Copper Road Resources — Management Reports 2025

May 30, 2025

COPPER ROAD RESOURCES INC.

INTERIM MANAGEMENT'S DISCUSSION AND ANALYSIS – QUARTERLY HIGHLIGHTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

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COPPER ROAD RESOURCES INC.
Interim Management's Discussion and Analysis - Quarterly Highlights
Three Months Ended March 31, 2025
Dated: May 28, 2025

Introduction

The following Unaudited Interim Management Discussion & Analysis ("Unaudited Interim MD&A") of Copper Road Resources Inc. (the "Company" or "Copper Road") for the three months ended March 31, 2025 has been prepared to provide material updates to the business operations, liquidity and capital resources of the Company since its last annual management discussion & analysis, being the Management Discussion & Analysis ("Annual MD&A") for the fiscal year ended December 31, 2024. This Unaudited Interim MD&A does not provide a general update to the Annual MD&A, or reflect any non-material events since the date of the Annual MD&A.

This Unaudited Interim MD&A has been prepared in compliance with section 2.2.1 of Form 51-102F1, in accordance with National Instrument 51-102 – Continuous Disclosure Obligations. This discussion should be read in conjunction with the Company's Annual MD&A, audited annual financial statements for the year ended December 31, 2024, and year ended December 31, 2023, together with the notes thereto, and unaudited condensed interim financial statements for the three months ended March 31, 2025, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The Company's unaudited condensed interim financial statements and the financial information contained in this Unaudited Interim MD&A are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee. The unaudited condensed interim financial statements have been prepared in accordance with International Standard 34, Interim Financial Reporting. Accordingly, information contained herein is presented as of May 28, 2025, unless otherwise indicated.

For the purposes of preparing this Unaudited Interim MD&A, management, in conjunction with the Board of Directors (the "Board"), considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Copper Road common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Additional information relating to the Company is available free of charge on the System for Electronic Document Analysis and Retrieval (SEDAR+) website at www.sedarplus.ca.

Cautionary Note Regarding Forward-Looking Statements

This Unaudited Interim MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as "forward-looking statements"). These statements relate to future events or the Company's future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this Unaudited Interim MD&A speak only as of the date of this Unaudited Interim MD&A or as of the date specified in such statement. The following table outlines certain significant forward-looking statements contained in this Unaudited Interim MD&A and provides the material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements.

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COPPER ROAD RESOURCES INC.
Interim Management's Discussion and Analysis - Quarterly Highlights
Three Months Ended March 31, 2025
Dated: May 28, 2025

Forward-looking statements	Assumptions	Risk factors
The Company will be able to continue its business activities and exploration of its property interests as currently planned.	The Company has anticipated all material costs and risks, and such costs and activities will be consistent with the Company's current expectations; the Company will be able to obtain equity funding when required.	Unforeseen costs to the Company will arise; any particular operating cost increase or decrease from the date of the estimation; capital markets not being favourable for funding resulting in the Company not being able to obtain financing when required or on acceptable terms; and obtaining the permits and approvals, and the renewals thereof, for the conduct of the Company's exploration activities.
The Company will be able to carry out anticipated business plans and exploration activities.	The operating activities of the Company for the twelve months ending March 31, 2026 will be consistent with the Company's current expectations.	Sufficient funds not being available; increases in costs; the Company may be unable to retain key personnel; and obtaining the permits and approvals, and the renewals thereof, for the conduct of the Company's exploration activities.

Inherent in forward-looking statements are risks, uncertainties and other factors beyond the Company's ability to predict or control. Please also make reference to those risk factors referenced in the "Risk Factors" section below. Readers are cautioned that the above chart does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements, and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this Unaudited Interim MD&A.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

Description of Business

The Company was incorporated on December 13, 2002, and is a reporting issuer in British Columbia, Alberta and Ontario. The Company's fiscal year end is December 31. The Company is engaged in the acquisition, exploration and evaluation of properties for the mining of precious and base metals.

On September 14, 2022, the Company changed its corporate name from Stone Gold Inc. to Copper Road Resources Inc. The Company's shares commenced trading on the TSX Venture Exchange ("TSXV") under the new name at the opening of trading on September 15, 2022 and under the new trading symbol "CRD".

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COPPER ROAD RESOURCES INC.
Interim Management's Discussion and Analysis - Quarterly Highlights
Three Months Ended March 31, 2025
Dated: May 28, 2025

Operational Highlights

Corporate

On March 21, 2025, 5,000,000 options with an exercise price of $0.15 expired unexercised.

At March 31, 2025, the Company had a working capital of $486,803, compared to working capital of $496,967 at December 31, 2024. The Company had cash of $43,886 at March 31, 2025, compared to $101,098 at December 31, 2024. The decrease in cash and working capital was predominately attributable to the repayment of trades payables.

Copper Road Project

On May 10, 2024, the Company completed the sale of its 100% interest in the 24,000-hectare Copper Road Project from the Company to Sterling Metals Corp. ("Sterling").

The following is a detailed list of expenditures incurred on the Company's Copper Road Project for the three months ended March 31, 2025 and 2024.

Copper Road Project	Three months ended March 31, 2025 ($)	Three months ended March 31, 2024 ($)
Consulting fees( recoverable)	(6,000)	nil
Drilling	nil	206
Legal fees	nil	180
Property acquisition costs	nil	55,000
Property maintenance	nil	1,370
Other	nil	3,592
Activity during the period	(6,000)	60,348

Mount Jamie North Property

The following is a detailed list of expenditures incurred on the Company's Mount Jamie North Property for the period ended March 31, 2025 and 2024.

Mount Jamie North Property	Three months ended March 31, 2025 ($)	Three months ended March 31, 2024 ($)
Property maintenance	nil	662
Activity during the period	nil	662

Trends and Economic Conditions

Management regularly monitors economic financial market conditions and estimates their impact on the Company's operations and incorporates these estimates in both short-term operating and longer-term strategic decisions. Beginning in Q2 of 2017 and until recently, equity markets in the junior resource exploration sector remain very difficult. The Company was able to raise $0.3 million in July 2022, $0.4 million in March 2023, $0.4 million in July 2023, $0.2 million in October 2023 and $0.1 million in September 2024.

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COPPER ROAD RESOURCES INC.

Interim Management's Discussion and Analysis - Quarterly Highlights

Three Months Ended March 31, 2025

Dated: May 28, 2025

Apart from the risk factors noted under the heading "Risk Factors", management is not aware of any other trends, commitments, events or uncertainties that would have a material effect on the Company's business, financial condition or results of operations.

Related Party Transactions

(a) Related party transactions

Related parties include the Board and officers, close family members and enterprises that are controlled by these individuals as well as certain consultants performing similar functions.

Remuneration of directors and key management personnel including Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO") and directors of the Company was as follows:

Management compensation and salaries and benefits	Three months ended March 31, 2025 ($)	Three months ended March 31, 2024 ($)
Birks Bovaird, Director	nil	3,000
Eric Szustak, Director	nil	3,000
John Timmons, CEO	nil	33,000
Mark Goodman, Director	nil	3,000
Marrelli Support Services Inc. (“Marrelli Support”), CFO fees (1)(2)	4,635	4,635
Matthew Rees	nil	3,000
Michael Waring	nil	3,000
Total	4,635	52,635
Share-based compensation	Three months ended March 31, 2025 ($)	Three months ended March 31, 2024 ($)
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Carmelo Marrelli, CFO		78
Shaun Drake, Corporate Secretary		78
Total	nil	156

(1) The amounts charged are conducted on normal market terms and are recorded at their exchange value.

(2) Professional fees are paid to Marrelli Support, an organization of which Carmelo Marrelli, the CFO of the Company, is Managing Director.

Salaries and benefits include director fees. The Board and select officers do not have employment or service contracts with the Company. Directors are entitled to director fees and stock options for their services and officers are entitled to fees and stock options for their services. As at March 31, 2025, officers and directors (excluding the CFO) were owed $nil (December 31, 2024 - $nil) and this amount was included in amounts payable and other liabilities.

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COPPER ROAD RESOURCES INC.
Interim Management's Discussion and Analysis - Quarterly Highlights
Three Months Ended March 31, 2025
Dated: May 28, 2025

The Company entered into the following transactions with related parties:

Names	Three months ended March 31, 2025	Three months ended March 31, 2024
Management compensation and salaries and benefits (i)	11,330	8,659
Dixcart Trust Corporation Limited ("Dixcart") (ii)	5,183	8,068
Total	16,513	16,727

(i) During the three months ended March 31, 2025, the Company paid professional fees of $11,330 (three months ended March 31, 2024 - $8,659) to Marrelli Support Services Inc., and certain of its affiliates, together know as the "Marrelli Group", for: (i) Carmelo Marrelli, beneficial owner of the Marrelli Group, to act as the CFO of the Company, (ii) bookkeeping and office support, (iii) regulatory filing services, and (iv) press release services. The Marrelli Group was owed $5,439 (December 31, 2024 - $nil) and these amounts were included in amounts payable and other liabilities.

(ii) Shaun Drake, who is the Corporate Secretary Officer of the Company, is an employee of Dixcart. During the three months ended March 31, 2025, the Company paid professional fees of $5,183 (three months ended March 31, 2024 - $8,068) to Dixcart. The amounts charged by Dixcart are recorded at their exchange value. As at March 31, 2025, Dixcart was owed $5,976 (December 31, 2024 - $14,561).

All amounts due to related parties are unsecured, non-interest bearing and due on demand.

(b) Major shareholders

To the knowledge of the directors and senior officers of the Company as at the date of this Interim MD&A, no person or corporation beneficially owns or exercises control or direction over common shares of the Company carrying more than 10% of the voting rights attached to all common shares of the Company. The Company is not aware of any arrangements that may at a subsequent date result in a change in control of the Company.

Financial Highlights

Financial Performance

Three months ended March 31, 2025, compared with three months ended March 31, 2024

The Company's net loss totaled $10,164 for the three months ended March 31, 2025, with basic and diluted loss per share of $0.00. This compares with a net loss of $364,451 with basic and diluted loss per share of $0.01 for the three months ended March 31, 2024. The decrease of $354,287 in net loss was principally because:

• Exploration and evaluation expenditures decreased by $67,010 to recoverable amount of $6,000 in the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The decrease was attributable to expenditures on the Copper Road Project made in the prior year. Refer to the "Copper Road Project" and "Mount Jamie North Property" sections above for more details;
• Professional fees decreased by $182,232 to $26,748 in the three months ended March 31, 2025, from $208,980 in the three months ended March 31, 2024 due to lower audit and legal fees incurred during the prior period;
• Share-based compensation decreased by $1,171 to $nil in the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The decrease is due to the timing of expensing the estimated fair value of stock options granted in prior periods. The Company expenses its stock options in accordance with the vesting terms of the stock options granted;

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COPPER ROAD RESOURCES INC.
Interim Management's Discussion and Analysis - Quarterly Highlights
Three Months Ended March 31, 2025
Dated: May 28, 2025

• Unrealized gain on marketable securities increased to $21,839 in the three months ended March 31, 2025, from $nil in the three months ended March 31, 2024. The increase in gain was attributable to the change in fair market value of investments in the current period.
• Loss on settlement of debt decreased in the three months ended March 31, 2025, to $nil compared to $19,007 for the same period in 2024 due to the issuance of 3,801,365 common shares of the Company to settle $190,068 of accounts payable for professional services in the comparative period. The fair value of the shares issued was $209,075, resulting in a loss on settlement of debt of $19,007;
• All other expenses related to general working capital expenditures.

The Company's total assets as at March 31, 2025 were $751,676 (December 31, 2024 - $800,430) against total liabilities of $264,873 (December 31, 2024 - $303,463). The decrease in total assets of $48,754 resulted from operating expenses incurred during the current period. The Company does have sufficient current assets to pay its existing liabilities of $264,873 as at March 31, 2025.

Liquidity and Financial Position

As at March 31, 2025, the past activities of the Company were primarily financed through equity and the exercise of stock options and warrants.

As at March 31, 2025, the Company had $43,886 in cash (December 31, 2024 - $101,098) and marketable securities of $676,982 (December 31, 2024 - $655,143). Cash decreased due to exploration expenditures and operating expenses incurred during the current period. Marketable securities increased is attributable to the change in fair market value of investments in the current period.

Amounts payable and other liabilities increased to $264,873 as at March 31, 2025, compared to $303,463 at March 31, 2024. The variation is primarily the result of fluctuations in amounts payable and other liabilities, which are usually paid as and when they become due.

The Company has no operating revenues; and therefore, must utilize its current cash reserves and other anticipated transactions to meet ongoing operating activities.

As of March 31, 2025, and the date of this Interim MD&A, the cash resources of the Company were held with one Canadian chartered bank.

The Company had no debt as at March 31, 2025, and its credit and interest rate risk is minimal. Amounts payable and other liabilities are short-term and non-interest bearing.

Management believes the Company will need to raise capital if an opportunity arises to conduct exploration expenses for its properties. Although the Company has been successful in raising funds to date, there can be no assurance that adequate funding will be available in the future, or under terms favourable to the Company, to continue operations.

See "Risk Factors" below and "Trends and Economic Conditions" above.

Cash Flow

At March 31, 2025, the Company had cash of $43,886 compared to $101,098 at December 31, 2024. The decrease in cash of $57,212 from the December 31, 2024 cash balance of $101,098 was a result of cash used in operating activities of $57,212. Operating activities were affected by adjustments for unrealized gain on marketable securities of $21,839, and net change in non-cash working capital balances of $25,209 because of a decrease in prepaid expenses of $2,930, a decrease in sales tax receivable of $10,451 and a decrease in amounts payable and other liabilities of $38,590.

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COPPER ROAD RESOURCES INC.
Interim Management's Discussion and Analysis - Quarterly Highlights
Three Months Ended March 31, 2025
Dated: May 28, 2025

Future Accounting Pronouncements

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2025. Many are not applicable or do not have a significant impact to the Company and have been excluded.

Presentation and Disclosure in Financial Statements (IFRS 18)

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. The new standards replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new categories and required subtotals in the statement of profit and loss and also requires disclosure of management-defined performance measures. It also includes new requirements for the location, aggregation and disaggregation of financial information. The standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim financial statements. Retrospective application is required and early adoption is permitted.

Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)

In May 2024, the IASB issued amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments – Disclosures. The amendments clarify the derecognition of financial liabilities and introduces an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system. The amendments also clarify how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance (ESG)-linked features and other similar contingent features and the treatment of non-recourse assets and contractually linked instruments (CLIs). Further, the amendments mandate additional disclosures in IFRS 7 for financial instruments with contingent features and equity instruments classified at FVOCI.

The amendments are effective for annual periods starting on or after January 1, 2026. Retrospective application is required and early adoption is permitted.

Outlook

The Company is engaged in the acquisition, exploration, and evaluation of properties for the mining of precious and base metals. Management is also actively assessing additional mineral property acquisition opportunities.

The junior resource sector continues to face significant challenges in securing financing to sustain ongoing projects. Broader macroeconomic risks, such as escalating trade tensions with the United States, may further strain the Canadian economy. The imposition of reciprocal import tariffs tends to be inflationary, potentially increasing operating costs across the board. Management, together with the Board, continues to monitor these developments and assess their potential impact on the Company's operations.

The recent rise in inflation has increased key operating costs, including service provider fees, legal and audit expenses, and the costs associated with maintaining reporting issuer status. Although the Company is actively working to manage and mitigate these expenses, inflationary pressures continue to pose a financial challenge.

Given these conditions, investment in the junior resource sector has become increasingly constrained. Commodity prices, including those for gold and other metals, remain highly volatile and may experience declines. The Company remains prudent in navigating these market dynamics and is adjusting its operations and expenditures accordingly. For additional information, see "Risk Factors."

Although there is no guarantee that further financing will be obtained, management remains optimistic that it will secure and advance a viable project. Under more stable market conditions, positive project results are expected to enhance the Company's ability to attract the funding required to pursue its growth initiatives.

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COPPER ROAD RESOURCES INC.
Interim Management's Discussion and Analysis - Quarterly Highlights
Three Months Ended March 31, 2025
Dated: May 28, 2025

Risk Factors

An investment in the securities of the Company is highly speculative and involves numerous and significant risks. Such investment should be undertaken only by investors whose financial resources are sufficient to enable them to assume these risks and who have no need for immediate liquidity in their investment. Prospective investors should carefully consider the risk factors that have affected, and which in the future are reasonably expected to affect, the Company and its financial position. Please refer to the section entitled "Risk Factors" in the Company's Annual MD&A for year ended December 31, 2024, available on SEDAR+ at www.sedarplus.ca.

Disclosure of Internal Controls

Management has established processes to provide them with sufficient knowledge to support representations that they have exercised reasonable diligence in that (i) the unaudited condensed interim financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the unaudited condensed interim financial statements, and (ii) the unaudited condensed interim financial statements fairly present in all material respects the financial condition, financial performance and cash flow of the Company, as of the date of and for the periods presented.

In contrast to the certificate required for non-venture issuers under National Instrument 52-109, Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"), the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures ("DC&P") and internal control over financial reporting ("ICFR"), as defined in NI 52-109. In particular, the certifying officers filing this certificate do not make any representations relating to the establishment and maintenance of:

(i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of unaudited condensed interim financial statements for external purposes in accordance with the issuer's generally accepted accounting principles (IFRS).

The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in the certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.