMENTS

The Company is not a party to any off-balance sheet arrangements or transactions.

PROPOSED TRANSACTIONS

The Company does not currently have any other proposed asset or business acquisitions or dispositions, other than as disclosed in the subsequent events section; however, the Company continues to seek new business opportunities to raise capital.

RISKS AND UNCERTAINTIES

The Company is subject to the normal risks entailed in mineral exploration and development. These can involve a number of known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements to be materially different from any expected future results, performance, or achievements. The discovery, development and acquisition of mineral properties are in many instances unpredictable events. Future metal prices, the success of exploration programs, and other property transactions can have a significant impact on capital requirements. In addition, risk factors that could affect the Company’s future results, include, but are not limited to, foreign exchange, competition, risk inherent in mineral exploration and development, and policies including mineral tenure, trade laws and policies, receipt of permits and approvals from government authorities, and other operating and development risks.

Exploration and Mining Risks

The business of exploration for and mining minerals involves a high degree of risk. Fires, power outages, labor disruptions, flooding, cave-ins, landslides, and the inability to obtain suitable adequate machinery, equipment or labor are other risks involved in the operation of mines and the conduct of exploration programs.

The Company has relied on, and may continue to rely upon, consultants and others for exploration and development expertise. Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineral deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. The economics of developing gold and other mineral properties is affected by many factors including the cost of operations, variations in the grade of ore mined, fluctuations in metal Markets, costs of

17

COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2024

processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection.

Financing

While the Company has been successful in the past, there is no assurance that funding will be available under the terms that are satisfactory to management. Funds available for operations may vary significantly from management’s estimates due to changes that are outside the control of management. Differences between actual exploration costs and management’s estimates will occur, and these differences may be material. There is no assurance that future financial Market conditions will result in sufficient funds being available to the Company to continue in the normal course of business.

Commodity Price

The price of metals can fluctuate widely and can be affected by many external factors beyond the control of the Company. Some of these factors include demand, inflation, fluctuations in various currencies, interest rates, forward gold sales, political or economic events in producing regions, and fluctuations in the cost of production.

Competition

Competition exists for mineral deposits where Copper Lake Resources Ltd. conducts its operations. As a result, some of which may be with large established mining companies with substantially greater financial and technical resources, Copper Lake Resources Ltd may be unable to acquire additional attractive mining claims or financing on terms it considers acceptable. Copper Lake Resources Ltd. also competes with other companies in the recruitment and retention of qualified employees.

Dependence on Key Management and Employees

Copper Lake Resources Ltd.’s development depends on the efforts of key members of management. Loss of any of these people could have a material adverse effect on Copper Lake Resources Ltd. The Company does not have key man insurance with respect to any of its key members of management.

Conflicts

Certain directors of Copper Lake Resources Ltd. also serve as directors of other companies involved in mineral resource exploration and development and, to the extent that such other companies may participate in areas in which the Company may be active, the possibility exists for such directors to be in a position of conflict. In accordance with the corporate laws, the directors are required to act honestly, in good faith, and in the best interests of Copper Lake Resources Ltd. In addition, such directors will declare and abstain from voting on any matter in which such directors may have a conflict of interest. At present, there are no such conflicts and the likelihood of any is unlikely given the companies and areas of interest that could potentially be involved.

Legal Proceedings

Due to the nature of its business, the Company may be subject to regulatory investigations, claims, lawsuits and other proceedings in the ordinary course of its business. While the Company cannot reasonably predict the ultimate outcomes of these actions, and inherent uncertainties exist in predicting such outcomes, the Company believes that the ultimate resolution of these actions is not reasonably likely to have a material adverse effect on the Company’s financial condition or future results of operations. A liability is recognized where, based on the Company’s legal views and advice, it is considered probable that an outflow of resources will be required to settle a present obligation that can be measured reliably. The Company is not aware of any material unrecorded contingent liabilities which require recording in the financial statements for the three months ended April 30, 2024.

18

COPPER LAKE RESOURCES LTD. Management’s Discussion and Analysis April 30, 2024

OUTSTANDING SHARE DATA as at July 2, 2024

a) Authorized:

Unlimited number of shares, without par value

• b) Issued and outstanding:

270,503,770 common shares

• c) Outstanding incentive stock options:

	Expiry Date	Number	Exercise Price
	August 7, 2024	1,000,000	$0.050
	December 2, 2024	1,750,000	0.050
	August 26, 2026	2,050,000	0.050
	October 18, 2026	6,400,000	0.080
	October 25, 2027	5,200,000	0.075
	August 21, 2028	500,000	0.050
	October 23, 2028	5,350,000	0.050
Outstanding		22,250,000	$ 0.640

d) Warrants

Expiry Date	Number	Exercise Price
July 15, 2025	20,951,500	0.10
August 11, 2025	12,020,085	0.15
October 13, 2025	2,256,765	0.15
December 2, 2025	4,460,500	0.15
December 2, 2025	535,260	0.10
December 22, 2025	3,088,677	0.15
December 22, 2025	352,941	0.10
December 14, 2025	4,900,000	0.10
December 28, 2025	4,520,000	0.10
December 14, 2026	13,418,000	0.10
December 28, 2025	2,786,000	0.10
Outstanding and exercisable	69,289,728	$ 0.116

19