Delta Resources Limited — Management Reports 2023

Aug 21, 2023

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DELTA RESOURCES LIMITED (an exploration company)

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the three- and six-month periods ended June 30, 2023 and 2022

INTRODUCTION

This Management’s Discussion and Analysis (“MD&A”) of results of operations and financial condition of Delta Resources Limited (“Delta” or “the Company”) describes the operating and financial results of the Company for the six-month periods ended June 30, 2023 and 2022. The MD&A supplements the Financial Statements of the Company and should be read in conjunction with Delta Financial Statements and related notes for the period ended June 30, 2023 and 2022.

Forward-Looking Statements

This MD&A contains forward-looking statements about the Company’s future prospects, and the Company provides no assurance that actual results will meet such expectations of management. The use of any of the words "believe", "expect", "estimate", "will", "should", "intend" and similar expressions are intended to identify forward-looking statements. 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. The Company believes these expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward looking statements should not be unduly relied upon. The forward-looking information contained in this MD&A represents our expectations as of the date of this MD&A and, accordingly, is subject to change after such date. We expressly disclaim any intention or obligation to update or revise any forwardlooking information, whether as a result of new information, future events or otherwise, except as required by applicable law.

Date of MD&A

This MD&A was prepared using information that is current as at August 21, 2023, unless otherwise stated.

Company Overview

Delta Resources Limited is focused on growing shareholder value through the acquisition, exploration, and development of potential gold and base metal projects in Canada. Currently, Delta has two exploration projects: the Delta-1 project (Eureka) in the Thunder Bay district of Ontario, the Delta-2 project (R-14) in the Chibougamau Mining district of Québec. Delta also counts the Gravel Ridge, Bylund, Beaucage, Ojala, Maxwell, Tremblay, Gold Cache, Impala and Hackl properties which are contiguous or adjacent to the Delta-1 project in Ontario, and the Dollier property, an option that is contiguous to the Delta-2 project in Québec. Delta also owns a 1% Net Smelter Return Royalty on the Bellechasse project and its gold resource located in the Beauce Region of Southeastern Québec. All projects are located in Canada.

Chronological 2023 Summary Highlights

On January 23, 2023, Delta entered into a five-year lease agreement with the surface and mining rights landowners of the Maxwell Property. Delta will have the exclusive right to explore the property and to purchase a 100% interest in both the surface and mining rights to the property. Should Delta elect to purchase the property, it will pay market value times ten (10). Delta has made a one-time cash payment of $60,000 to the landowners to cover the five-year lease. There are no work commitments nor were any shares of the Company issued or to be issued. Should Delta elect to purchase the property during the five-year period, the landowners will retain a 2% NSR royalty of which Delta can elect to buy back 1% at any time for the sum of $1,000,000.

On January 30, 2023 the Company completed a non-brokered private placement by issuing 4,500,000 units of the Company at a price of $0.10 per unit, for gross proceeds of $450,000. Each unit consists of one common share and one common share purchase warrant exercisable for up to 24 months from closing at $0.18.

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On February 14, 2023, the Company granted 2,830,000 stock options to management, the board of directors and consultants. The options are exercisable at $0.10 for 5 years from the date of the grant and vest immediately.

In March 2023, the Company received $140,000 who represented the last tranche of the $200,000 grant from The Ontario Junior Exploration Program to further advance its Delta-1 Gold Property.

On April 4, 2023, the Company granted 550,000 stock options to consultants. The options are exercisable at $0.41 for 5 years from the date of the grant and vest immediately.

On April 18, 2023, the Company announced that it has accelerated the completion of an Option Agreement dated October 2, 2019 to acquire a 100% undivided interest in the Eureka Property. Delta paid $150,000 to complete the acquisition in the 245 claims.

On May 4, 2023, Delta announces that it has acquired eight additional claims, the Tremblay Property, near its Delta-1 property in Thunder Bay, Ontario. Delta will issue 80,000 shares to earn a 100% interest in the claims. The vendor retains a 2% NSR of which Delta can elect to buy back 1% at any time for the sum of $1,000,000.

On May 17, 2023 the Company completed a ”bought deal” private placement of 7,143,000 “flowthrough” units at a price of $0.63 per flow-through unit, for gross proceeds of $4,500,090; and 12,222,400 units at a price of $0.45 per unit for gross proceeds of $5,500,080, for aggregate gross proceeds to the Company of $10,000,170.

Between April and May 26, 2023, the Company received $61,163 following the exercise of 244,650 brokers warrants at a price of $0.25 each.

Between April and May 26, 2023, the Company received $184,733 following the exercise of 878,930 warrants at a price between $0.18 and $0.25 each.

In May 2022, the Company issued 200,000 common shares of the Company under the Option Agreement related to the Dollier Property.

On June 7, 2023, Delta acquired a 100% interest in 12 claims covering approximately 252 hectares contiguous and south of the Delta-1 Property by making a one-time $45,000 cash payment on signing. The Vendors retain a 2.0% NSR royalty of which Delta can elect to buy back 1.0% at any time for $1,000,000 and retain a first right of refusal on the remaining NSR (up to $4,000,000). There are no work commitments nor were any shares of the Company issued.

On June 8, 2023, Delta entered into an option agreement whereby it can earn a 100% interest in 97 claims covering 2,056.4 hectares located south of Delta-1. Delta has paid $50,000 on signing with an additional $50,000 to be paid upon the 1[st] , 2[nd] 3[rd] and 4[th] Anniversary for a total of $250,000. The Vendor retains a 2% NSR of which Delta can elect to buy back 1% at any time for $1,000,000 and the remaining 1% for $4,000,000. There are no work commitments nor were any shares of the Company issued.

On June 21, 2023, Delta entered into a five-year lease agreement with the surface and mining rights of the Schultz Property, covering approximately 59 hectares, located contiguous to the Delta1 property and on strike to Eureka. During the five-year lease period, Delta will have the exclusive right to explore the property and to purchase a 100% interest in both the surface and mining rights to the property. Should Delta elect to purchase the property, it will pay market value times ten. Delta has made a one-time cash payment of $90,000 to the landowners to cover the five-year lease. Should Delta elect to purchase the property during the five-year period, the landowners will retain a 2% NSR royalty of which Delta can elect to buy back 1% at any time for the sum of $1,000,000 and the remaining 1% for $4,000,000. There are no work commitments nor were any shares of the Company issued.

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On June 27, 2023 Delta acquired a 100% interest in 23 claims covering approximately 2,348.5 hectares, located immediately south of Delta-1, by making a one-time cash payment of $50,000. The vendor retains a 2% NSR with a 0.5% buyback for $1,000,000 and an additional 0.5% buyback for $1,000,000 and the remaining 1% for $4,000,000. There are no work commitments nor were any shares of the Company issued.

Subsequent events

On July 6, 2023, the Company granted 150,000 stock options at $0.32 valid for a five-year period.

On August 10, 2023, the Company received $360,000 following the exercise of 2,000,000 warrants at a price of $0.18 each.

DISCUSSION OF OPERATIONS

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DELTA-1 PROPERTY - EUREKA

The Delta-1 Property is located 50 km west of the City of Thunder Bay. The property covers 5,801.7 hectares or approximately 58 square kilometres and straddles the Trans-Canada Highway for easy access.

In October 2022, Delta made the final cash payment of $150,000 to earn a 100% interest in the property. The vendor has retained a 1.75% NSR royalty. Delta can purchase 0.75% for the sum of $1,000,000 and the remaining 1% for the sum of $4,000,000.

The Delta-1 Group of Properties also counts the following properties which are contiguous to or adjacent to the original Delta-1 option:

The Gravel Ridge Property which consists of 10 claims covering 706 hectares, contiguous or adjacent to the Delta-1 project in Ontario. Delta owns a 100% interest in the Gravel Ridge claims subject to a 1.75% NSR royalty. Delta has the right to buy back 0.75% NSR for the sum of $400,000 and retains a first right of refusal on the purchase of the remaining 1% NSR.

The Bylund Property which consists of one patent (surface and mining rights) covering 85 hectares contiguous to Delta-1. On August 6, 2022, Delta entered into a five-year lease agreement with the surface and mining rights landowners. During the five-year lease period, Delta will have the exclusive right to explore the property and to purchase a 100% interest in both the surface and mining rights to the property. Should Delta elect to purchase, it will pay market value times 10.

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Delta made a one-time cash payment of $60,000 to the landowners. There are no work commitments nor were any shares of the Company issued. Should Delta elect to purchase the property during the five-year period, the landowners will retain a 2% NSR royalty of which Delta can elect to buy back 1% at anytime for the sum of $1,000,000.

The Beaucage Property which consists of two patents (surface and mining rights) covering 32 hectares contiguous to Delta-1. On November 1, 2022, Delta entered into a five-year lease agreement with the surface and mining rights landowners. During the five-year lease period, Delta will have the exclusive right to explore the property and to purchase a 100% interest in both the surface and mining rights to the property. Should Delta elect to purchase the property, it will pay market value times ten (10). Delta made a one-time cash payment of $40,000 to the landowners and will also issue 100,000 shares of the Company per year for 5 years, starting upon the signing of the Agreement.

The Ojala Property which consists of one patent (surface and mining rights) covering 67 hectares contiguous to Delta-1. On November 15, 2022, Delta entered into a five-year lease agreement with the landowners. During the five-year lease period, Delta will have the exclusive right to explore the property and to purchase a 100% interest in both the surface and mining rights to the property. Should Delta elect to purchase the property, it will pay market value times 10. Delta made a onetime cash payment of $45,000 to the landowners to cover the five-year lease. There are no work commitments nor were any shares of the company issued. Should Delta elect to purchase the property during the five-year period, the landowners will retain a 2% NSR royalty of which Delta can elect to buy back 1% at anytime for the sum of $1,000,000.

The Maxwell Property which consists of one patent (surface and mining rights) covering 47 hectares contiguous to Delta-1. On January 23, 2023 Delta entered into a five-year lease agreement with the surface and mining rights landowners. During the five-year lease period, Delta will have the exclusive right to explore the property and to purchase a 100% interest in both the surface and mining rights to the property. Should Delta elect to purchase the property, it will pay market value times 10. Delta made a one-time cash payment of $60,000 to the landowners to cover the five-year lease. There are no work commitments nor were any shares of the Company issued. Should Delta elect to purchase the property during the five-year period, the landowners will retain a 2% NSR royalty of which Delta can elect to buy back 1% at anytime for the sum of $1,000,000.

The Tremblay Property which consists of eight claims covering 177 hectares adjacent to the Delta-1 property. On April 24, 2023, Delta issued 80,000 shares of the Company to earn a 100% interest in the claims. The vendor retains a 2% NSR royalty of which Delta can elect to buy back 1% at anytime for the sum of $1,000,000.

The Impala Property which consists 23 claims covering approximately 2,348.5 hectares, located immediately south of Delta-1. On June 27, 2023 Delta acquired a 100% interest in the claims by making a one-time cash payment of $50,000. The vendor retains a 2% NSR with a 0.5% buyback for $1,000,000 and an additional 0.5% buyback for $1,000,000 and the remaining 1% for $4,000,000. There are no work commitments nor were any shares of the Company issued.

The Schultz Property which consists of one patent (surface and mining rights) covering approximately 59 hectares, located contiguous to the Delta-1 property and on strike to Eureka. On June 21, 2023, Delta entered into a five-year lease agreement during which Delta will have the exclusive right to explore the property and to purchase a 100% interest in both the surface and mining rights to the property. Should Delta elect to purchase the property, it will pay market value times ten. Delta has made a one-time cash payment of $90,000 to the landowners to cover the five-year lease. Should Delta elect to purchase the property during the five-year period, the landowners will retain a 2% NSR royalty of which Delta can elect to buy back 1% at any time for the sum of $1,000,000 and the remaining 1% for $4,000,000. There are no work commitments nor were any shares of the Company issued.

The Hackl Property which consists of 97 claims covering 2,056.4 hectares located south of Delta1. On June 8, 2023, Delta entered into an option agreement whereby it can earn a 100% interest

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in the claims. Delta has paid $50,000 on signing with an additional $50,000 to be paid upon the 1[st] Anniversary. An amount of $75,000 to be paid on 2[nd ] and 3[rd] Anniversary for a total of $250,000. The Vendor retains a 2% NSR of which Delta can elect to buy back 1% at any time for $1,000,000 and the remaining 1% for $4,000,000. There are no work commitments nor were any shares of the Company issued.

The Gold Cache Property which consists of 12 claims covering approximately 252 hectares contiguous and south of the Delta-1 property. On June 7, 2023, Delta acquired a 100% interest in Property by making a one-time $45,000 cash payment on signing. The Vendors retain a 2.0% NSR royalty of which Delta can elect to buy back 1.0% at any time for $1,000,000 and retain a first right of refusal on the remaining NSR (up to $4,000,000). There are no work commitments nor were any shares of the Company issued.

INTRODUCTION:

The Delta-1 Property is located 50 km west of the City of Thunder Bay, in the Thunder Bay Mining Division. The property is easily accessible as it straddles the Trans-Canada highway for 16 kilometres. The property can be further accessed by a series of forestry roads and haulage trails that cover much of the area.

The property covers 107 square kilometers comprising 299 contiguous unpatented claims (421 cells) owned and 97 unpatented claims (97 cells) under option and five (5) patents held 100% by Delta.

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Location map of the Delta-1 Property.

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Property contour of the Delta-1 property in Red.

EXPLORATION HISTORY:

Prior to Delta’s optioning of the property, only 42 drill holes had tested the property. More than half of these drill holes were aimed at Cu-Ni targets prior to 1972, while the rest targeted two small gold occurrences in the western portion of the property. The property had been sitting dormant since 2003.

Regional and Property Geology

The Archean supracrustal rocks of the Shebandowan greenstone belt belong to one of two contrasting packages of metavolcanic and metasedimentary rocks: 1) an early suite of mafic to felsic metavolcanic rocks of the Burchell and Greenwater assemblages; and 2) a later suit defined as the Shebandowan assemblage, consisting of sedimentary and volcanic rocks that unconformably overlie, and locally straddle, the previous two assemblages (Williams et al., 1991).

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Regional Geology of the Delta-1 property.

The older Greenwater assemblage (ca. 2720 Ma) referred to as Keewatin-type, is dominated by mafic to felsic metavolcanic rock cycles consisting of tholeiitic to calc-alkalic andesite, dacite and rhyolite, along with some komatiitic rocks (Rogers and Mercier 1995). It comprises three generally south-younging, bimodal volcanic cycles (Williams et al. 1991).

∼ The younger Shebandowan assemblage ( 2690 Ma) unconformably overlies the Greenwater assemblage and is dominated by clastic metasedimentary rocks, with subordinate calc-alkalic to alkalic intermediate metavolcanic rocks and intrusions (Williams et al. 1991). The clastic sedimentary rocks of the Shebandowan assemblage are often referred to as “Timiskaming-type” because of their similarity to the Timiskaming group rocks of the Abitibi greenstone belt (Cooke and Moorhouse 1969). The Sedimentary rocks of the Shebandowan assemblage are thought to have deposited in fault-bounded basins related to the Shebandowan Structural Zone during regional transpressive deformation at circa 2690 Ma.

In the Shebandowan Belt, the unconformity between the Greenwater and Shebandowan assemblages has a close spatial association with numerous gold occurrences (Stott and Schnieders 1983). The same spatial association is common throughout the Shebandowan, Wawa and Abitibi belts.

Structural Features

The Shebandowan Structural Zone (ca 2700 Ma) is a deep-seeded structure that marks the boundary between the Quetico and Shebandowan greenstone belt. At least three deformation phases are thought to have taken place (Williams et al. 1991). The Shebandowan region is affected by major northeast and northwest-striking faults.

The Saganaga Structural Zone (ca 2690 Ma) is documented as a sinistral, continental-scale shear zone striking over 200 kilometers from Minnesota northeastward. Timiskaming-like pull apart basins also mark the length of this structural zone with early alkaline volcanics and related intrusions dominating northeast basins.

The Shebandowan region is also affected by late major northeast and northwest-striking faults. The Crayfish Creek and Postans faults are late-stage dextral sense structural zones that may have reactivated the Shebandowan Shear Zone. Later-stage vertical movement is recorded by nearvertical lineations on the fault system at the Wawa-Quetico subprovince boundary.

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Regional Mineralization Models include Orogenic Gold Mineralization (Moss Lake, Pistol Lake and Bandore), VMS Mineralization (Coldstream) and Magmatic Ni-Cu-PGE Mineralization (Shebandowan “Inco” Mine).

Property Geology

Near the property, the Greenwater assemblage rocks generally occur south of Highway 11. The rocks are generally mafic to intermediate metavolcanics (including massive and pillowed flows) with local ultramafic flows (locally with spinifex textures). These metavolcanic flows are intercalated with thin horizons of graphitic mudstone, sulphide-bearing chert, jasper-magnetite and chert-magnetite iron formation all of which translate into highly conductive zones. Numerous gabbro sills and dikes intrude the Greenwater assemblage supracrustal rocks throughout this area .

Shebandowan assemblage rocks are found in the area along and immediately to the north of Highway11. This assemblage is dominated by clastic metasedimentary rocks, including conglomerate, sandstone, siltstone and mudstone. The rocks are interlayered with distinctive trachyte and trachyandesite flows that commonly display a patchy red and green appearance and tend to be amphibole-phyric. They are intruded by feldspar-phyric felsic to intermediate dikes, gabbroic intrusions and lamprophyre dikes.

Foliation is moderately well developed and generally strikes east-southeast with near-vertical dip. The rocks have been deformed into tight isoclinal folds with east-southeast striking axial planes. Shear zones that parallel the regional foliation occur throughout the area and is especially well developed along trends that coincide with gold-mineralized zones.

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Simplified geology of the Delta-1 property with gold occurrences

PROPERTY GOLD MINERALIZATION :

Gold mineralization at Delta-1 occurs as two distinct types:

The Kasper , South, Creek and Mattawin gold occurrences are hosted by thin horizons of sulphidic and graphitic chert and chert breccia (perhaps sulphidic iron formations). At the Kasper gold occurrence, a banded iron formation is also observed. The rocks are ankeritized and silicified and characterized by an abundance of sulphide (dominantly pyrite with lesser arsenopyrite).

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At the Eureka and Wedge Gold occurrences gold is associated with an organized stockwork of quartz-ankerite-pyrite veinlets ranging from 1mm to 10cm in width. Occasionally, fine grained disseminated visible gold is observed within the veinlets. Although visible gold is dominantly associated with the pyrite at the walls of the veinlets specks of visible gold also occur in the central portions of the quartz veinlets.

In drill core, gold grade is directly proportional to the density of veinlets present. The presence of a single 1cm veinlet in the core can result in gold grades exceeding 1.0 g/t Au over a one metre interval.

Gold mineralization is late and the quartz-ankerite-pyrite gold veinlets crosscut every lithologies.

Host rock alteration consists dominantly of intense ankeritization, albitization and silicification, with lesser sericitization combined with trace to 2% disseminated pyrite and trace arsenopyrite. At surface, rocks are weathered a dark rusty brown and rock textures are completely obliterated. In drill core and in fresh surface, textures of the sandstone, feldspar-amphibole-phyric intrusive and volcanics are locally recognized but typically also obliterated. The rock is massive, fine-grained, yellowish buff to pale grey with a common dusting of very fine-grained disseminated pyrite. Even without any veinlets present, the host rock typically contains highly anomalous gold. At Eureka, the extent of the alteration a mineralized halo containing 0.2 g/t Au to 0.4 g/t Au is defined over a minimum strike length of 1.5 kilometre and a true width of up to 187 metres.

DELTA EXPLORATION HISTORY:

Since optioning the Delta-1 Property in 2019, Delta has carried out several limited exploration programs in the area adjacent to the Gravel Ridge property. A summary of the exploration work by Delta Resources is provided below:

• 2019: A six-hole, 1009 m diamond drilling program which showed a very wide zone of low-grade gold mineralization intersected over a 200 meters strike length and extending vertically from the surface to a depth of up to 110 meters.

• 2020: A 134 sample glacial sediments sampling program which indicated a major in till gold anomaly at the Eureka zone, a second anomaly three kilometers SE of the Eureka gold Prospect, and a Cu-Ni-Co geochemical anomaly west of the Kasper Gold Occurrence.

• 2020: A geological mapping, prospecting & sampling program which defined the mineralized zone at Eureka as consisting of a broad envelope of low-grade gold, ranging from 0.2 g/t Au to 0.4 g/t Au. This gold halo was defined over a strike length of 1.2 km and a minimum width of 300 m, therefore significantly expanding the lithogeochemical gold halo that was previously defined during the 2019 drilling program.

• 2021: An eight-hole, 1370 m diamond drilling program which expanded the mineralized zone from the surface to a vertical depth of 150 meters.

• 2022: An eleven-hole, 3693 m diamond drilling program that has produced the best drill-hole interval so far at the Delta-1 project with hole D1-22-18 returning values of 5.92 g/t gold over 31.0 metres (Including 14.80 g/t Au over 11.9 meters and Including 72.95 g/t Au over 2.2 meters), hole D1-22-24 returning 6.49 g/t Au over 10.0 metres and hole D1-22-25 returning 130.0 g/t Au over 1.0 metre, 1.20 g/t Au over 20.0m and 1.66 g/t Au over 18.1 metres .

DELTA 2023 EXPLORATION:

Between January 1[st] and March 31, 2023, Delta completed 3,506 metres of drilling and intersected the gold zone in every drill hole, therefore extending the zone another 500 metres east of drill hole D1-22-25. Significant intersections include: 0.97 g/t gold over 162.8 metres (Including 2.06 g/t Au over 65.8 meters and Including 4.23 g/t Au over 26.2 meters), 1.29 g/t Au over 97.0 metres, 1.15 g/t Au over 89.7 metre, 0.86 g/t Au over 109.0 metres (Including 1.31 g/t Au over 42.5 meters, 1.21 g/t Au over 25.0 meters and 1.11 g/t Au over 26.5 metres) and bonanza grades such as 1636 g/t Au and 697 g/t Au respectively over 1.0 metres .

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A longitudinal section, cross section and table of best results are shown below.

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Vertical longitudinal section looking north 010° of the eastern part of the Delta-1 Gold Zone showing piercing points of drill holes with grades and metal factors. New results from this release are highlighted in yellow.

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Vertical cross section looking east of drill holes D1-23-31 and 32 showing the Alpha and Beta zones extending to surface while the Gamma Zone has not yet been tested near surface.

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TABLE OF ALL 2023 DRILL INTERCEPTS AT DELTA-1

DRILL HOLE NO	**UTM Coordinates Zone 16 **	**UTM Coordinates Zone 16 **	Azimuth	Incl.	Length (m)	ZONE	FROM (m)	TO (m)	Au Grade (g/t)	CORE LENGTH(m)
	Easting	Northing
D1-23-26	289947 5385383 180 -58 300					8.70 138.50 0.37 129.80
D1-23-27	290050 5385390 180 -40 270					α-β 16.80 110.00 0.45 93.20
	incl.					α-β 16.80 77.00 0.54 60.20
D1-23-28	290050 5385390 180 -68 300 incl.					α 44.90 62.00 0.63 17.10 β 105.00 117.60 1.91 12.60 105.00 113.60 2.46 8.60
D1-23-29	290150 5385360 180 -40 231					β 79.00 85.00 2.29 6.00 85.00 93.90 β 93.90 99.00 1.37 5.10 Late Diabase Dike
D1-23-30	290150 5385360 180 -65 303 incl. incl.					β+γ 73.20 236.00 0.97 162.80 α 51.20 59.10 0.62 7.90 β 73.20 139.00 2.06 65.80 β 76.00 102.20 4.23 26.20 β 79.00 80.10 49.91 1.10 γ 217.00 236.00 0.74 19.00
D1-23-31	290254 5385377 180 -40 247.5 incl. incl.					α-β 36.00 133.00 1.29 97.00 α 36.00 45.50 1.04 9.50 β 58.00 133.00 1.54 75.00 β 93.50 94.40 36.59 0.90 β 124.10 125.00 46.81 0.90 γ 198.00 204.00 0.79 6.00
D1-23-32	290254 5385377 180 -65 303 incl. incl.					α+β+γ 42.30 280.50 0.55 238.20 α+β 42.30 176.00 0.61 133.70 54.00 76.50 1.25 22.50 γ 243.50 280.50 1.15 37.00 271.50 280.50 2.62 9.00
D1-23-33	290363 5385355 180 -40 261 incl. Incl.					α+β 14.80 104.50 1.15 89.70 α 14.80 36.00 2.87 21.20 α 23.00 24.00 45.44 1.00 β 49.00 104.50 0.73 55.50 β 103.00 104.50 12.05 1.50 γ 173.50 193.00 0.72 19.50
D1-23-34	290363 5385355 180 -70 144.3					α+β+γ 33.00 142.00 0.86 109.00 α+β 33.00 75.50 1.31 42.50 α 33.00 45.00 2.08 12.00 β 50.50 75.50 1.21 25.00 γ 115.50 142.00 1.11 26.50
D1-23-35	290464 5385361 180 -40 258					α 25.00 32.00 1.23 7.00 β 89.00 143.00 0.80 54.00 γ 168.00 170.10 2.15 2.10
D1-23-36	290464 5385361 180 -65 354					α 41.00 50.00 1.76 9.00 β 137.00 162.50 0.80 25.50 γ 349.50 352.50 0.99 3.00
D1-23-37	289883 5385385 180 -70 312 incl.					α 18.00 122.60 0.37 104.60 β 141.00 294.50 0.44 153.50 γ 272.10 289.60 2.06 17.50
D1-23-38	290600 5385200 180 -45 222.5					β? 62.80 63.80 1636.00 1.00 β? 69.00 70.00 697.00 1.00 β? 90.00 95.00 1.73 5.00 β? 107.00 108.00 9.78 1.00

True widths ~65-87% of core lengths. Grades are uncut. α=Alpha, β=Beta, γ=Gamma

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Since the end of April 2023, Delta has completed 37 drill holes (from D1-23-39 to D1-23-75) for a total of 12,957 metres. The objective of the drilling program is to expand the Eureka gold deposit and to explore other areas of the Delta-1 property for similar mineralization. All results are pending from this phase of drilling.

Delta also carried out a surface exploration program in July 2023, including geological mapping, sampling and prospecting. Results are pending.

Delta-1 Planned Exploration for the remaining of 2023

Delta will continue its drilling program at Delta-1 and will start surface exploration at it’s newly acquired properties.

DELTA-2 PROPERTY – R-14

Introduction

The Delta-2 property is located roughly 35 kilometres south east of the town of Chibougamau, covers over 17,712.22 hectares (177 square kms) and is easily accessible via paved highway 167. With the addition of the Cartier Option, the property covers in excess of 194 square kilometres.

Delta own a 100% interest in the property subject to a 2% NSR Royalty.

Exploration History

The Delta-2 property was last explored in 2014 by D’Arianne Resources; the Company transitioned to a Phosphate explorer mid-program and abandoned the property.

Geology

The Delta-2 property is located in the Caopatina-Desmaraisville belt at the NE end of the Abitibi Volcanic Belt, just southeast of the Chibougamau and east of Chapais mining camps which account respectively for historic production of 47.5Mt at 1.72% Cu, 2.30 g/t Au and 24.2Mt at 2.24% Cu, 1.13 g/t Au.

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Simplified geology map of the Delta-2 Property.

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The Delta-2 property covers the north-eastern contact of the syn-volcanic La Dauversière pluton (2720 Ma). The La Dauversière pluton has a tonalitic composition and is thought to be responsible for many gold occurrences in the area such as the Chevrier Zone (43-101 Resource of 10.8Mt @ 1.22 g/t Indicated and 6.3Mt @ 1.27 g/t Au Inferred) and the R-14 Gold Prospect which is situated on the Delta-2 Property.

Immediately north of the La Dauversière Pluton, in the southern half of the property, rocks consist of massive to pillowed basalts of the Obatogamau Formation. The basalts are intercalated with thin horizons of intermediate to felsic volcanic rocks and are overlain by felsic volcanic rocks of the Waconichi Formation (host to the Lemoine VMS past producer).

The northern half of the property is underlain by andesites and basalts of the Bruneau Formation. In the NE part of the property, the Bruneau Formation rocks are overlain by the felsic and sedimentary rocks of the Blondeau Formation.

In the Chibougamau area, the Waconichi Formation is very prospective for VMS mineralization. In fact, the past producing Lemoine Mine (1975-1983: 757 585 tonnes @ 9.52% Zn, 4.18% Cu, 4.56 g/t Au and 82.26 g/t Ag), a small but very high-grade VMS deposit, is located approximately two kilometres north of the property boundary, hosted by the Waconichi Formation. A strike length of over 15-20 kilometres of this prospective contact is located on the Delta-2 property.

Stratigraphy is generally EW-trending and turns NE-SW in the eastern part of the property, generally wrapping around the more competent rocks of the La Dauversière and Boisvert plutons.

Extrusive rocks of the property are intruded by a number of small syn-volcanic mafic sills and dikes and felsic dikes that are genetically linked to the La Dauversière Pluton (Faure, 2012) and spatially associated with the R-14 gold prospect.

Mineralization

The property has excellent potential for both magmatic-hydrothermal gold deposits and gold-rich Volcanogenic Massive Sulphide (VMS) deposits:

• Magmatic Hydrothermal Gold Potential:

The potential for magmatic-hydrothermal gold deposits is illustrated by the Chevrier Gold Deposit (43-101 Resource of 10.8Mt @ 1.22 g/t Indicated and 6.3Mt @ 1.27 g/t Au Inferred) that lies nine kilometres west of the property in a very similar geological setting.

The property is also host to several gold occurrences, the most important of which is the R-14 Gold Prospect where mechanical trenching has exposed a gold-bearing dike swarm within a discordant alteration halo 3 kilometres long and 1 kilometre wide. At R-14, exceptional gold values of up to 142.29 g/t Au over core length of 2.44 metres have been intersected in the early 1980’s by Corner Bay Exploration (Brunelle, 1983 quoted by Faure, 2012).

The OLI Gold Occurrence:

The mineralized zones consist of quartz-carbonate-tourmaline-fuschite veins with up to 10% pyrite clusters, and disseminated pyrrhotite, chalcopyrite, sphalerite, and visible gold. Drilling and surface mechanical trenching now suggest that these veins are trending between 060 azimuth with a dip of approximately 65 degrees towards the south. The quartz veins are associated with felsic and mafic dikes. The mineralization is located approximately one kilometre north-east of the R-14 Gold prospect.

Gold-Rich Volcanogenic Massive Sulphide Potential:

The potential for gold-rich VMS deposits is well illustrated by the very rich Lemoine past producing mine (1975-83: 757,000t VMS deposit grading 9.52% Zn, 4.18% Cu, 4.56 g/t Au and 82.26 g/t Ag) which is located two kilometres north of the Delta-2 property limit. The Lemoine deposit is sitting on the Waconichi Formation, and the Delta-2 property covers well over 20 kilometres of this favourable stratigraphic horizon.

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East of the property boundary, the Guillaume-Cartier and Delinel Gold prospects are also gold-rich occurrences showing volcanogenic massive sulphide affinity. Drill hole intercepts of 27,52 g/t Au over 1m; 4,77 g/t Au sur 1m; 1,04 % Cu over 1m; 11,92 g/t Au over 1,0m; 6,65 g/t Au, 7,3 g/t Ag et 1,0 % Cu over 0,3m; 13,05 g/t Au over 1,2m, are reported at Guillaume-Cartier.

Exploration Work

2019 Exploration work

• In late 2019, three weeks were spent by Delta on geological mapping and prospecting. The initial two weeks were devoted to due diligence work prior to the property acquisition. Two new gold occurrences were discovered during the course of these three weeks (i.e. the Due Diligence Occurrence: up to 55.80 g/t gold in grab samples and the Snowfall gold occurrence up to 11.45 g/t gold in grab samples).

2020 Exploration work

• In January and February 2020, a Helicopter Borne VTEM survey covering the central part of the property, and a Drone high resolution magnetic survey in the southern part of the property were completed.

Short, isolated and conformable conductors that reflect the typical strike length of VMS deposits were then selected for field follow-up. No less than 30 conductors that have never been drill-tested or poorly-tested were selected for follow up.

• During the summer and fall of 2020, an extensive field program of geological mapping, sampling, prospecting, and mechanical trenching was carried-out, ground-proofing conceptual gold targets and VTEM anomalies.

• In November and December 2020, Delta completed 20 drill holes for a total of 3,431.5 metres. There were no significant results to report.

2021 Exploration work

• From January to March, 2021, Delta completed 18 drill holes for a total of 2,726.5 metres. Drill holes 21 to 25 and 30 and 31 were aimed at VMS targets while drill holes 26 to 29 and 32 to 37 were aimed at gold targets.

Drilling of the gold targets culminated with the new Oli Gold discovery. Significant results are shown below:

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TABLE OF COMPLETE DRILL RESULTS SO FAR AT THE OLI-GOLD DISCOVERY

Drill Hole No.	From	To	Width	Au
D2-21-28	24.60	27.10	2.50	18.88 g/t
Including			0.90	50.75 g/t
and	120.80	121.60	0.80	14.08 g/t
D2-21-29	25.70	27.00	1.30	3.96 g/t
and	116.40	117.60	1.20	1.81 g/t
D2-21-32	76.6	77.1	0.5	1.13 g/t
D2-21-33	No significant values.
D2-21-34	54.50	57.80	3.30	27.93 g/t
including	57.00	57.80	0.80	106.00 g/t
and	137.80	138.30	0.50	4.39 g/t
D2-21-34b	61.50	63.30	1.80	5.74 g/t
including	62.70	63.30	0.60	12.20 g/t
D2-21-35	54.00	57.50	3.50	12.13 g/t
including	56.80	57.50	0.70	56.70 g/t
D2-21-36	13.90	14.40	0.50	12.20 g/t
D2-21-37	No significant values.

True intercepts are believed to be close to drill intercept lengths.

• During the summer of 2021, Delta completed a gravimetric survey covering a 4.5 square kilometre area. Three residual gravimetric anomalies of 0.6 mgal were detected at the core of a syncline affecting the favourable sulphide-bearing horizon.

• During the summer and fall of 2021, Delta completed a program of geological mapping, sampling, prospecting and mechanical trenching. The program culminated in the discovery of the Lone Pine Gold Occurrence where grab samples returned 18.8 and 21.1 g/t Au.

Three drill holes for a total of 585 metres were also completed to test the depth extent of the OLI gold vein. The host structure was intercepted but the vein was not intersected and no significant results are reported.

• In November and December 2021, Delta completed sixteen (16) drill holes and deepened drill hole D2-21-27, for a total of 2,709 metres. The drilling program was aimed at gold targets between the OLI and R-14 gold occurrences. The structures and some quartzankerite-tourmaline veins were intersected during the course of the program. Best results are shown in the table below.

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2022 Exploration Work

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• 53 drill holes were completed for a total of 10,283 metres aimed at both gold and VMS targets.

• In April 2022, downhole EM geophysics was completed on eighteen (18) of the drill holes aimed at VMS targets. Several off-hole anomalies have been detected and are now being evaluated for further testing.

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• A 379.7-line km VTEM survey was also completed during the summer of 2022 at the Delta2 project. The survey covered the Dollier Property, which is contiguous to the east of the Delta-2 property, with 346 line-kilometres.

• Following the VTEM survey, a geological mapping, prospecting, sampling and mechanical trenching program was completed during the late-summer and fall of 2022 to ground-proof VTEM anomalies on both the Delta-2 property and the Dollier option.

DOLLIER PROPERTY

The Dollier property consists of 40 claims covering 2,228 hectares and is contiguous to the Delta2 VMS property to the east. The property is host to the Delinel Gold-Pyrite VMS prospect where best results include 25.1 g/t gold over 1.0m, 13.3 g/t gold over 1.2m and 11.9 g/t gold over 1.0m.

On May 13, 2021, Delta announced the signing of an option agreement with Cartier Resources Inc. (“Cartier”) whereby Delta shall have the sole and exclusive right to earn a 100% Interest by paying Cartier $10,000 in cash at signing; by completing the issuance in favour of Cartier of an aggregate of 600,000 common shares over three years (200,000 common shares already issued); and by incurring $1,000,000 in exploration expenditures over the four-year Option period.

Upon earning a 100% interest in the Dollier property, Cartier will be granted a 2% NSR production royalty. Delta will have the exclusive right to purchase the first 1% NSR for $2,000,000 and the second 1% NSR for $15,000,000.

Delta may elect at any time, on or before the Option Deadline to terminate the Option by delivering notice in writing to that effect to Cartier.

Exploration Work 2022

A 346-line km VTEM survey by Geotech Ltd was completed during the summer of 2022, followed by a geological mapping, prospecting and trenching program. Results of these programs are currently being evaluated to plan a drilling program in 2023.

Delta-2 and Dollier Planned Exploration for 2023

Delta is planning a drilling program of 3,000 to 4,000 metres in the fall or winter of 2023 at Delta-2.

Person In Charge of Technical Disclosure

Andre C. Tessier, P. Eng and P.Geo. President and CEO of the Company, is the qualified person under NI 43-101 on standards of disclosure for mineral projects that has reviewed and approved the technical content of this MD&A for the properties.

SUMMARY OF QUARTERLY AND YEAR TO DATE RESULTS

Summary of Annual Results

The following tables set out financial performance highlights for the past three fiscal years.

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This selected annual information should be read in conjunction with the audited financial statements filed on www.sedar.com for the year ended December 31, 2022.

RESULTS OF OPERATIONS

Results of Operations for the six-month period ended June 30, 2023

The comments below provide an analysis of the operating results for the six-month period ended June 30, 2023. The selected financial information shown below is taken from the condensed unaudited interim consolidated financial statements for each of the six-month periods indicated.

The Company recorded a net loss for the six-month period ended June 30, 2023 of $3,674,064 compared to net loss $2,619,848 for the six-month period ended June 30, 2022.

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Revenues

Revenues for the six-month period ended June 30, 2023 amounted to $44,040 ($3,036 in 2022), consisting in interest income. Given its status as an exploration company, the Company does not generate any steady income, and must finance its activities by issuing equity.

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Exploration and evaluation expenditures

Included in exploration and evaluation expenditures are fees incurred for work done on Delta-1 / Eureka and Delta-2 / R-14, Beaucage, Dollier, Bylund, Ojala, Tremblay, Gold Cache, Hackl, Schultz, Maxwell and Impala properties, during the six-month period ended June 30, 2023. In March 2022, the Company completed the sale of the Bellechasse Property.

Shareholders’ Information

Shareholders’ Information expenses consist of fees paid for website maintenance, SEDAR filings, annual meeting materials, dissemination of press releases and trade shows. The increase of $30,068 from the previous period was mainly due to investor relations and shareholder’s information expenses.

Legal, Financial and other corporate expenses

Legal, Financial and other corporate expenses were $271,742 for the six-month period ended June 30, 2023, compared to $202,639 for the six-month period ended June 30, 2022. The increase of $69,103 from the previous period was due an increase in business development, accounting and professional fees, expenses offset by a decrease in legal and consultant fees.

General and administrative expenses

General and administrative expenses for the six-month period ended June 30, 2023, consisted mainly of salaries and fringe benefits, travel expenses, promotional activities, office expenses and the Company’s claim renewal expenses. General and administrative expenses were $106,907 for the six-month period ended June 30, 2023 compared to $61,389 for the six-month period ended June 30, 2022. The variation of $45,518 was mainly due to part of the salaries and fringe benefits applied to the exploration and evaluation expenditures higher than in the comparative period and claims renewal expenses.

Share-based compensation

Share-based compensation expenses relate to stock options granted. The calculation of this noncash expense is based on the fair value of the stock options granted, amortized over the vesting period of the option using the graded vesting method. The Company uses the Black-Scholes model to calculate the compensation expense.

There was $393,922 ($320,387 in 2022) in share-based compensation for the six-month ended June 30, 2023. The expenses represent the issuance 3,380,000 (2,000,000 in 2022) stock options to management, board of directors and consultants.

Other

Included in Other is Part XII.6 tax return representing taxes payable on exploration and evaluation expenditures expenses incurred after January 31, 2023.

Gain on disposal of property and equipment

In March 2022, the Company completed the sale of the Bellechasse property. The property included a building and a land. A gain on disposal of property and equipment of 176,328 $ resulted from this transaction.

Results of Operations for the three-month period ended June 30, 2023

The comments below provide an analysis of the operating results for the three-month period ended June 30, 2023. The selected financial information shown below is taken from the condensed unaudited interim consolidated financial statements for each of the three-month periods indicated.

The Company recorded a net loss for the three-month period ended June 30, 2023 of $2,331,556 compared to net loss of $1,224,571 for the three-month period ended June 30, 2022.

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Revenues

Revenues for the three-month period ended June 30, 2023 amounted to $37,443 ($2,547 in 2022), consisting in interest income. Given its status as an exploration Company, the Company does not generate any steady income, and must finance its activities by issuing equity.

Exploration and evaluation expenditures

Included in exploration and evaluation expenditures are fees incurred for work done on Delta-1 / Eureka and Delta-2 / R-14, Beaucage, Dollier, Bylund, Ojala, Tremblay, Gold Cache, Hackl, Schultz and Impala properties, during the three-month period ended June 30, 2023 the Company incurred $2,112,899 ($1,249,076 in 2022).

Legal, Financial and other corporate expenses

Legal, Financial and other corporate expenses were $164,820 for the three-month period ended June 30, 2023, compared to $138,750 for the three-month period ended June 30, 2022 was due an increase in business development, accounting and professional fees, expenses offset by a decrease in legal and consultant fees.

General and administrative expenses

General and administrative expenses for the three-month period ended June 30, 2023, consisted mainly of salaries and fringe benefits, travel expenses, promotional activities, office expenses and the Company’s claim renewal expenses. General and administrative expenses were $63,077 for the three-month period ended June 30, 2023 compared to $36,520 for the three-month period ended June 30, 2022. The variation of $26,557 was mainly due to part of the salaries and fringe benefits applied to the exploration and evaluation expenditures higher than in the comparative period including new employees. Also included in the variation are the claim renewal expenses.

Share-based compensation

Share-based compensation expenses relate to stock options granted. The calculation of this noncash expense is based on the fair value of the stock options granted, amortized over the vesting period of the option using the graded vesting method. The Company uses the Black-Scholes model to calculate the compensation expense.

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There was $163,350 in share-based compensation for the three-month ended June 30, 2023. The expenses represent the issuance 5500,000 stock options to consultants. No similar activity was carried out during the three-month period ended June 30, 2022.

Other

Included in Other is Part XII.6 tax return representing taxes payable on exploration and evaluation expenditures expenses incurred after January 31, 2023.

Gain on disposal of property and equipment

In March 2022, the Company completed the sale of the Bellechasse property. The property included a building and a land. A gain on disposal of property and equipment of 176,328 $ resulted from this transaction.

The selected financial information below was taken from Delta’s unaudited interim financial statements for each of the following quarters:

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LIQUIDITY AND CAPITAL RESOURCES

Financings

The Company will look to add to its treasury, whenever necessary, through additional financing efforts to continue working on its exploration program.

The Company defines capital as shareholders’ equity. The Company’s objectives when managing capital are to:

• ensure sufficient liquidity to support its financial obligations and execute its operating and strategic plans;

• maintain financial capacity and access to capital to support future development of the business while taking into consideration current and future industry, market and economic risks and conditions; and

• utilize short term funding sources to manage its working capital requirements.

The Company has no externally imposed restrictions on capital.

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As at June 30, 2023, the Company’s cash were $9,746,603. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments. In order to continue its operations, the Company will have to find additional financing and despite the fact it has been successful in the past at raising funds, there can be no assurance the Company will be able to secure financing in the future or that these sources of funding will be available. There is a significant risk that the Company will be unable to secure further financing.

Cash Flow Information

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Operating Activities:

During the six-month period ended June 30, 2023 and 2022, funds used for operating activities were spent primarily on operations and promotion of the Company.

Investing Activities:

During the six-month period ended June 30, 2023, the financing activities consisted of purchase of material and equipment.

Financing Activities:

During six-month period ended June 30, 2023, financing activities consisted primarily of the exercise of option, warrants and broker warrants and the issuance of shares following private placement.

23

Disclosure of Outstanding Common shares and warrants as at June 30, 2023.

(a) Common shares and warrants

Authorized: An unlimited number of common shares, without par value:

Changes in Company common shares and warrants were as follows:

	June	30,	December 31,	December 31,
	2023			2022
	Number	Amount		Amount
		$	Number	$
Balance, beginning of period	73,444,508	38,259,528	49,226,674	35,793,654
Shares issued pursuant to private
placements(4)(8)(9)	16,722,400	5,950,080	9,585,000	958,500
Shares issued pursuant to flow-through
placement(5)(10)(11)(12)(13)(14)	7,143,000	3,642,930	13,232,834	1,487,176
Share issuance in consideration of
exploration and evaluation expenditures
(2)(6)(15)(16)(17)(18)	280,000	132,200	1,400,000	190,000
Options exercised(1)	50,000	21,852	-	-
Warrants exercises(3)	878,930	184,733	-	-
Broker warrants exercised (7)	244,650	71,421	-	-
Share issue costs	-	(1,236,723)	-	(169,802)
Balance, end ofperiod	98,763,488	47,026,021	73,444,508	38,259,528

• (1) On June 2, 2023, the Company received $13,000 following the exercise of 50,000 options at $0.26 each. An amount of $8,852 has been recorded and transferred from contributed surplus.

• (2) On May 26, 2023, the Company issued 200,000 common shares under the Option Agreement pursuant to the second anniversary related to the Dollier Property. The total fair value of the common shares issued of $89,000 was determined using the closing price on the TSX Venture Exchange as at May 26, 2023.

• (3) Between May 19, 2023 and April 27, 2023, the Company received $184,733 following the exercise of 878,930 warrants at $0.25 and $0.18 each.

• (4) On May 17, 2023, the Company issued 12,222,400 units at a price of $0.45 per unit, for gross proceeds of $5,500,080. Each unit consists of one common share and one share purchase warrant. Each warrant entitles its holder to purchase one common share of the Company at $0.63 for a 24-month period.

• (5) On May 17, 2023, the Company issued 7,143,000 National Flow-Through units at a price of $0.63 per unit, for gross proceeds of $4,500,090. Each unit consists of one common share and one half share purchase warrant. Each warrant entitles its holder to purchase one common share of the Company at $0.63 for a 24-month period. An amount of $4,500,090 was allocated to share capital, while an amount of $857,160 was attributed to other liabilities related to flow-through shares (Note 10).

• (6) On May 16, 2023, the Company issued 80,000 common shares under the Option Agreement related to the Tremblay Property. The total fair value of the common shares issued of $43,200 was determined using the closing price on the TSX Venture Exchange as at May 16, 2023.

• (7) Between March 16, 2023 and May 16, 2023, the Company received $63,163 following the exercise of 244,650 broker warrants at $0.25 each. An amount of $10,258 has been recorded and transferred from contributed surplus.

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• (8) On January 30, 2023 the Company completed a non-brokered private placement by issuing 4,500,000 units of the Company at a price of $0.10 per unit, for gross proceeds of $450,000. Each unit consists of one common share and one common share purchase warrant exercisable for up to 24 months from closing at $0.18.

• (9) On December 22, 2022, the Company issued 9,585,000 units at a price of $0.10 per unit, for gross proceeds of $958,500. Each unit consists of one common share and one share purchase warrant. Each warrant entitles its holder to purchase one common share of the Company at $0.18 for a 24-month period.

• (10) On December 22, 2022, the Company issued 1,658,923 National Flow-Through units at a price of $0.13 per unit, for gross proceeds of $215,660. Each unit consists of one common share and one half share purchase warrant. Each warrant entitles its holder to purchase one common share of the Company at $0.25 for a 24-month period. An amount of $215,660 was allocated to share capital, while an amount of $24,884 was attributed to other liabilities related to flow-through shares (Note 10).

• (11) On December 22, 2022, the Company issued 4,654,074 Québec Flow-Through units at a price of $0.14 per unit, for gross proceeds of $651,570. Each unit consists of one common share and one half share purchase warrant. Each warrant entitles its holder to purchase one common share of the Company at $0.25 for a 24-month period. An amount of $651,570 was allocated to share capital, while an amount of $116,352 was attributed to other liabilities related to flow-through shares (Note 10).

• (12) On December 15, 2022, the Company issued 2,307,694 National Flow-Through units at a price of $0.13 per unit, for gross proceeds of $300,000. Each unit consists of one common share and one half share purchase warrant. Each warrant entitles its holder to purchase one common share of the Company at $0.25 for a 24-month period. An amount of $300,000 was allocated to share capital, while an amount of $46,154 was attributed to other liabilities related to flow-through shares (Note 10).

• (13) On December 15, 2022, the Company issued 1,612,143 Québec Flow-Through units at a price of $0.14 per unit, for gross proceeds of $225,700. Each unit consists of one common share and one half share purchase warrant. Each warrant entitles its holder to purchase one common share of the Company at $0.25 for a 24-month period. An amount of $225,700 was allocated to share capital, while an amount of $48,364 was attributed to other liabilities related to flow-through shares (Note 10).

• (14) On December 15, 2022, the Company issued 3,000,000 Charity Flow-Through units at a price of $0.14 per unit, for gross proceeds of $420,000. Each unit consists of one common share and one half share purchase warrant. Each warrant entitles its holder to purchase one common share of the Company at $0.14 for a 24-month period. An amount of $420,000 was allocated to share capital, while an amount of $90,000 was attributed to other liabilities related to flow-through shares (Note 10).

• (15) In November 2022, the Company paid in cash an amount of $40,000 and issued 100,000 common shares of the Company pursuant the signature of the Beaucage Property Agreement. The total fair value of the common shares issued of $12,500 was determined using the closing price on the TSX Venture Exchange as at November 28, 2022.

• (16) In October 2022, the Company paid in cash an amount of $75,000 and issued 500,000 common shares of the Company pursuant to the third anniversary Eureka Property Agreement. The total fair value of the common shares issued of $45,000 was determined using the closing price on the TSX Venture Exchange as at October 3, 2022.

• (17) In October 2022, the Company paid in cash an amount of $100,000 and issued 700,000 common shares of the Company pursuant to the third anniversary of R-14 Property Agreement. The total fair value of the common shares issued of $122,500 was determined using the closing price on the TSX Venture Exchange as at October 17, 2022.

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• (18) On May 27, 2022, the Company issued 100,000 common shares under the Option Agreement related to the Dollier Property. The total fair value of the common shares issued of $10,000 was determined using the closing price on the TSX Venture Exchange as at May 26, 2022.

(b) Warrants

At June 30, 2023, the following exercisable warrants were outstanding:

Warrants	Price	Expiry
4,245,812	0.45	December 1, 2023
993,055	0.40	December 1, 2023
102,703	0.45	December 21, 2023
251,851	0.40	December 21, 2023
3,322,419	0.25	December 15, 2024
2,915,068	0.25	December 22, 2024
9,585,000	0.18	December 22, 2024
4,000,000	0.18	January 30, 2025
9,682,700	0,63	May 17, 2025
35,098,608

(c) Broker Warrants

At June 30, 2023, the following exercisable broker warrants were outstanding:

Broker warrants	Price	Expiry
56,000	0.40	December 1, 2023
570,613	0.45	December 1, 2023
235,538	0.25	December 15, 2024
630,369	0.25	December 22, 2024
35,000	0.25	January 30, 2025
1,095,256	0.45	May 17, 2025
2,622,776

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(d) Options

At June 30, 2023, the following exercisable stock options were outstanding:

Options	Exercisable	Price	Expiry
100,000	100,000	0.21	March 21, 2024
625,000	625,000	0.11	July 4, 2024
200,000	200,000	0.13	July 8, 2024
1,330,000	1,380,000	0.26	July 10, 2025
200,000	200,000	0.40	August 24, 2025
1,900,000	1,900,000	0.25	January 7, 2027
2,830,000	2,830,000	0.10	February 14, 2028
550,000	550,000	0.41	April 4, 2028
7,735,000	7,735,000

OFF-BALANCE SHEET ARRANGEMENTS AND COMMITMENTS

The Company has no off-balance sheet arrangements.

Commitments

In January 2021, the Company extended a lease contract for its Chibougamau office, starting January 1, 2022 and expiring in December 31, 2022. Minimum payments, totaling $22,500, were solely comprised of payments to be made in 2022.

In June 2023, the Company signed a lease contract for its Ontario office, starting August 1, 2023 and expiring in July 31, 2024. Minimum payments, totaling $23,040.

Under rules established by the ministère de l’Énergie et Ressources naturelles of the province of Québec, the Company already spend the amount required to maintain the claims on its properties in 2023

RELATED PARTY TRANSACTIONS

The following table reflects the remuneration of key management and directors of the Company:

	June 30,	June 30,
	2023	2022
	$	$
General administrative expenses(1)	65,518	35,857
Management fees(2)	30,000	30,000
Professional fees(3)	15,968	22,808
Exploration and evaluation expenditures(1)	14,016	36,446
Share-based payments	187,391	262,673
	312,893	387,784

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(1) During the six-month period ended June 30, 2023, a total of $79,534 (2022- $72,303) was paid to André C. Tessier, President and Chief Executive Officer of the Company. That total included (i) $ 65,518 (2022 - $35,857) as general and administrative expenses, (ii) $14,016 (2022 - $36,446) for exploration and evaluation expenditures of the Company. In relation with these transactions an amount of $6,136 was payable as at June 30, 2023 (2022 -Nil).

(2) During the six-month period ended June 30, 2023, the Company incurred management fees in the amount of $30,000 (2022 - $30,000), with 9132-8757 Québec Inc., a company owned by Frank Candido, Chairman of the board of directors and Vice-President of Corporate Communications of the Company. In relation with these transactions no amount was payable as at June 30, 2023 and 2022.

(3) During the six-month period ended June 30, 2023, the Company incurred professional fees in the amount of $15,968 (2022 - $22,808), with Nathalie Laurin, the Chief Financial Officer of the Company. In relation with these transactions no amount was payable as at June 30, 2023 and 2022.

The transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed by the related parties.

CRITICAL ACCOUNTING ESTIMATES, JUDGMENTS AND ASSUMPTIONS

When preparing its financial statements, management undertakes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgments, estimates and assumptions made by management. Information about critical judgments, estimates and assumptions that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses.

Critical judgments in applying the Company’s accounting policies are detailed in Note 4 of the most recent annual financial statements, filed on SEDAR (www.sedar.com).

SIGNIFICANT ACCOUNTING POLICIES

For more information on significant accounting policies of the Company, please refer to Note 4 to the most recent annual financial statements.

RISKS AND UNCERTAINTIES

Nature of Mineral Exploration and Development Projects

Mineral exploration is highly speculative in nature, involves many risks and frequently is nonproductive. There is no assurance that exploration efforts will continue to be successful. Success in establishing reserves is a result of several factors, including the quality of management, the Company’s level of geological and technical expertise, the quality of land available for exploration and other factors. Once mineralization is discovered, it may take several years in the initial phases of drilling until production is possible, during which time the economic feasibility of production may change. Substantial expenditures are required to establish proven and probable reserves through drilling, to determine the optimal metallurgical process to extract the metals from the ore and, in the case of new properties, to construct mining and processing facilities.

Because of these uncertainties, no assurance can be given that exploration programs will result in the establishment or expansion of resources or reserves. Whether a resource deposit will ultimately be commercially viable depends on several factors, including the particular attributes of the deposit such as the deposit’s size; its proximity to existing infrastructure; financing costs and the prevailing prices for the applicable minerals. Development projects have no operating history upon which to base estimates of future cash operating costs.

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Particularly for development projects, resource estimates and estimates of cash operating costs are, to a large extent, based upon the interpretation of geologic data obtained from drill holes and other sampling techniques, and feasibility studies, which derive estimates of cash operating costs based upon anticipated tonnage and grades of ore to be mined and processed, ground conditions, the configuration of the ore body, expected recovery rates of minerals from the ore, estimated operating costs, anticipated climatic conditions and other factors. As a result, it is possible that actual cash operating costs and economic returns could differ significantly from those estimated for a project before production. It is not unusual for new mining operations to experience problems during the start-up phase, and delays in the commencement of production often can occur. The Company’s business of exploring for mineral resources involves a variety of operational, financial and regulatory risks that are typical in the natural resource industry. The Company attempts to mitigate these risks and minimize their effect on its financial performance, but there is no guarantee that the Company will be profitable in the future, and the Company’s common shares should be considered speculative.

There can be no assurance that any funding required by the Company will become available to it, and if so, that it will be offered on reasonable terms, or that the Company will be able to secure such funding through third party financing or cost sharing arrangements. Furthermore, there is no assurance that the Company will be able to secure new mineral properties or projects, with or without the Share Consolidation, or that they can be secured on competitive terms.

Canada Customs and Revenue Agency

No assurance can be made that Canada Customs and Canada Revenue Agency will agree with the Company’s characterization of expenditures as Canadian exploration expenses or Canadian development expenses or the eligibility of such expenses as Canadian exploration expenses under the Income Tax Act (Canada).

Disclosure controls and procedures

Based on continual evaluations of the Company’s disclosure controls and procedures, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2023, the design and operation of these disclosure controls and procedures are effective at the reasonable assurance level to ensure that material information relating to the Company would be made known to them by others within the entity, particularly during the period in which the MD&A and the financial statements contained in this report were being prepared.

Internal controls over financial reporting

The Company’s Chief Executive Officer and Chief Financial Officer have designed, or have caused to be designed under their supervision, internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS. The Chief Executive Officer and Chief Financial Officer concluded that there has been no change in the Company’s internal control over financial reporting during the six-month period ended June 30, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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