Copper Road Resources — Management Reports 2026

Apr 24, 2026

COPPER ROAD RESOURCES INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2025

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COPPER ROAD RESOURCES INC.
Management's Discussion and Analysis
Year Ended December 31, 2025
Dated: April 24, 2026

Introduction

The following management's discussion and analysis ("MD&A") of the financial condition and results of the operations of Copper Road Resources Inc. (the "Company" or "Copper Road") constitutes management's review of the factors that affected the Company's financial and operating performance for the year ended December 31, 2025. This MD&A was written to comply with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations. This discussion should be read in conjunction with the audited consolidated financial statements of the Company for the years ended December 31, 2025 and December 31, 2024, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The Company's consolidated financial statements and the financial information contained in this MD&A are prepared in accordance with IFRS® Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee ("IFRIC"). In the opinion of management, all adjustments (which consist only of normal recurring adjustments) considered necessary for a fair presentation have been included. Information contained herein is presented as of April 24, 2026, unless otherwise indicated.

For the purposes of preparing this 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 or on the Company's website at www.copperroadresources.ca.

Cautionary Note Regarding Forward-Looking Statements

This 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 MD&A speak only as of the date of this MD&A or as of the date specified in such statement. The following table outlines certain significant forward-looking statements contained in this 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.
Management's Discussion and Analysis
Year Ended December 31, 2025
Dated: April 24, 2026

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 have unrestricted access to the claims and patents to complete its exploration plans.	The Company will be able to financially accommodate the requirements of the impacted First Nations.	The Company's mineral exploration activities are subject to the rights of Indigenous Peoples, including First Nations, whose traditional territories may overlap with the Company's mineral claims and exploration projects in Canada. In Canada, Aboriginal and treaty rights are recognized and affirmed by the Constitution, and the Crown has a duty to consult, and where appropriate accommodate, Indigenous Peoples when it contemplates conduct that may adversely affect such rights. While this duty rests with the Crown, procedural aspects are often delegated to project proponents such as the Company, and regulators increasingly expect proponents to engage directly and meaningfully with affected Indigenous communities.
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 December 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 obtain 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 refer 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 MD&A.

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COPPER ROAD RESOURCES INC.
Management's Discussion and Analysis
Year Ended December 31, 2025
Dated: April 24, 2026

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.

Operational Highlights

Corporate

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

On July 7, 2025, the Company announced the appointment of Mr. Brian Howlett as President and Chief Executive Officer ("CEO"), effective immediately.

On October 3, 2025, the Company announced that it has granted 1,600,000 Options pursuant to the Plan to directors and officers of the Company. Each Option is exercisable into one common share of the Company at an exercise price of $0.05 for a five-year term expiring on October 3, 2030.

On October 20, 2025, 1,750,000 warrants with an exercise price of $0.15 and 122,500 warrants with an exercise price of $0.15 expired unexercised.

On November 2, 2025, 750,000 stock options with an exercise price of $0.15 expired unexercised.

On December 8, 2025, the Company announced that it has granted 2,000,000 Options pursuant to the Plan to consultants of the Company. Each Option is exercisable into one common share of the Company at an exercise price of $0.05 for a two-year term expiring on December 8, 2027.

On December 9, 2025, 50,000 stock options with an exercise price of $0.17 expired unexercised.

At December 31, 2025, the Company had a working capital of $4,186,204, compared to working capital of $496,967 at December 31, 2024. The Company had cash of $1,125,894 at December 31, 2025, compared to $101,098 at December 31, 2024. The Company also had marketable securities of $3,312,309 as compared to $655,143 at December 31, 2024. The increase in cash and working capital was predominately attributable to the sale of marketable securities of $332,550 and the gross proceeds from private placements completed in December 2025 of $1,084,900 which was offset by a decrease in amounts payable of $134,364.

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 years ended December 31, 2025 and 2024.

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COPPER ROAD RESOURCES INC.
Management's Discussion and Analysis
Year Ended December 31, 2025
Dated: April 24, 2026

Copper Road Project	Year ended December 31, 2025 ($)	Year ended December 31, 2024 ($)
Drilling	nil	206
Legal fees	nil	180
Property acquisition costs	nil	55,000
Property maintenance	nil	4,027
Other	nil	3,592
Activity during the year	nil	63,005

Mount Jamie North Project

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

On October 3, 2025, the Company announced that it has completed a drone mag survey over the Mount Jamie North Project in Red Lake, Ontario. The primary goal of this survey was to identify the mineral potential of these claims and the Company expects results to be issued in the near future.

Mount Jamie North Property	Year ended December 31, 2025 ($)	Year ended December 31, 2024 ($)
General and geology	nil	275,920
Property maintenance	8,103	662
Activity during the year	8,103	276,582

Ben Nevis Project

The following is a detailed list of expenditures incurred on the Company's Ben Nevis Project for the years ended December 31, 2025 and 2024.

Ben Nevis Property	Year ended December 31, 2025 ($)	Year ended December 31, 2024 ($)
Legal fees	2,519	nil
Activity during the year	2,519	nil

On December 8, 2025, the Company announced signed a non-binding Letter of Intent ("LOI") to option 174 cell claims (within 495 provincial grid cells) with a spatial exploration extent of approximately 10,232 hectares ("ha"), including 13 contiguous mining rights only patents for an additional 210 ha to the operational project area. The property includes parts of Ben Nevis, Clifford, Elliott, Arnold and Katrine townships, located in northeastern Ontario. This transaction consists of four (4) separate option agreements representing the first ever consolidation of the entire Ben Nevis Volcanic Complex into a single claim group holding. On January 29, 2026, the Company announced closing of the transaction.

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COPPER ROAD RESOURCES INC.
Management's Discussion and Analysis
Year Ended December 31, 2025
Dated: April 24, 2026

Off-Balance-Sheet Interests

The Company does not have any off balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on its financial performance or financial condition, including, without limitation, such considerations as liquidity, capital expenditures and capital resources that would be considered material to investors.

The Company currently has no promotional agreements in place.

Proposed Transactions

There are no proposed transactions of a material nature being considered by the Company, other than the one already disclosed in "Subsequent Events" section below. The Company continues to evaluate transactions that it may complete in the future.

Capital Management

The Company manages its capital with the following objectives:

• to ensure sufficient financial flexibility to achieve the ongoing business objectives including funding of future growth opportunities, and pursuit of accretive acquisitions and;
• to maximize shareholder return.

The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and industry in general. The Company may manage its capital structure by issuing new shares, repurchasing outstanding shares, adjusting capital spending, or disposing of assets. The capital structure is reviewed by management and the Board on an ongoing basis. The Company's ability to continue to carry out its operating activities is uncertain and dependent upon the continued financial support of its shareholders and securing additional financing.

The Company considers its capital to be equity, comprising share capital, reserves and accumulated deficit, which at December 31, 2025, totaled an equity of $4,186,204 (December 31, 2024 – $496,967) which is an increase of $3,689,237.

The Company manages capital through its financial and operational forecasting processes. The Company reviews its working capital and forecasts its future cash flows based on operating expenditures, and other investing and financing activities.

There are no restrictions on the Company's capital and there were no significant changes in the Company's approach to capital management for the reporting periods. The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than the TSXV, which requires adequate working capital or financial resources of the greater of (i) $50,000 and (ii) an amount required in order to maintain operations and cover general and administrative expenses for a period of six months.

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COPPER ROAD RESOURCES INC.
Management's Discussion and Analysis
Year Ended December 31, 2025
Dated: April 24, 2026

Selected Annual Financial Information

The following is selected financial data derived from the annual financial statements of the Company at December 31, 2025, 2024 and 2023 and for the years ended December 31, 2025, 2024 and 2023.

Description	Year ended December 31, 2025 ($)	Year ended December 31, 2024 ($)	Year ended December 31, 2023 ($)
Total income (loss)	2,713,673	5,440,970	(1,122,677)
Net income (loss) per common share – basic and diluted	0.04	0.09	(0.02)
Description	As at December 31, 2025 ($)	As at December 31, 2024 ($)	As at December 31, 2023 ($)
---	---	---	---
Total assets	4,448,969	800,430	42,275
Distribution	nil	5,174,973	nil

• The net income for the year ended December 31, 2025, consisted primarily of (i) unrealized gain on marketable securities of $2,898,966 and (ii) realized gain on sale of marketable securities of $90,750. This was offset by (i) general and administrative of $173,080; (ii) exploration and evaluation expenditures of $10,622; and (iii) share-based compensation of $92,341.
• The net income for the year ended December 31, 2024, consisted primarily of (i) sale of Copper Road Project of $6,810,744. This was offset by (i) general and administrative of $354,865; (ii) exploration and evaluation expenditures of $339,587; (iii) share-based compensation of $1,171, (iv) unrealized loss on marketable securities of $655,144 and (v) loss on settlement of debt of $19,007.
• The net loss for the year ended December 31, 2023, consisted primarily of (i) general and administrative of $526,671; (ii) exploration and evaluation expenditures of $574,755; and (iii) share-based compensation of $21,251.
• As the Company has no revenue, its ability to fund its operations is dependent upon its securing financing through the sale of equity, debt or assets. See "Risk Factors".

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COPPER ROAD RESOURCES INC.
Management's Discussion and Analysis
Year Ended December 31, 2025
Dated: April 24, 2026

Selected Quarterly Information

			Profit or (Loss)
Three Months Ended	Total Assets ($)	Total Revenue ($)	Total ($) (Unaudited)	Basic and Diluted Income (Loss) Per Share (9) ($) (Unaudited)
December 31, 2025	4,448,969 (10)	-	(1,472,479) (1)	(0.01)
September 30, 2025	4,907,380 (11)	-	3,819,496 (2)	0.06
June 30, 2025	1,148,790 (11)	-	376,820 (3)	0.01
March 31, 2025	751,676 (11)	-	(10,164) (4)	(0.03)
December 31, 2024	800,430 (10)	-	(994,357) (5)	(0.02)
September 30, 2024	1,597,657 (11)	-	(28,094) (6)	(0.00)
June 30, 2024	1,593,715 (11)	-	6,827,872 (7)	0.12
March 31, 2024	136,285 (11)	-	(364,451) (8)	(0.01)

Notes:

(1) Net loss of $1,472,479 resulted mainly from unrecorded loss on marketable securities of $1,308,449, exploration and evaluation expenditures of $11,149, reporting issuer recovery of $7,419, professional fees of $24,666 and offset by shareholder and investor relations recovery of $918.

(2) Net income of $3,819,496 resulted mainly from unrecorded gain on marketable securities of $3,785,053, realized gain on sale of marketable securities of $79,130, offset by professional fees of $24,850, reporting issuer costs of $10,623, and office and general of $3,549.

(3) Net income of $376,820 resulted mainly from unrealized gains on marketable securities of $400,523, realized gain on sale of marketable securities of $14,020, and offset by professional fees of $19,598, reporting issuer costs of $7,373, and shareholder and investor relations expenses of $6,921.

(4) Net loss of $10,164 resulted mainly from exploration and evaluation recovery of $6,000, offset by professional fees of $26,748, reporting issuer costs of $7,008, and office and general of $4,018.

(5) Net loss of $994,357 resulted mainly from unrecorded loss on marketable securities of $655,144, exploration and evaluation expenditures of $275,920, reporting issuer recovery of $413, shareholder and investor relations expenses of $9,009 and professional fees recovery of $156,685.

(6) Net loss of $28,094 resulted mainly from professional fees of $79,396, director fee recovery of $69,000, reporting issuer costs of $9,984, and shareholder and investor relations expenses of $1,134.

(7) Net income of $6,827,872 resulted mainly from the sale of the Copper Road Project of $6,945,260, exploration and evaluation expenditures of $2,657, professional fees of $50,067, management compensation of $30,000, director fees of $9,000, reporting issuer costs of $17,400, and shareholder and investor relations expenses of $4,089.

(8) Net loss of $364,451 resulted mainly from exploration and evaluation expenditures of $61,010, professional fees of $208,980, management compensation of $30,000, director fees of $18,000, reporting issuer costs of $10,846, shareholder and investor relations expenses of $3,147, share-based compensation of $1,171 and loss on settlement of debt of $19,007.

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COPPER ROAD RESOURCES INC.
Management's Discussion and Analysis
Year Ended December 31, 2025
Dated: April 24, 2026

(9) Per share amounts are rounded to the nearest cent; therefore, aggregating quarterly amounts may not reconcile to year-to-date per share amounts.
(10) Audited.
(11) Unaudited.

Trends

Financial Markets and Access to Capital

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. Recently, equity markets in the junior resource exploration sector have become bullish after being difficult for many years. The Company was able to raise $0.1 million in September 2024 and $1.1 million in December 2025.

Inflation and Cost Increases

Inflation increases major operating expenses like service provider costs such as accounting, costs of being a reporting issuer, legal and audit costs. The Company works to counteract rising expenses. Despite the best efforts to control costs where possible, inflationary pressures nonetheless introduce added financial burdens on the Company. In addition, external risks like a trade dispute with the U.S. could put significant strain on Canada's broader economy. Import tariffs and retaliatory tariffs are generally inflationary and would raise costs. Management, in conjunction with the Board, will continue to monitor these developments and their effect on the Company's business.

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.

United States Tariffs and Retaliatory Tariffs

Potential US-led tariffs imposed on Canada, and the retaliatory tariffs that Canada may implement, may impact the Company as tariff amounts and the goods to which they are applicable may vary. While the Company does not expect tariffs to have a significant impact on the Company's financial condition at this time, there is no assurance that any future changes in the tariffs and resulting downturns in the Canadian and global economic conditions will not adversely affect the Company.

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. The junior resource market is volatile.

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.

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COPPER ROAD RESOURCES INC.
Management's Discussion and Analysis
Year Ended December 31, 2025
Dated: April 24, 2026

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 CEO, Chief Financial Officer ("CFO") and directors of the Company was as follows:

Management compensation and salaries and benefits	Year ended December 31, 2025 ($)	Year ended December 31, 2024 ($)
Brian Howlett, CEO	15,000	nil
John Timmons, CEO (former)	nil	90,000
Matthew Rees	nil	(9,000)
Total	15,000	81,000
Share-based compensation	Year ended December 31, 2025 ($)	Year ended December 31, 2024 ($)
---	---	---
Brian Howlett, CEO	21,872	nil
Birks Bovaird, Director	13,123	nil
Carmelo Marrelli, CFO	4,374	78
Eric Szustak, Director	13,123	nil
Mark Goodman, Director	13,123	nil
Matthew Rees, Director	nil	156
Shaun Drake, Corporate Secretary	4,374	78
Total	69,989	312

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

Salaries and benefits include director fees. The Board and selected 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 December 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.
Management's Discussion and Analysis
Year Ended December 31, 2025
Dated: April 24, 2026

The Company entered into the following transactions with related parties:

Names	Year ended December 31, 2025	Year ended December 31, 2024
Management compensation and salaries and benefits (i)	57,576	47,464
Dixcart Trust Corporation Limited ("Dixcart") (ii)	17,176	20,093
Total	74,752	67,557

(i) During the year ended December 31, 2025, the Company paid professional fees of $57,576 (year ended December 31, 2024 - $47,464) to Marrelli Support, and certain of its affiliates, together known as the "Marrelli Group", for: (i) bookkeeping and office support, (ii) regulatory filing services, and (iii) press release services. The Marrelli Group was owed $14,482 (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 year ended December 31, 2025, the Company paid professional fees of $17,176 (year ended December 31, 2024 - $20,093) to Dixcart. The amounts charged by Dixcart are recorded at their exchange value. As at December 31, 2025, Dixcart was owed $3,021 (December 31, 2024 - $14,561).

(iii) Certain directors and officers of the Company subscribed to the December 2025 private placement for an aggregate of 1,333,334 units at a price of $0.04 per unit.

(iv) A director of the Company is a director of Sterling.

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 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 December 31, 2025, compared with three months ended December 31, 2024

The Company's net loss totaled $1,472,479 for the three months ended December 31, 2025, with basic and diluted loss per share of $0.03. This compares with a net loss of $994,357 with basic and diluted loss per share of $0.02 for the three months ended December 31, 2024. The increase of $478,122 in net income was principally because:

• Exploration and evaluation expenditures increased to $11,149 from $2,759,250 in the three months ended December 31, 2025, compared to the three months ended December 31, 2024. The increase was attributable to expenditures on the Mount Jamie Project and "Ben Nevis" Project made in the current period. Refer to the "Ben Nevis Project", "Copper Road Project" and "Mount Jamie North Project" sections above for more details;
• Professional fees decreased by $132,019 to $24,666 in the three months ended December 31, 2025, from $156,685 in the three months ended December 31, 2024 due to lower audit and legal fees incurred during the current period that were related to the Copper Road Project transaction;
• Unrealized loss on marketable securities decreased to $1,308,449 in the three months ended December 31,

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COPPER ROAD RESOURCES INC.
Management's Discussion and Analysis
Year Ended December 31, 2025
Dated: April 24, 2026

2025, from $655,144 in the three months ended December 31, 2024. The increase in loss was attributable to the change in fair market value of investments in the current period.

• Realized loss on sale of marketable securities increased to $2,400 in the three months ended December 31, 2025, from $nil in the three months ended December 31, 2024. The increase in gain was attributable to the sale of 78,000 shares of Sterling in the current period.
• All other expenses related to general working capital expenditures.

Year ended December 31, 2025, compared with year ended December 31, 2024

The Company's net income totaled $2,713,673 for the year ended December 31, 2025, with basic and diluted income per share of $0.04. This compares with a net income of $5,440,970 with basic and diluted income per share of $0.09 for the year ended December 31, 2024. The decrease of $2,727,297 in net income was principally because:

• Exploration and evaluation expenditures decreased by $328,965 to $10,622 in the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease was attributable to expenditures on the Mount Jamie and Ben Nevis Project. Refer to the "Ben Nevis Project", "Copper Road Project" and "Mount Jamie North Project" sections above for more details;
• Professional fees decreased by $85,896 to $95,862 in the year ended December 31, 2025, from $181,758 in the year ended December 31, 2024 due to lower audit and legal fees incurred during the current year;
• Share-based compensation increased by $91,170 to $92,341 in the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase is due to the grant of 3,600,000 options and their related vesting in the current periods. The Company expenses its stock options in accordance with the vesting terms of the stock options granted;
• Sale of Copper Road Project decreased in the year ended December 31, 2025, to $nil compared to $6,810,744 for the same period in 2024. The decrease was attributable to the cash and shares received from Sterling during the sale of the Copper Road Project during the prior year.
• Unrealized gain on marketable securities increased to $2,898,966 in the year ended December 31, 2025, from a loss of $655,144 in the year ended December 31, 2024. The increase in gain was attributable to the change in fair market value of investments in the current year.
• Realized gain on sale of marketable securities increased to $90,750 in the year ended December 31, 2025, from $nil in the year ended December 31, 2024. The increase in gain was attributable to the sale of 325,000 shares of Sterling in the current year.
• All other expenses related to general working capital expenditures.

The Company's total assets as at December 31, 2025 were $4,448,969 (December 31, 2024 - $800,430) against total liabilities of $262,765 (December 31, 2024 - $303,463). The increase in total assets of $3,648,539 resulted from unrealized gain on marketable securities and a financing that was closed on December 31, 2025 which was offset by operating expenses incurred during the current year. The Company has sufficient current assets to pay its existing liabilities of $262,765 as at December 31, 2025.

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COPPER ROAD RESOURCES INC.
Management's Discussion and Analysis
Year Ended December 31, 2025
Dated: April 24, 2026

Liquidity and Financial Position

As at December 31, 2025, the past activities of the Company were primarily financed through issuance of equity, the exercise of stock options and warrants and the sale of Sterling shares.

As at December 31, 2025, the Company had $1,125,894 in cash (December 31, 2024 – $101,098) and marketable securities of $3,312,309 (December 31, 2024 – $655,143). Cash increased due to a financing closed on December 31, 2025 that raised gross proceeds of $1,084,900, the sale of marketable securities which was offset by the operating expenses incurred during the current year. Marketable securities increase is attributable to the change in fair market value of investments in the current year.

Amounts payable and other liabilities decreased to $169,099 as at December 31, 2025, compared to $303,463 at December 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 notes that the flow-through share liability which represents $93,666 of current liabilities balance is not settled through cash payment. Instead, this balance is amortized against qualifying flow-through expenditures which are required to be incurred before December 31, 2026.

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

The Company had no debt as at December 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" above.

Cash Flow

At December 31, 2025, the Company had cash of $1,125,894 compared to $101,098 at December 31, 2024. The increase in cash of $1,024,796 was a result of cash used in operating activities of $284,643, cash provided by investing activities of $332,550 and cash provided by financing activities of $976,889. Operating activities were affected by adjustments for share-based compensation of $92,341, unrealized gain on marketable securities of $2,898,966, realized gain on marketable securities of $90,750, and net change in non-cash working capital balances of $100,941 because of a decrease in prepaid expenses of $353, a decrease in sales tax receivable of $33,070 and a decrease in amounts payable and other liabilities of $134,364. Investing activities were affected by proceeds from sale of marketable securities of $332,550. Financing activities were affected by proceeds from private placements of $1,084,900, and offset by share issue costs of $108,011.

New Accounting Standard Adopted

Certain pronouncements were issued by the IASB or IFRIC and have been adopted in the current period or are applicable for future periods.

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COPPER ROAD RESOURCES INC.
Management's Discussion and Analysis
Year Ended December 31, 2025
Dated: April 24, 2026

Lack of Exchangeability (Amendments to IAS 21)

In August 2023, the IASB amended IAS 21, The effects of changes in foreign exchange rates, to clarify when a currency is exchangeable into another currency; and how a company estimates a spot rate when a currency lacks exchangeability. Under the amendments, companies will need to provide new disclosures to help users assess the impact of using an estimated exchange rate on financial statements. The amendments apply for annual reporting periods beginning on or after January 1, 2025. The adoption did not have an impact on the Company's financial statements.

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, 2026. 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 replaced 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.

Financial Instruments

Financial risk

The Company's activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (including interest rate risk, foreign currency risk and price risk).

(i) Credit risk

Credit risk is the risk of loss associated with a counterparty's inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to cash. Cash is held with a major Canadian chartered bank, from which management believes the risk of loss to be minimal.

(ii) Liquidity risk

Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company's liquidity and operating results may be adversely affected if its access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or matters specific to the

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COPPER ROAD RESOURCES INC.
Management's Discussion and Analysis
Year Ended December 31, 2025
Dated: April 24, 2026

Company. The Company generates cash flow primarily from its financing activities or sale of assets. As at December 31, 2025, the Company had cash of $1,125,894 (December 31, 2024 - $101,098) to settle current liabilities of $262,765 (December 31, 2024 - $303,463). All of the Company's financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms. The Company regularly evaluates its cash position to ensure preservation and security of capital as well as liquidity.

The Company notes that the flow-through share liability which represents $93,666 of current liabilities balance is not settled through cash payment. Instead, this balance is amortized against qualifying flow-through expenditures which are required to be incurred before December 31, 2026.

The Company's ability to continually meet its obligations is uncertain and dependent upon the continued financial support of its shareholders and securing additional financing.

Fair Value Hierarchy

Financial instruments recorded at fair value on the statements of financial position are classified using a financial value hierarchy that reflects the significance of the inputs used in marking the measurements. The fair value hierarchy has the following levels:

• Level 1 - valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2 - valuation techniques based on inputs other than quoted prices including Level 1 that are observable for assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
• Level 3 - valuation techniques using inputs for the asset and liability that are not based on observable market data (unobservable inputs).

The Company's investment in Sterling Metals Corp. is classified as level 1.

(iii) 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 equity price.

a) Interest rate risk

The Company has cash balances and no interest-bearing debt at December 31, 2025. The Company periodically monitors the investments it makes and is satisfied with the creditworthiness of its Canadian chartered bank.

b) Foreign currency risk

The Company's functional and reporting currency is the Canadian dollar and major purchases are transacted in Canadian dollars. As a result, the Company's exposure to foreign currency risk is $nil.

c) Price risk

The ability of the Company to acquire new properties and the future profitability of the Company is directly related to the market price of certain minerals. The Company's risk management objectives are to ensure that business and financial exposures to risk that have been identified and measured are minimized using the most effective and efficient methods to reduce, transfer and, when possible, eliminate such exposures. Operating decisions contemplate associated risks and management strives to structure proposed transactions to avoid or reduce risk whenever possible.

The Company is exposed to price risk with respect to equity prices. Equity price risk is defined as the potential adverse impact on the Company's loss due to movements in individual equity prices or general movements in the level of stock market.

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COPPER ROAD RESOURCES INC.
Management's Discussion and Analysis
Year Ended December 31, 2025
Dated: April 24, 2026

The Company has $3,312,309 invested in marketable securities as at December 31, 2025. These investments are classified at fair value through profit and loss and are subject to equity price risk. The fluctuation in the price of these marketable securities could have a significant impact on the Company's profit or loss for the year ended December 31, 2025. The Company's year-end equity would also increase or decrease by the additional profit or loss amount. Had these investments increased/decreased by 10% with all other variables held constant, the Company's reported net income for the year ended December 31, 2025, would have been approximately $331,230 higher/lower.

Share Capital

As at the date hereof, the Company has 95,453,675 common shares, 29,096,357 warrants and 5,750,000 stock options issued and outstanding. The Company, therefore, has 130,300,032 common shares on a fully diluted basis.

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.

Commitments and Contingencies

Environmental contingencies

The Company's exploration activities are subject to various laws and regulations governing the protection of the environment. The Company believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations. Management estimates that there is no material financial effect of environmental contingencies as at the dates presented in the statements of financial position.

Flow-through shares

Pursuant to the terms of a flow-through share agreement, the Company has complied with flow-through contractual obligations to subscribers with respect to the Income Tax Act (Canada) requirements for flow-through shares. As of December 31, 2025, the Company is committed to incurring approximately $735,000 of current year Canadian Exploration Expenditures (as such term is defined in the Income Tax Act (Canada)) by December 31, 2026 arising from the flow-through offerings. The Company has indemnified the subscribers of

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COPPER ROAD RESOURCES INC.
Management's Discussion and Analysis
Year Ended December 31, 2025
Dated: April 24, 2026

previous flow-through issuance for any related tax amounts that become payable by the subscribers as a result of the Company not meeting its expenditure commitments. The Company believes that it has incurred all of the required eligible flow-through expenditures to satisfy all previous flow-through commitments.

Tax matters

In the ordinary course of business, the Company is subject to ongoing audits by tax authorities. While the Company believes that its tax filing positions are appropriate and supportable, from time to time, certain matters are reviewed and challenged by the tax authorities. The Company regularly reviews the potential for adverse outcomes in respect of tax matters. The Company believes that the ultimate disposition of any tax matters in dispute with tax authorities will not have a material adverse effect on its liquidity, financial position or results of operations because the Company believes that it has complied with the appropriate taxation rules. Should the ultimate tax liability materially differ from the Company's expectations, the Company's cash position could be affected positively or negatively in the period in which the matters are resolved.

Risk Factors

The operations of the Company are speculative due to the high-risk nature of its business, which is the acquisition, financing, exploration and evaluation of mining properties. The risks below are not the only ones facing the Company. Additional risks not currently known to the Company, or that the Company currently deems immaterial, may also impair its operations. If any of the following risks actually occur, the Company's business, financial condition and operating results could be adversely affected.

Nature of mineral exploration and mining

The Company recently optioned the Ben Nevis Volcanic Complex from 4 optionors. The Company's viability and potential success is based on its ability to develop, exploit, monetize or generate revenue from mineral deposits. The exploration and evaluation of mineral deposits involve substantial financial risk over a long period of time, which even a combination of careful evaluation, experience and knowledge may not eliminate. While discovery of a mine may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenses may be required to establish reserves by drilling and to construct mining and processing facilities at a site. It is impossible to ensure that the current or proposed exploration programs on properties in which the Company has an interest will result in a profitable commercial mining operation.

The operations of the Company are subject to all of the hazards and risks normally incident to exploration and development of mineral properties, any of which could result in damage to life and property or the environment and possible legal liability for any and all damage. The activities of the Company may be subject to prolonged disruptions due to weather conditions depending on the location of the operations in which the Company has interests. Hazards, such as unusual or unexpected geological structures, rock bursts, pressure, cave-ins, flooding or other conditions may be encountered in the drilling and removal of material. While the Company may obtain insurance against certain risks in such amounts it considers adequate, the nature of these risks is such that liabilities could exceed policy limits or could be excluded from coverage. There are also risks against which the Company cannot insure against or, which it may elect not to insure. The potential costs that could be associated with any liabilities not covered by insurance or in excess of insurance coverage or associated with compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting the future earnings and competitive position of the Company and, potentially, its financial position.

Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are the particular attributes of the deposit, such as size and grade, proximity to infrastructure, financing costs and governmental regulations, including regulations relating to prices, taxes, royalties, infrastructure, land use, importing and exporting and environmental protection. The effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.

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COPPER ROAD RESOURCES INC.
Management's Discussion and Analysis
Year Ended December 31, 2025
Dated: April 24, 2026

Fluctuating prices

Factors beyond the Company's control may affect the marketability of copper, gold or any other minerals discovered. Commodity prices have fluctuated widely and are affected by numerous factors beyond the Company's control. The effect of these factors cannot accurately be predicted.

Permits and licenses

The operations of the Company require licenses and permits from various governmental authorities. The Company believes that it holds all necessary licenses and permits required for carrying out the activities it is currently conducting under applicable laws and regulations, and that it is complying in all material respects with the terms of such licenses and permits. However, such licenses and permits are subject to change in regulations and in various operating circumstances. There can be no assurance that the Company will be able to obtain all necessary licenses and permits required to carry out exploration, development and mining operations at its projects.

Competition

The mineral exploration and mining business is competitive in all its phases. The Company competes with numerous other companies and individuals, including competitors with greater financial, technical and other resources than the Company, in the search for and the acquisition of attractive mineral properties, the acquisition of mining equipment and related supplies and the attraction and retention of qualified personnel. The ability of the Company to acquire properties, purchase required equipment and hire qualified personnel in the future will depend not only on its ability to develop its present properties, but also on its ability to identify, arrange, negotiate, select or acquire suitable properties or prospects for mineral exploration, source suitable equipment and hire qualified people. There is no assurance that the Company will continue to be able to compete successfully with its competitors in acquiring such properties or prospects, sourcing equipment or hiring people.

Environmental and climate change regulation

The operations of the Company are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner that means standards, enforcement, and fines and penalties for non-compliance, are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and their directors, officers and employees. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of future operations. Such impacts may have an adverse effect on the capital and operating cost of the Company's operations or those of its future customers that may materially affect future operations.

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COPPER ROAD RESOURCES INC.
Management's Discussion and Analysis
Year Ended December 31, 2025
Dated: April 24, 2026

Estimates of mineral resources may not be realized

The mineral resource estimates published from time to time by the Company with respect to its properties are estimates only and no assurance can be given that any particular level of recovery of minerals will in fact be realized or that an identified resource will ever qualify as a commercially mineable (or viable) deposit that can be legally and economically exploited. In addition, the grade of mineralization ultimately mined may differ from that indicated by drilling results and such differences could be material. Production can be affected by such factors as permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations, inaccurate or incorrect geological, metallurgical or engineering work, and work interruptions, among other things. Short-term factors, such as the need for orderly development of deposits or the processing of new or different grades, may have an adverse effect on mining operations or financial performance. There can be no assurance that minerals recovered in small-scale laboratory tests will be duplicated in large-scale tests under on-site conditions or in production-scale operations. Material changes in resources, grades, stripping ratios or recovery rates may affect the economic viability of projects. The estimated resources described herein should not be interpreted as assurances of mine life or of the profitability of future.

Dependence on key personnel

The Company is dependent on the services of its senior management and a small number of skilled and experienced employees and consultants. The loss of any such combination of individuals could have a material adverse effect on the Company's operations.

Limited financial resources

The existing financial resources of the Company are not sufficient to bring any of its properties into commercial production. The Company will need to obtain additional financing from external sources in order to fund the development of its properties. There is no assurance that the Company will be able to obtain such financing on favourable terms, or at all. Failure to obtain financing could result in delay or indefinite postponement of further exploration and development of the Company's properties. Trading in shares of the Company and any investment in the Company is highly speculative. No trading in securities of the Company or investment should be made without being able to lose the entire amount of such funds.

Extreme volatility

The Company has identified the extreme volatility occurring in the financial markets recently as a significant risk for the Company. As a result of the market turmoil, investors are moving away from assets they perceive as risky to those they perceive as safe. Companies like the Company are considered risk assets and as mentioned above are highly speculative. The volatility in the markets and investor sentiment may make it difficult for the Company to access the capital markets in order to raise the capital it will need to fund its current level of expenditure.

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 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 financial statements, and (ii) the 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.

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COPPER ROAD RESOURCES INC.
Management's Discussion and Analysis
Year Ended December 31, 2025
Dated: April 24, 2026

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 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.

Subsequent Events

(i) On January 29, 2026, the Company announced that it has entered into four separate option agreements to acquire options to earn a 100% interest in certain mining claims and patented mining claims, located in northeast Ontario (the "Ben Nevis Project"). The Company has made initial aggregate milestone payments of $37,500 and 2,250,000 common shares in connection with the acquisition of the Ben Nevis Project with the following payments remaining:

	Cash ($)	Shares
- Year 1	65,000	750,000
- Year 2	120,000	1,450,000
- Year 3	200,000	2,750,000
- Certain other events		2,000,000
Total	$385,000	6,950,000

The Company has also granted a 2% Net Smelter Return Royalty ("NSR") to the optionors over the optioned claims. The patents that were optioned have existing royalties and therefore no new royalties were created. The Company has the option to purchase ½ or 1.0% of the 2% NSRs for $2.5 million. The Company has a further option to purchase 0.5% of the NSRs over a portion of the claims for $3.0 million with a Right of First Refusal on the balance of the NSRs.

(ii) On March 16, 2026, the Company announced that it had closed a non-brokered private placement (the "Offering") for gross proceeds of $650,500 from the sale of 5,656,522 flow-through shares of the Company at a price of $0.115 per flow-through share ("FT Shares"). A certain officer of the Company subscribed for an aggregate of 23,698 FT Shares under the offering. In connection to the offering, the Company had agreed to pay a cash commission in the aggregate of $38,314 to eligible finders and to issue 250,478 finder warrants each exercisable for a common share of the Company at a price of $0.115 for a period of 18 months. The securities issued pursuant to the Offering will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws.

(iii) On April 22, 2026, the Company granted 400,000 Options to a consultant of the Company. Each Option is exercisable into one common share of the Company at an exercise price of $0.10 for a five-year term expiring on April 22, 2031.

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COPPER ROAD RESOURCES INC.
Management's Discussion and Analysis
Year Ended December 31, 2025
Dated: April 24, 2026

Additional Disclosure for Venture Issuers without Significant Revenue

Operating expenses	Year ended December 31, 2025 ($)	Year ended December 31, 2024 ($)
Professional fees	95,862	181,758
Management compensation	15,000	90,000
Director fees	nil	(9,000)
Reporting issuer costs	32,423	37,817
Office and general	14,364	24,911
Shareholder and investor relations	6,091	17,379
Business development	8,500	1,500
Bank charges	840	1,000
Part XII.6 tax expense	nil	9,500
Total	173,080	354,865

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