CopperEx Resources — Management Reports 2024

Feb 27, 2024

CopperEx Resources Corporation (formerly Gotham Resource Corp.) (A Capital Pool Company)

Management’s Discussion and Analysis

For the period ended December 31, 2023

Dated February 27, 2024

CopperEx Resources Corporation (formerly Gotham Resource Corp.) Management’s Discussion & Analysis December 31, 2023 (Expressed in Canadian Dollars)

INTRODUCTION

This management’s discussion and analysis (“MD&A”) for the nine months ended December 31, 2023, was prepared by management and approved and authorized for issue on February 27, 2024, for CopperEx Resources Corporation (formerly Gotham Resource Corp.) (the “Company” or “Gotham”) in accordance with International Financial Reporting Standards (“IFRS”). The MD&A should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements for the nine months ended December 31, 2023 and 2022 and the audited financial statements for the year ended March 31, 2023. Management is responsible for the preparation and integrity of the financial statements, including the maintenance of appropriate information systems, procedures, and internal controls to ensure that information used internally or disclosed externally, including the MD&A, is complete and reliable. All amounts are in Canadian dollars unless otherwise specified. Additional information is available on the Canadian System for Electronic Document Analysis and Retrieval (“SEDAR+”) at www.sedarplus.ca.

The Company’s management is responsible for presentation and preparation of the financial statements and the MD&A. The consolidated financial statements have been prepared in accordance with IFRS issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

The MD&A has been prepared in accordance with the requirements of securities regulators, including National Instrument 51-102 of the Canadian Securities Administrators.

FORWARD LOOKING STATEMENTS

This MD&A includes "forward‐looking statements", within the meaning of applicable securities legislation, which are based on the opinions and estimates of management and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith, and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein.

Forward‐looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar words suggesting future outcomes or statements regarding an outlook. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. These forward-looking statements include but are not limited to statements concerning:

• The Company’s success at completing future financings

• The Company’s strategies and objectives

• General business and economic conditions

• The Company’s ability to meet its financial obligations as they become due

• The positive cash flows and financial viability of new business opportunities

• The Company’s ability to manage growth with respect to a new business opportunities

• The Company’s tax position, anticipated tax refunds and the tax rates applicable to the Company

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CopperEx Resources Corporation (formerly Gotham Resource Corp.) Management’s Discussion & Analysis December 31, 2023 (Expressed in Canadian Dollars)

Readers are cautioned that the preceding list of risks, uncertainties, assumptions, and other factors are not exhaustive. Events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in or implied by these forward-looking statements. Due to the risks, uncertainties, and assumptions inherent in forward‐looking statements, investors in securities of the Company should not place undue reliance on these forward‐looking statements.

COMPANY OVERVIEW AND OUTLOOK

Gotham was incorporated under the British Columbia Business Corporations Act on October 8, 2020 and was, effective August 16, 2022, a Capital Pool Company as defined in the Policy 2.4 of the TSX Venture Exchange (the “Exchange”) Corporate Finance Manual (the “Manual”). The principal business of the Company was the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction ("QT"). The Company has not commenced commercial operations and has no assets other than cash. Given the nature of the activities, no separate segmented information is reported. The Company’s continuing operations, as intended, are dependent on its ability to secure equity financing with which it intends to identify and evaluate potential acquisitions of businesses, and once identified and evaluated, to negotiate an acquisition thereof or participation therein subject to receipt of regulatory and, if required, shareholders’ approval.

The head office and the registered head office of the Company is located at Suite 3000, 1055 Dunsmuir Street, Vancouver, British Columbia, Canada, V7X 1K8.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Company. These restrictions apply until completion of a QT by the Company as defined under the policies of the Exchange Policy 2.4.

During the nine months ended December 31, 2023, Gotham entered into a binding term sheet dated August 9, 2023, with CopperEx Holdings Corporation (formerly CopperEx Resources Corporation) (“CopperEx”), outlining the terms by which Gotham would acquire all of the issued and outstanding shares of CopperEx (collectively, the “CopperEx QT”). CopperEx was a private British Columbia incorporated company with exploration projects in Chile and an exploration project in Peru. The CopperEx QT closed subsequent to December 31, 2023.

The CopperEx QT constituted Gotham's “Qualifying Transaction”, as such term is defined in Exchange Policy 2.4 - Capital Pool Companies, and was completed by way of a three-cornered amalgamation, pursuant to which CopperEx amalgamated with 1442695 B.C. Ltd. ("Subco”), a wholly-owned subsidiary of Gotham incorporated on October 3, 2023 (which, following the CopperEx QT, is referred to as the “Resulting Issuer”) and CopperEx shareholders hold a majority of the shares of Gotham (each, a “Gotham Share”). Upon closing of the CopperEx QT on February 8, 2024, Gotham’s name changed to “CopperEx Resources Corporation” and CopperEx’s name changed to CopperEx Holdings Corporation. The Resulting Issuer is a Tier 2 mining issuer under the policies of the Exchange. On February 14, 2024, the Company resumed trading on the Exchange under the ticker symbol CUEX.

On October 13, 2023 Gotham and CopperEx entered into an amalgamation agreement in furtherance of and in order to complete the CopperEx QT (the “Amalgamation Agreement”). Pursuant to the terms of the CopperEx QT, each outstanding common share of CopperEx (each, a “CopperEx Share”) was exchanged for 0.682 of a Gotham Share.

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CopperEx Resources Corporation (formerly Gotham Resource Corp.) Management’s Discussion & Analysis December 31, 2023 (Expressed in Canadian Dollars)

The QT constituted an arm’s-length transaction, and as such, the QT did not require Gotham shareholder approval. In connection with the QT, Gotham completed a consolidation of outstanding Gotham Shares on the basis of three (3) pre-consolidation Gotham Shares for one (1) post-consolidation Gotham Share to take effect immediately after closing of the Transaction (the “Gotham Consolidation”). All references to share and per share amounts in this MD&A have been retroactively restated to reflect the share consolidation.

SUMMARY OF QUARTERLY RESULTS

The following table summarizes selected quarterly financial data reported by the Company.

Quarter Ended	Net (loss)/income	Basic and diluted (loss)/ earnings per share
December 31, 2023	($211,491)	($0.04)
September30,2023	($59,990)	($0.01)
June 30, 2023	($30,040)	($0.01)
March 31, 2023	$11,689	$0.00
December 31, 2022	($13,311)	($0.00)
September 30, 2022	($13,607)	($0.00)
June 30,2022	($9,408)	($0.00)
March 31,2022	($52,495)	($0.01)

The increase in loss during recent quarters was due to professional fees in connection with the CopperEx QT.

RESULTS OF OPERATIONS

	Three	months ended	Nine	months ended
		December 31,		December 31,
	2023	2022	2023	2022
	$	$	$	$
Expenses
Consulting fees	12,000	2,000	16,000	9,000
Professional fees	180,818	10,273	236,529	14,864
Property investigation	8,250	-	24,005	-
Office and sundry	2,654	255	3,309	2,230
Transferagent andfilingfees	7,769	783	21,678	10,232
Net loss and comprehensive loss	(211,491)	(13,311)	(301,521)	(36,326)
Basic and diluted loss per common
share	(0.04)	(0.00)	(0.06)	(0.01)
Weighted average number of
common shares outstanding	5,516,763	5,416,666	5,473,942	5,416,666

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CopperEx Resources Corporation (formerly Gotham Resource Corp.) Management’s Discussion & Analysis December 31, 2023 (Expressed in Canadian Dollars)

Nine months ended December 31, 2023, compared to the nine months December 31, 2022:

Consulting fees for the nine months ended December 31, 2023 were $16,000 (2022 - $9,000). These fees relate to external accounting services. The increase is due to the fees incurred in connection with the QT with CopperEx.

Professional fees for the nine months ended December 31, 2023 were $236,529 (2022 - $14,864). This relates to audit and legal fees incurred in connection with the QT with CopperEx.

Property investigation for the nine months ended December 31, 2023 were $24,005 (2022 - $Nil). This relates to property site visits and property due diligence costs incurred in connection with the QT with CopperEx.

Office and sundry for the nine months ended December 31, 2023 were $3,309 (2022 - $2,230). These fees relate to various office expenses.

Transfer agent and filing fees for the nine months ended December 31, 2023 were $21,678 (2022 - $10,232). The increase is due to an increase in the Company’s business activities.

Loss and comprehensive loss for the period

As a result of the activities discussed above, the Company experienced a loss and comprehensive loss for the nine months ended December 31, 2023 of $301,521 compared to a loss and comprehensive loss of $36,326 in the same period of 2022.

Three months ended December 31, 2023, compared to the three months December 31, 2022:

Consulting fees for the three months ended December 31, 2023 were $12,000 (2022 - $2,000). These fees relate to external accounting services. The increase is due to the fees incurred in connection with the QT with CopperEx.

Professional fees for the three months ended December 31, 2023 were $180,818 (2022 - $10,273). This relates to audit and legal fees incurred in connection with the Proposed QT with CopperEx.

Property investigation for the three months ended December 31, 2023 were $8,250 (2022 - $Nil). This relates to property site visits and property due diligence costs incurred in connection with the QT with CopperEx.

Office and sundry for the three months ended December 31, 2023 were $2,654 (2022 - $255). These fees relate to various office expenses.

Transfer agent and filing fees for the three months ended December 31, 2023 were $7,769 (2022 - $783). The increase is due to an increase in the Company’s business activities.

Income and comprehensive income for the period

As a result of the activities discussed above, the Company experienced a loss and comprehensive loss for the three months ended December 31, 2023 of $211,491 compared to $13,311 of a loss and comprehensive loss in the same period of 2022.

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CopperEx Resources Corporation (formerly Gotham Resource Corp.) Management’s Discussion & Analysis December 31, 2023 (Expressed in Canadian Dollars)

SHARE CAPITAL

a) Authorized

Unlimited common shares without par value

b) Share consolidation

Effective February 8, 2024, the Company consolidated its common shares on the basis of Shares on the basis of three (3) pre-consolidation Gotham Shares for one (1) post-consolidation Gotham Share. All references to share and per share amounts in this MD&A have been retroactively restated to reflect the share consolidation.

c) Share transactions

During the nine months ended December 31, 2023, 100,097 common shares were issued upon exercise of warrants for gross proceeds of $30,029. In connection with the issuance, a total of $12,042 was re-allocated from reserves to share capital.

There were no share transactions during the nine months ended December 31, 2022.

d) Escrow shares

As at December 31, 2023, the Company had 3,333,333 (March 31, 2023 – 3,333,333) common shares held in escrow. The shares will be released in four tranches every six months starting on the date of the final QT Exchange Bulletin, which was received February 12, 2024. An additional 750,000 (March 31, 2023 – 750,000) shares are subject to certain voluntary pooling restrictions and will be released following the same schedule as the shares that are held in escrow.

SHARE PURCHASE OPTIONS

A summary of the status of the Company’s outstanding and exercisable share purchase options is presented below:

	December 31, 2023 Number of Shares # Weighted Average Exercise Price $	March 31, 2023
		Number of Shares # Weighted Average Exercise Price $
Outstanding at beginning of period Granted	541,667 0.30 - -	541,667 0.30 - -
Balance at end ofperiod	541,667 0.30	541,667 0.30

As at December 31, 2023, 541,667 stock options were exercisable and outstanding at an exercise price of $0.30, an expiry date of August 16, 2031 and a remaining contractual life of 8.63 years.

Subsequent to December 31, 2023, all stock options were exercised for gross proceeds of $162,500.

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CopperEx Resources Corporation (formerly Gotham Resource Corp.) Management’s Discussion & Analysis December 31, 2023 (Expressed in Canadian Dollars)

SHARE PURCHASE WARRANTS

A summary of the Company’s share purchase warrants activity is presented below:

	December 31, 2023 Number of Shares # Weighted Average Exercise Price $	March 31, 2023
		Number of Shares # Weighted Average Exercise Price $
Outstanding at beginning of period Exercised Expired	106,667 0.30 (100,097) 0.30 (6,570) 0.30	106,667 0.30 - - - -
Balance at end of period	- -	106,667 0.30

As at December 31, 2023, the Company had no outstanding and exercisable share purchase warrants.

LIQUIDITY AND CAPITAL RESOURCES

The Company defines capital as consisting of shareholder’s equity (comprised of issued share capital, reserves, and deficit). Management’s objective is to provide investment management services to shareholders which includes investing in marketable securities for the purpose of returns in the form of investment income and capital appreciation, as well as the ability to meet its on- going operational obligations as they become due.

The Company manages its capital structure to maximize its financial flexibility making adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. The Company does not presently utilize any quantitative measures to monitor its capital, but rather relies on the expertise of the Company’s management to sustain the future development of the business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. As at December 31, 2023 the Company is not subject to any externally imposed capital requirements or debt covenants.

Cash flows used in operating activities were $132,089 during the nine months ended December 31, 2023 (2022 - $127,817).

As at December 31, 2023, the Company has current assets of $1,871,983 to settle current liabilities of $1,270,318, leaving the Company with working capital of $601,665. Management estimates that working capital available as at December 31, 2023 is sufficient to cover operations for the next twelve months.

The condensed interim consolidated financial statements have been prepared in accordance with IFRS applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. The accompanying condensed interim consolidated financial statements do not reflect adjustments that may be necessary if the going concern assumption were not appropriate. If the going concern basis were not appropriate, adjustments may be necessary to the carrying amounts and/or classification of assets and/or liabilities and the reported expenses in these financial statements. Such adjustments could be material.

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CopperEx Resources Corporation (formerly Gotham Resource Corp.) Management’s Discussion & Analysis December 31, 2023 (Expressed in Canadian Dollars)

RELATED PARTY TRANSACTIONS

Related party transactions are recorded at the exchange amount as agreed to by the parties. During the periods ended December 31, 2023 and 2022, the Company did not have any related party transactions.

RISKS AND UNCERTAINTIES

Refer to the February 2, 2024 Filing Statement filed on the Company’s SEDAR+ profile at www.sedarplus.ca for comprehensive risks and uncertainties.

FINANCIAL INSTRUMENTS

The Company is exposed to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Market Risk

Market risk is the risk that the fair value or future cash flows from a financial instrument will fluctuate because of changes in market prices or prevailing conditions. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk and are disclosed as follows:

(i) Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company holds no financial instruments that are denominated in a currency other than Canadian dollars. As at December 31,2023 the Company is not exposed to currency risk.

(ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in market risk. The Company’s sensitivity to interest rates relative to its cash balances is currently immaterial. The Company also has no long-term debt with variable interest rates, so it has no negative exposure to changes in the market interest rate.

(iii) Price rate risk

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 earnings due to movements in individual equity prices or general movements in the level of the stock market. Management closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company. Given the Company’s limited market exposure at this time it has assessed there to be a low level of price rate risk.

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets

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CopperEx Resources Corporation (formerly Gotham Resource Corp.) Management’s Discussion & Analysis December 31, 2023 (Expressed in Canadian Dollars)

including cash. The Company limits the exposure to credit risk by only investing its cash with high- credit quality financial institutions. Management believes that the credit risk related to its cash is negligible.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. As at December 31, 2023, the Company has current assets of $1,871,983 to settle current liabilities of $1,270,318, leaving the Company with working capital of $601,665. As such, management feels the Company has sufficient cash to fund corporate overhead costs and the repayment of the Company’s debt obligations for the next year.

Recognition

The Company recognizes financial assets and financial liabilities on the date the Company becomes a party to the contractual provisions of the instruments.

Classification

The Company classifies its financial assets and financial liabilities in the following measurement categories: i) those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss, and ii) those to be measured at amortized cost. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at fair value through profit or loss (irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains and losses are either recorded in profit or loss or other comprehensive income.

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

The Company has implemented the following classifications:

Cash	FVTPL
Accounts payable and accruedliabilities	Amortized cost

Measurement

All financial instruments are required to be measured at fair value on initial recognition, plus, in case of a financial asset or financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at FVTPL are expensed in profit or loss.

Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments or principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or other comprehensive income (irrevocable election at the time of recognition).

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CopperEx Resources Corporation (formerly Gotham Resource Corp.) Management’s Discussion & Analysis December 31, 2023 (Expressed in Canadian Dollars)

Additional fair value measurement disclosure includes classification of financial instrument fair values in a fair value hierarchy comprising three levels reflecting the significance of the inputs used in making the measurements which are as follows:

Level 1: Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Valuations based on directly or indirectly observable inputs in active markets for similar assets or liabilities, other than Level 1 prices, such as quoted interest or currency exchange rates; and

Level 3: Valuations based on significant inputs that are not derived from observable market data, such as discounted cash flow methodologies based on internal cash flow forecasts.

Cash held in trust is a level 1 financial instrument measured at fair value on the statement of financial position.

Cash held in trust consists of cash held by the Company’s legal counsel, which has no restrictions and is available on demand.

QUALIFYING TRANSACTION

During the nine months ended December 31, 2023, Gotham entered into a binding term sheet dated August 9, 2023, with CopperEx Holdings Corporation (formerly CopperEx Resources Corporation) (“CopperEx”), outlining the terms by which Gotham would acquire all of the issued and outstanding shares of CopperEx (collectively, the “CopperEx QT”). CopperEx was a private British Columbia incorporated company with exploration projects in Chile and an exploration project in Peru. The CopperEx QT closed subsequent to December 31, 2023.

The CopperEx QT constituted Gotham's “Qualifying Transaction”, as such term is defined in Exchange Policy 2.4 - Capital Pool Companies, and was completed by way of a three-cornered amalgamation, pursuant to which CopperEx amalgamated with 1442695 B.C. Ltd. ("Subco”), a wholly-owned subsidiary of Gotham incorporated on October 3, 2023 (which, following the CopperEx QT, is referred to as the “Resulting Issuer”) and CopperEx shareholders hold a majority of the shares of Gotham (each, a “Gotham Share”). Upon closing of the CopperEx QT, Gotham’s name changed to “CopperEx Resources Corporation” and CopperEx’s name changed to CopperEx Holdings Corporation. The Resulting Issuer is a Tier 2 mining issuer under the policies of the Exchange. On February 14, 2024, the Company resumed trading on the Exchange under the ticker symbol CUEX.

On October 13, 2023, Gotham and CopperEx entered into an amalgamation agreement in furtherance of and in order to complete the CopperEx QT (the “Amalgamation Agreement”). Pursuant to the terms of the CopperEx QT, each outstanding common share of CopperEx (each, a “CopperEx Share”) was exchanged for 0.682 of a Gotham Share.

The QT constituted an arm’s-length transaction, and as such, the QT did not require Gotham shareholder approval. In connection with the QT, Gotham completed a consolidation of outstanding Gotham Shares on the basis of three (3) pre-consolidation Gotham Shares for one (1) post-consolidation Gotham Share to take effect immediately after closing of the Transaction (the “Gotham Consolidation”). All references to share and per share amounts in these consolidated financial statements have been retroactively restated to reflect the share consolidation.

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CopperEx Resources Corporation (formerly Gotham Resource Corp.) Management’s Discussion & Analysis December 31, 2023 (Expressed in Canadian Dollars)

On February 8, 2024, the Company completed the Qualifying Transaction with CopperEx. Pursuant to the CopperEx QT, Gotham acquired all of the issued and outstanding common shares of CopperEx by issuing 19,021,013 common shares.

On February 8, 2024, the Company issued 1,421,367 subscription receipts for gross proceeds of $1,066,025. Each subscription receipt was converted into one common share of the Resulting Issuer and one-half of one Resulting Issuer warrant upon satisfaction of certain escrow release conditions and upon the completion of the CopperEx QT. Each whole warrant entitles the holder to purchase a common share at an exercise price of $1.00 up to February 8, 2025. The Company paid $45,960 in finders’ fees and issued 81,250 finders’ warrants exercisable at a price of $1.00 up to February 8, 2025.

On February 8, 2024, CopperEx subscription receipts of 2,607,204 subscription receipts for gross proceeds of $1,955,403 were converted into one common share of the Resulting Issuer and one-half of one Resulting Issuer warrant upon satisfaction of certain escrow release conditions and upon the completion of the CopperEx QT. Each whole warrant entitles the holder to purchase a common share at an exercise price of $1.00 up to February 8, 2025. CopperEx paid $76,523 in finders’ fees and issued 111,672 finder’s warrants exercisable at a price of $1.00 up to February 8, 2025.

OFF-BALANCE SHEET ARRANGEMENT

The Corporation currently has no off-balance sheet arrangement.

DISCLOSURE OF OUTSTANDING SHARE DATA

Authorized: Issued and outstanding:

Unlimited number of common shares

29,108,014 common shares as at February 27, 2024.

Options and warrants outstanding as at February 27, 2024:

	Security	Number	Exercise Price	Expiry Date
	Stock Options	1,091,196	$0.87	July 16, 2026
	Stock Options	79,566	$0.87	October 8, 2026
	Stock Options	136,397	$1.97	August 24, 2027
	Stock Options	34,100	$1.97	October 1, 2027
	Stock Options	448,981	$0.65	September 22, 2028
	TOTAL	1,790,240

	Security	Number	ExercisePrice	ExpiryDate
	Share Purchase Warrants	2,833,352	$3.29	June 17, 2024
	SharePurchase Warrants	795,340	$3.29	July15,2024
	Share Purchase Warrants	2,207,233	$1.00	February 8, 2025
	Share Purchase Warrants	475,064	$5.27	February 11, 2025
	SharePurchase Warrants	90,250	$5.27	July29,2025
	Share Purchase Warrants	300,015	$5.27	January 13, 2026
	TOTAL	6,701,254

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CopperEx Resources Corporation (formerly Gotham Resource Corp.) Management’s Discussion & Analysis December 31, 2023 (Expressed in Canadian Dollars)

DISCLOSURE CONTROLS AND PROCEDURES

In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer’s Annual and Interim Filings) (“NI 52-109”), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the consolidated financial statements for the three and nine months ended December 31, 2023 and this accompanying MD&A (together, the “Interim Filings”).

In contrast to the full certificate under NI 52-109, the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109. For further information the reader should refer to the Venture Issuer Basic Certificates filed by the Company with the Interim Filings on SEDAR at www.sedarplus.ca.

OTHER INFORMATION

Additional information related to the Company is available on the Company’s website at www.copperexcorp.com.

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