E2Gold Inc. — Management Reports 2025

Jun 30, 2025

E2Gold Inc.

Management’s Discussion and Analysis

For the Three and Nine Months Ended April 30, 2025

(Expressed in Canadian Dollars)

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E2Gold Inc.
Management's Discussion and Analysis
For the Three and Nine Months Ended April 30, 2025
(Expressed in Canadian Dollars)

The following Management's Discussion and Analysis ("MD&A") of the financial condition and results of operations of E2Gold Inc. ("E2Gold", "we" or the "Company") constitutes management's review of the factors that affected the Company's financial and operating performance for the three and nine months ended April 30, 2025 ("F2025"). This MD&A was written to comply with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations. This MD&A should be read in conjunction with the Company's unaudited condensed interim financial statements and related notes thereto for the three and nine months ended April 30, 2025 and 2024 (the "Q3 2025 Financials"), and its audited financial statements and the related notes thereto for the years ended July 31, 2024 and 2023 (the "2024 Financials"). Amounts are expressed in Canadian dollars unless otherwise stated. This MD&A contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors.

The Q3 2025 Financials and the financial information contained in this MD&A are prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS"). In the opinion of management, all adjustments considered necessary for a fair presentation have been included.

This MD&A reports the Company's activities through June 30, 2025, unless otherwise indicated. All figures are expressed in Canadian dollars, unless otherwise noted.

Nature of Mineral Exploration Business

The Company is a mineral exploration company, and its mineral resource properties are in the exploration stage only. The degree of risk increases substantially where an issuer's mineral resource properties are in the mineral exploration stage as opposed to the development or operational stage. An investment in mineral exploration companies is speculative and involves a high degree of risk and should only be made by investors who can afford the total loss of their investment. Prospective investors and other readers of this MD&A should consider the risk factors in the materials referenced under the heading "Risks and Uncertainties".

Business Outlook and Strategy

The Company was incorporated under the Business Corporations Act (Ontario) by articles of incorporation dated October 25, 2018. The principal office of the Company is located at 8 King Street East, Suite 1700, Toronto, Ontario M5C 1B5. The financial year end of the Company is July 31. The principal business of the Company is the acquisition, exploration and evaluation of mineral properties, and developing these properties further or disposing of them when evaluation is complete.

On December 30, 2020, the Company completed its Initial Public Offering ("IPO") and its common shares commenced trading on the TSX Venture Exchange ("TSXV") at the opening of business on January 4, 2021. The common shares of the Company trade under the symbol "ETU". On February 23, 2022, the Company's common shares commenced trading in the United States on the OTCQB Market, under the symbol "ETUGF".

For the three and nine months ended April 30, 2025, the Company incurred a net loss of $25,802 and $800,850, respectively (2024 – $129,797 and $1,192,887, respectively), had negative cash flow from operations of $18,198 and $443,948, respectively (2024 – $67,319 and $847,079, respectively), had a working capital deficit as at April 30, 2025 of $1,612,951 (July 31, 2024 – $1,196,944), and as at April 30, 2025, the Company had an accumulated deficit of $11,403,857 (July 31, 2024 – $11,050,673). The Company has no commercial operations and, as a result, the Company has no source of operating cash flow. The Company's ability to continue as a going concern is dependent upon the Company achieving profitable operations to generate sufficient cash flows to fund continuing operations, or, in the absence of adequate cash flows from operations, obtaining additional financing to support operations for the foreseeable future. It is not possible to predict whether financing efforts will be successful or if the Company will attain profitable levels of operations. These conditions, and the unpredictability of the mining business, represent material uncertainties which may cast significant doubt upon the Company's ability to continue as a going concern.

The junior resource markets continue to be difficult, as they have been for the past few years. As a result, management has focused on reduced-cost surface exploration activities. E2Gold completed a number of financings throughout the previous fiscal year to fund these reduced cost activities. It will continue this effort throughout fiscal 2025, but the plans for upcoming drill work will require additional funds to complete. The Company continues to monitor economic conditions and can adjust its activities to lower cost surface exploration activities should the markets remain stubborn.

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E2Gold Inc.
Management's Discussion and Analysis
For the Three and Nine Months Ended April 30, 2025
(Expressed in Canadian Dollars)

Trends and Economic Conditions

Management regularly monitors economic conditions and estimates their impact on the Company’s operations and incorporates these estimates in both short-term operating and longer-term strategic decisions.

Apart from these and the risk factors noted under the heading “Risks and Uncertainties”, management is not aware of any other trends, commitments, events or uncertainties that would have a material effect on the Company’s business, financial condition or results of operations.

See “Cautionary Note Regarding Forward-Looking Statements” below.

Corporate Developments

On December 18, 2024, the Company announced that it had closed the first tranche of a private placement through the issuance of 5,000,000 Flow-Through shares for gross proceeds of $50,000.

On August 27, 2024, the Company announced that it has closed a private placement in which the Company issued 15,822,502 units priced at $0.02 per unit and 2,800,000 flow-through units priced at $0.025 per flow-through unit for total gross proceeds of $386,450. Each unit included one common share of the Company and one common share purchase warrant which each whole warrant exercisable to buy one additional common share at a price of $0.05 for a period of 24 months from the date of issuance thereof. Each flow-through unit will be comprised of one “flow-through” common share of the Company and one common share purchase warrant; with each whole warrant exercisable to acquire one additional common share at a price of $0.06 for a period of 24 months from the date of issuance thereof. Insiders of E2Gold purchased an aggregate of 5,250,000 units in connection with the offering.

In connection with the offering, the Company paid aggregate cash commissions of $2,800 and issued an aggregate of 126,000 broker warrants to eligible registrants, each such broker warrant entitling the holder thereof to buy one common share at an exercise price of $0.05 for a period of two years.

On April 17, 2025, the Company announced that the Hawkins Property option agreement has been terminated. E2Gold retains zero interest in those optioned claims but still maintains a sizable claim group in the greenstone belt. E2Gold has identified numerous gold and base metal targets on its staked claims that warrant further exploration. These targets will be the primary focus of our upcoming endeavours. In addition to poor market conditions for junior gold explorers in recent years, drill results to-date in and around the McKinnon Zone Resource have not inspired market support. This has resulted in fewer funds available for us to conduct needed exploration.

Overall Performance

As at April 30, 2025, the Company had current assets of $183,688 (July 31, 2024 – $186,372), including cash of $8,767 (July 31, 2024 – $49,065) and short-term investments of $40,000 (July 31, 2024 – $40,000), to settle current liabilities of $1,796,639 (July 31, 2024 – $1,383,316), for a working capital deficit of $1,612,951 (July 31, 2024 – working capital deficit of $1,196,944).

Selected Annual Information

Selected financial information, prepared in accordance with IFRS, for the Company’s three most recently completed fiscal years ended July 31 are summarized as follows:

	2024	2023	2022
	$	$	$
Total operating expenses	(2,131,818)	(3,768,452)	(8,019,548)
Total exploration expenses	(1,004,846)	(2,312,653)	(4,826,523)
Net loss	(1,547,131)	(3,408,905)	(7,452,861)
Cash	49,065	60,896	2,253,229
Total assets	192,042	403,261	2,727,916
Total liabilities	1,383,316	1,228,905	756,013
Shareholders’ equity (deficiency)	(1,191,274)	(825,644)	1,971,903
Working capital (deficiency)	(1,196,944)	(856,839)	1,919,717

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E2Gold Inc.
Management’s Discussion and Analysis
For the Three and Nine Months Ended April 30, 2025
(Expressed in Canadian Dollars)

Selected quarterly financial results

The Company’s selected financial information for the last eight quarters as at April 30, 2025 are as follows:

	Q3 2025	Q2 2025	Q1 2025	Q4 2024
Operating expenses	(18,256)	(149,242)	(207,295)	(333,449)
Net loss	(25,802)	(557,503)	(217,545)	(357,244)
Net loss per share - basic and diluted	(0.00)	(0.00)	(0.00)	(0.00)
Cash	8,767	26,965	94,059	49,065
Total assets	186,108	177,816	230,772	192,042
	Q3 2024	Q2 2024	Q1 2024	Q4 2024
---	---	---	---	---
Operating expenses	(334,915)	(869,005)	(594,449)	(842,794)
Net loss	(126,797)	(541,524)	(521,566)	(724,201)
Net loss per share - basic and diluted	(0.00)	(0.00)	(0.00)	(0.00)
Cash	78,791	146,110	109,263	60,896
Total assets	266,211	211,415	336,551	403,261

The Company’s primary objective is preservation of capital resources. The Company’s asset variance relates primarily to changes in cash due to fundraising initiatives taken during the quarters presented.

Results of Operations – Year to Date

During F2025, the Company incurred total operating expenses of $374,793, as compared to $1,798,369 incurred during the nine months ended April 30, 2024 (“F2024”). The substantial reduction in operating expenses in the current period is a direct result of management monitoring cash flows in an effort to reduce discretionary spending. Material expenses for the nine-month period ended April 30, 2025 included:

• Exploration and evaluation expenditures totaled $73,987 (F2024 – $894,581), for a decrease of $820,594. The decrease is due to the Company remaining focused on reduced-cost surface exploration activities in the current fiscal year in order to preserve cash.
• General and administrative (“G&A”) expenses totaled $123,410 (F2024 – $147,002), for a decrease of $23,592. G&A expenses are comprised of costs necessary in running the business, including insurance, IT services, travel, etc.
• Management fees, director fees, salaries, and professional fees totaled $128,929 (F2024 - $453,443). The decrease in these fees reflects management’s commitment to closely managing cash spending and capital preservation.
• Shareholders’ information and investor relations totaled $45,217 (F2024 - $183,131). The decrease reflects management focusing spending on necessary items and decreasing spending on promotional activities. These necessary costs are associated with maintaining good-standing status with regulatory bodies and providing information to shareholders on a timely basis.

The Company also had a loss from other items of $426,057 during F2025, mainly comprised of a provision of $400,000 for estimated Part XII.6 tax payable to the Canada Revenue Agency and for potential investor compensation related to tax benefit adjustments. During F2024, the Company reported a gain from other items of $605,482, comprised of a grant from the government and recognizing a premium on flow-through shares.

Overall, the Company recorded a net loss of $800,850 for F2025 (F2024 – $1,192,887), which is a net loss per share of $0.004 (F2024 – $0.006).

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E2Gold Inc.
Management's Discussion and Analysis
For the Three and Nine Months Ended April 30, 2025
(Expressed in Canadian Dollars)

Results of Operations – Second Quarter

During the three months ended April 30, 2025 (“Q3 2025”), the Company incurred total operating expenses of $18,256, as compared to $334,915 incurred during the three months ended April 30, 2024 (“Q3 2024”). The substantial reduction in operating expenses in the current period is a direct result of management monitoring cash flows in an effort to reduce discretionary spending. Material expenses for the three-month period ended April 30, 2025 included:

• Exploration and evaluation expenditures totaled $nil (Q3 2024 – $16,441), for a decrease of $16,441. The decrease is due to the Company remaining focused on reduced-cost surface exploration activities in the current fiscal year in order to preserve cash. Further, the Hawkins Property option agreement was terminated during the quarter.
• G&A expenses totaled $9,077 (Q3 2024 – $101,793), for a decrease of $92,716. G&A expenses are comprised of costs necessary in running the business, including insurance, IT services, travel, etc.
• Management fees, director fees, salaries, and professional fees totaled $2,176 (Q3 2024 - $178,500). The decrease in these fees reflects management’s commitment to closely managing cash spending and capital preservation.
• Shareholders’ information and investor relations totaled $6,369 (Q3 2024 - $45,217). The decrease reflects management focusing spending on necessary items and decreasing spending on promotional activities. These necessary costs are associated with maintaining good-standing status with regulatory bodies and providing information to shareholders on a timely basis.

The Company also had a loss from other items of $7,546 during Q3 2025, mainly comprised of a interest expense. During Q3 2024, the Company reported a gain from other items of $205,118, comprised of a grant from the government and recognizing a premium on flow-through shares based on the amount spent.

Overall, the Company recorded a net loss of $25,802 for Q3 2025 (Q3 2024 – $129,797), which is a net loss per share of $0.000 (Q3 2024 – $0.001).

Cash flows

During the nine months ended April 30, 2025, net cash used in the Company’s operations amounted to $443,948, as compared to net cash used in operations of $847,079 in the comparative period. The decrease in spending in the current period is primarily due to tightened cash management enforced by the Company.

The Company raised a net $403,650 from financing activities as compared to $844,974 during F2024.

The Company did not participate in any investing activities during the current fiscal year (F2024 - $20,000 proceeds from the redemption of short-term investments).

Liquidity and Capital Resources

The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern and to have capital available to generate optimal returns for shareholders. The Company’s ability to successfully buy mineral projects or recover amounts spent on mineral properties is conditional on its ability to secure financing when required. The Company has more financing requirements and aims to meet them through equity or debt financing. The Company may seek other alternatives for financing in the future depending on market conditions and exploration results; however, there can be no assurance that such financing attempts will be successful. The impact on the Company’s business and the cost and availability of financing is still uncertain and could affect the overall liquidity of the Company. In addition, the ability to generate sufficient capital will depend on economic conditions and commodity prices.

Management is actively monitoring cash forecasts and managing performance against its forecasts. As of the date of the MD&A, the Company believes that it will have sufficient liquidity to continue operations for the 12-month period ending April 30, 2026, through the fundraising activities of management. Management will continue to look for new sources of financing to fund its working capital and to advance the Company’s operations.

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E2Gold Inc.
Management’s Discussion and Analysis
For the Three and Nine Months Ended April 30, 2025
(Expressed in Canadian Dollars)

Related Party Transactions

In accordance with IAS 24 – Related Party Disclosures, key management personnel, including companies controlled by them, are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company. The remuneration of directors and key executives is determined by the compensation committee of the Board.

The remuneration of directors and other members of key management personnel during the three and nine months ended April 30, 2025 and 2024 were as follows:

	Three months ended		Nine months ended
	April 30, 2025	April 30, 2024	April 30, 2025	April 30, 2024
	$	$	$	$
Management fees	-	68,750	22,917	185,000
Director fees	-	10,000	46,000	10,000
Consulting fees	1,000	34,797	38,199	54,178
Share-based payments	-	78,050	-	78,050
	1,000	191,597	107,116	327,228

a) Management Fees

During the three and nine months ended April 30, 2025, the Company paid the following in management fees:

$nil and $17,917, respectively to Sheer Strategic Inc., a corporation owned by Eric Owens, for services performed as Chief Executive Officer of the Company (2024 - $53,750 and $161,250, respectively).

$nil and $5,000, respectively to Jeffrey Pritchard, Director, for services performed as investor relations advisor of the Company (2024 - $45,479 and $82,979, respectively), included as investor relations expenses on the statements of loss and comprehensive loss.

$nil to Invera Consulting, a business owned by Ellie Owens, for services performed as the former President of the Company (2024 - $nil and $40,000, respectively).

As at April 30, 2025, $143,060 was owed to Eric Owens and Sheer Strategic Inc. (July 31, 2024 - $171,606), $1,924 was owed to Jeffrey Pritchard (July 31, 2024 - $7,321), and $6,933 was owed to Ellie Owens and Invera Consulting (July 31, 2024 - $72,351), and all these amounts were included in amounts payable and accrued liabilities on the statements of financial position.

b) Director fees

During the three and nine months ended April 30, 2025, the Company incurred $nil and $46,000, respectively (2024 - $nil) for the directors’ services. As at April 30, 2025, $32,000 (July 31, 2024 - $18,529) was owed to the directors of the Company and this amount was included in amounts payable and accrued liabilities.

c) Consulting Fees

During the three and nine months ended April 30, 2025, the Company paid the following in consulting fees:

$1,000 and $29,000, respectively, in professional fees (2024 - $nil) to Branson Corporate Services, where the Company’s Chief Financial Officer is employed. As at April 30, 2025, Branson Corporate Services was owed $9,170 (July 31, 2024 - $nil).

$nil and $9,199 in professional fees (2024 - $20,703 and $74,881) to Marrelli Support Services Inc., Marrelli Trust Company Limited, DSA Corporate Services Inc. and DSA Filing Services Limited (collectively the “Marrelli Group of Companies”), who are controlled by Carmelo Marelli, former Chief Financial Officer of the Company. As at April 30, 2025, Marrelli Group of Companies was owed $94,041 (July 31, 2024 - $96,634).

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E2Gold Inc.
Management's Discussion and Analysis
For the Three and Nine Months Ended April 30, 2025
(Expressed in Canadian Dollars)

d) Private placements

On August 27, 2024, the Company announced that it has closed a private placement in which the Company issued 15,822,502 units priced at $0.02 per unit and 2,800,000 flow-through units priced at $0.025 per flow-through unit for total gross proceeds of $386,450. Eric Owens (Chief Executive Officer of the Company), Ellie Owens (former President of the Company) and directors of the Company subscribed for an aggregate of 7,426,669 units in connection with the offering for gross proceeds of $148,533.

On October 24, 2023, the Company completed an offering of $350,000. Each of Eric Owens (Chief Executive Officer of the Company), Ellie Owens (President of the Company) and Laurel Duquette (spouse of Eric Owens) subscribed for 2,500,000 units in connection with the offering for gross proceeds of $50,000 each, for an aggregate total of $150,000.

On March 13, 2023, the Company entered into a demand promissory note with Laurel Duquette, providing for a loan to the Company in the aggregate principal amount of $211,274 (US$153,000), and, bearing interest at a rate of 12.5% per annum. The loan is unsecured and payable on demand. Laurel Duquette is the spouse of Eric Owens, the Chief Executive Officer of the Company. Refer to note 6 for further details.

Disclosure of Internal Controls

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

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

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

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

Capital Management

The Company's objective when managing capital is to safeguard its ability to continue as a going concern such that it can provide returns for shareholders and benefits for other stakeholders. The management of the capital structure is based on the funds available to the Company in order to support the acquisition, exploration and development of mineral properties and to maintain the Company in good standing with the various regulatory authorities. In order to maintain or adjust its capital structure, the Company may issue new shares, sell assets to settle liabilities, issue debt instruments or return capital to its shareholders. The Company monitors its capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets.

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E2Gold Inc.
Management's Discussion and Analysis
For the Three and Nine Months Ended April 30, 2025
(Expressed in Canadian Dollars)

The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than the flow-through obligations from past financings.

Risks and Uncertainties

The exploration, development and mining of mineral resources are highly speculative in nature and are subject to significant risks. In addition to the usual risks associated with an investment in a business at an early stage of development, management and the directors of the Company believe that the risk factors should be considered by prospective investors. It should be noted that such list is not exhaustive and that other risk factors may apply. An investment in the Company may not be suitable for all investors.

Exploration, Development and Operating Risks

Mineral exploration operations generally involve a high degree of risk. The Company's operations are subject to all the hazards and risks normally encountered in the exploration, development and production of gold, precious metals and other minerals and metals, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other facilities, damage to life or property, environmental damage and possible legal liability. Although adequate precautions to minimize risk will be taken, mineral exploration activities are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas, which may result in environmental pollution and consequent liability.

The exploration for and development of mineral deposits involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of a mineral bearing structure may result in substantial rewards, few properties which are explored are ultimately developed into producing mines.

Major expenses may be required to locate and establish Mineral Reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration or development programs planned by the Company will result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on several factors, some of which are: the particular attributes of the deposit, such as quantity and quality of mineralization and proximity to infrastructure; commodity prices which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.

There is no certainty that the expenditures made by the Company towards the search and evaluation of deposits of minerals or other metals will result in discoveries of commercial quantities of gold or other minerals or metals.

Current economic conditions

There are significant uncertainties regarding the price of gold and other minerals or metals and the availability of equity financing for the purposes of mineral exploration and development. The prices of gold and other minerals or metals have fluctuated substantially over the past years. The Company's future performance is largely tied to the development of its current mineral properties and the overall financial markets. Current financial markets are likely to be volatile in Canada, reflecting ongoing concerns about the stability of the global economy. Companies worldwide have been affected particularly negatively by these trends. As a result, the Company may have difficulties raising equity financing for the purposes of mineral exploration and development, particularly without excessively diluting present shareholders of the Company. These economic trends may limit the Company's ability to develop and/or further explore its mineral property interests.

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E2Gold Inc.
Management's Discussion and Analysis
For the Three and Nine Months Ended April 30, 2025
(Expressed in Canadian Dollars)

Operating History

The Company has a very limited history of operations, is in the early stage of exploration and must be considered a start-up company. As such, the Company is subject to many risks common to such enterprises, including undercapitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. There is no assurance that the Company will be successful in achieving a return on shareholders' investment and the likelihood of success must be considered in light of its early stage of operations.

Reliance on Limited Number of Properties

The only property interest of the Company is its interest in the Hawkins Gold Property. As a result, unless the Company acquires additional property interests, any adverse developments affecting this property could have a material adverse effect upon the Company and would materially and adversely affect the potential mineral resource identification and/or production (if any), profitability, financial performance and results of operations of the Company.

Insurance and Uninsured Risks

The Company's business is subject to several risks and hazards generally, including adverse environmental conditions, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or related facilities, personal injury or death, environmental damage to the Company's properties or the properties of others, delays in mineral exploration or development, monetary losses and possible legal liability.

Although the Company may in the future maintain insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all the potential risks associated with a mineral exploration company's operation. The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards because of exploration and production is not generally available to the Company or to other companies in the mineral exploration industry on acceptable terms. The Company might also become subject to liability for pollution or other hazards which may not be insured against or which the Company may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Company to incur significant costs that could have a material adverse effect upon its financial performance and results of operations. At the present time, the Company does not have any insurance policies outside of vehicle insurance on a rented vehicle and workers' compensation insurance. As such, the mineral properties of the Company, including the Hawkins Gold Property, are not fully insured. Any liability relating to risks that would otherwise be insured will be borne by the Company.

Environmental Risks and Hazards

All phases of the Company's operations are subject to environmental regulation in the jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company's operations. Environmental hazards may exist on the properties on which the Company holds interests which are unknown to the Company at present, and which have been caused by previous or existing owners or operators of the properties.

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E2Gold Inc.
Management's Discussion and Analysis
For the Three and Nine Months Ended April 30, 2025
(Expressed in Canadian Dollars)

Government approvals, approval of aboriginal people and permits are currently, and may in the future be required in connection with the Company's operations. In particular, the Hawkins Gold Property is located with the traditional lands of the Missanabie Cree First Nation and Brunswick House First Nations. Pavey Ark has held initial discussions with the two First Nations groups to inform them of planned exploration activities. To the extent that any aboriginal approvals are required and not obtained in respect of any of the Company's property interests, the Company may be curtailed or prohibited from continuing its exploration or development operations or from proceeding with planned exploration or development of mineral properties.

Moreover, if any permit or renewal thereof required by the Company from time to time is not approved, the Company may be curtailed or prohibited from continuing its exploration or development operations or from proceeding with planned exploration or development of mineral properties. Any of these occurrences could have an adverse material effect on the Company.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining or mineral exploration activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in exploration expenses, capital expenditures or other costs or reduction in levels of production at any future producing properties (if any), or require abandonment or delays in development of new mineral exploration properties.

Infrastructure

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company's operations, financial condition and results of operations.

Land Title

Although the title to the Hawkins Gold Property has been reviewed by or on behalf of the Company, no assurances can be given that there are no title defects affecting such property. Title insurance generally is not available, and the Company's ability to ensure that it has obtained secure claim to individual mineral properties or mining claims may be severely constrained. Furthermore, the Company has not conducted surveys of the claims in which it holds an interest and, therefore, the precise area and location of such claims may be in doubt. Accordingly, the Company's mineral properties may be subject to prior unregistered liens, agreements, transfers or claims, including native land claims, and title may be affected by, among other things, undetected defects. In addition, the Company may be unable to operate its properties as permitted or to enforce its rights with respect to its properties.

Competition

The mineral exploration industry is competitive in all its phases. The Company faces strong competition from other mineral exploration companies in connection with the acquisition of properties producing, or potentially capable of producing, precious and base metals. Many of these companies have greater financial resources, operational experience and technical capabilities than the Company. As a result of this competition, the Company may be unable to maintain or acquire attractive mineral exploration properties on terms it considers acceptable or at all. Consequently, the Company's revenues, operations and financial condition could be materially adversely affected.

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E2Gold Inc.
Management's Discussion and Analysis
For the Three and Nine Months Ended April 30, 2025
(Expressed in Canadian Dollars)

Additional Capital and Negative Operating Cash Flow

The development and exploration of the Company’s properties will require substantial additional financing. Failure to obtain sufficient financing may result in the delay or indefinite postponement of exploration, development or production (if any) on any or all the Company’s properties or even a loss of property interest. In particular, if the Company completes Phases I or II of the recommended program on the Hawkins Gold Property and further exploration with respect thereto is warranted, or if the Company acquires additional mineral properties which entail exploration expenditures in the future, the Company may not have sufficient funds to finance such operations.

The primary source of funding available to the Company consists of equity financing. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Company.

Commodity Prices

The price of the common shares, the Company’s financial results and exploration and development may in the future be significantly adversely affected by declines in the price of gold or other minerals. The price of gold and other minerals and metals fluctuates widely and is affected by numerous factors beyond the Company’s control such as the sale or purchase of commodities by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, the political and economic conditions of major mineral-producing countries throughout the world, and the cost of substitutes, inventory levels and carrying charges. Future serious price declines in the market value of gold or other minerals or metals could cause further exploration and any future development of the Company’s properties to be impractical. Depending on the price of gold and other minerals or metals, cash flow from future operations, if any, may not be sufficient and the Company could be forced to discontinue its operations and may lose its interest in, or may be forced to sell, some of its properties. Future production from the Company’s properties, if any, will be dependent upon the prices of gold and other minerals or metals being adequate to make these properties economic.

In addition to adversely affecting the Company’s Mineral Resource estimates and its financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

Government Regulation

The mineral exploration activities of the Company are subject to various laws governing prospecting, development, production, taxes, labour standards and occupational health, safety, toxic substances, land use, water use, land claims of local people and other matters. Although the Company’s exploration and development activities are currently carried out in accordance with all applicable rules and regulations in all material respects, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail exploration or development. Amendments to current laws and regulations governing operations and activities of mineral exploration or more stringent implementation thereof could have a substantial adverse impact on the Company.

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E2Gold Inc.
Management's Discussion and Analysis
For the Three and Nine Months Ended April 30, 2025
(Expressed in Canadian Dollars)

Canadian Tax Treatment of Flow-Through Shares ("FT Shares")

The tax treatment of FT Shares constitutes a major consideration of an investment in the FT Shares. There is no guarantee that the current tax laws and administrative practices of both the federal and provincial tax authorities will not be amended or construed in such a way that the tax considerations for a subscriber holding FT Shares will not be altered in a materially unfavourable way and there is no guarantee that there will be no material differences of opinion between the federal and provincial tax authorities with respect to the tax treatment of the FT Shares, the status of such FT Shares and the activities contemplated by the Company's exploration and development programs. There is no guarantee that the Qualifying Expenditures incurred by the Company, or the expected tax deductions or credits claimed by subscribers will be accepted as Qualifying Expenditures by the Canada Revenue Agency ("CRA").

There can be no assurance that the FT Shares will not be viewed by the CRA or a court as constituting prescribed shares for the purposes of the Tax Act. If the FT Shares are prescribed shares, such shares will not be considered a "flow-through share", and subscribers will not be entitled to any renunciations of Qualifying Expenditures from the Company. However, in such circumstances, the FT Shares will not be governed by the rules of the Tax Act deeming flow-through shares to have a cost of nil.

Market Price of Common Shares and Unpredictable Litigation

Securities of micro-cap and small-cap companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of industries. The price of the common shares is also likely to be significantly affected by short-term changes in gold or other mineral or metal prices or in the Company's financial condition or results of operations. Other factors unrelated to the Company's performance that may have an effect on the price of the common shares include the following: the extent of analytical coverage available to investors concerning the Company's business may be limited if investment banks with research capabilities do not follow the Company's securities; lessening in trading volume and general market interest in the Company's securities may affect an investor's ability to trade significant numbers of common shares; the size of Company's public float may limit the ability of some institutions to invest in the Company's securities; and a substantial decline in the price of the common shares that persists for a significant period of time could cause the Company's securities to be delisted from such exchange, further reducing market liquidity.

As a result of any of these factors, the market price of the common shares at any given point in time may not accurately reflect the Company's long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company may in the future be the target of similar litigation or other litigation concerning operational, employment, title, environmental or other matters of which the Company is not presently aware. Securities litigation could result in substantial costs and damages and divert management's attention and resources.

Dilution to Common Shares

The increase in the number of common shares issued and outstanding and the possibility of sales of such shares may have a depressive effect on the price of the common shares. In addition, because of such additional common shares, the voting power of the Company's existing shareholders will be diluted.

The Company is also required to issue common shares with respect to the Hawkins Option Agreement on each of the first five anniversary dates of such agreement. The number of common shares issuable to maintain the option in good standing will be based on the market price of common shares at the time of issuance. Depending on the market price of the common shares, which may depend on several factors beyond the control of the Company, such as current market conditions, these issuances could be excessively dilutive to existing shareholders.

Future Sales of Common Shares by Existing Shareholders

Sales of many common shares in the public markets, or the potential for such sales, could decrease the trading price of the common shares and could impair the Company's ability to raise capital through future sales of common shares.

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E2Gold Inc.
Management's Discussion and Analysis
For the Three and Nine Months Ended April 30, 2025
(Expressed in Canadian Dollars)

Key Executives

The Company is dependent on the services of key executives, including the directors of the Company and a small number of highly skilled and experienced executives and personnel. Due to the relatively small size of the Company, the loss of these persons or the Company's inability to attract and retain additional highly skilled employees may adversely affect its business and future operations.

The success of the Company is currently largely dependent on the performance of its directors and officers. The loss of the services of any of these persons could have a materially adverse effect on the Company's business and prospects. There is no assurance the Company can maintain the services of its directors, officers or other qualified personnel required to operate its business. As the Company's business activity grows, the Company will require additional key financial, administrative and technical personnel as well as additional operations staff. There can be no assurance that these efforts will be successful in attracting, training and retaining qualified personnel as competition for persons with these skill sets increase. If the Company is not successful in attracting, training and retaining qualified personnel, the efficiency of its operations could be impaired, which could have an adverse impact on the Company's operations and financial condition.

Conflicts of Interest

Certain of the directors and officers of the Company also serve as directors and/or officers of other companies involved in natural resource exploration and development and consequently there exists the possibility for such directors and officers to be in a position of conflict. Any decision made by any of such directors and officers involving the Company should be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of the Company and its shareholders. In addition, (i) the Company has adopted a code of ethics to govern the directors and officers of the Company, and (ii) each of the directors is required to declare and refrain from voting on any matter in which such directors may have a conflict of interest in accordance with the procedures set forth in the Business Corporations Act (Ontario) and other applicable laws.

Reliance on Professional Advisors and Service Providers

The Company relies on several professional advisors and service providers, including external auditors, legal counsel and its accounting and CFO service provider. These professionals are subject to their respective professional and/or regulatory requirements and they may not comply with all regulatory requirements or may fail to perform to their respective professional standards. They may not comply with their obligations to the Company or perform their services in a timely or acceptable manner. The failure of such professionals to comply with their respective regulatory requirements or professional standards could affect the Company in ways that are not predictable, including ways that could have a material adverse effect on the Company's business, prospects, results of operations and financial condition.

Risk Management

The Company is exposed to various risks as it relates to financial instruments. Management, in conjunction with the Board, mitigates these risks by assessing, monitoring and approving the Company's risk management process. There have not been any changes in the nature of these risks or the process of managing these risks from the previous reporting periods.

Credit risk

Credit risk is the risk of loss associated with a counterparty's inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to cash and due from related party, which expose the Company to credit risk should the borrower default on maturity of the instruments. Cash is held with reputable chartered bank in Canada, which is closely monitored by management. Management believes that the credit risk concentration with respect to financial instruments included in cash and due from related party is minimal.

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E2Gold Inc.
Management’s Discussion and Analysis
For the Three and Nine Months Ended April 30, 2025
(Expressed in Canadian Dollars)

Liquidity risk

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

As at April 30, 2025, the Company had a cash balance of $8,767 (July 31, 2024 – $49,065) to settle current liabilities of $1,796,639 (July 31, 2024 – $1,383,316). As at April 30, 2025, the Company had the following contractual obligations:

	Less than 1 year	1 to 3 years	3 to 5 years	Total
Amounts payable and accrued liabilities	$	$	$	$
	1,507,130	-	-	1,507,130
Total	1,507,130	-	-	1,507,130

The Company manages liquidity risk by maintaining adequate cash reserves and by continuously monitoring forecasts and actual cash flows for a rolling period of 12 months to identify financial requirements. Where insufficient liquidity may exist, the Company may pursue various debt and equity instruments for short or long-term financing of its operations. Management believes there is sufficient capital to meet short-term business obligations, after taking into account cash flow requirements from operations and the Company’s cash position as at April 30, 2025.

Flow-through obligations

Pursuant to the terms of flow-through share agreements, the Company is also in the process of complying with its flow-through obligations to subscribers with respect to the Income Tax Act (Canada) requirements for flow-through shares. As of April 30, 2025, the Company had a remaining balance of $120,000 to be spent by December 31, 2025.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As at April 30, 2025, the Company had no hedging agreements in place with respect to floating interest rates. Management believes that the interest rate risk concentration with respect to financial instruments is minimal.

Foreign exchange risk

Foreign exchange risk is the risk that the Company will be subject to foreign currency fluctuations in satisfying obligations related to its foreign activities. The Company has from time to time, financial instruments and transactions denominated in foreign currencies, notably in USD. The Company’s primary exposure to foreign exchange risk is that transactions denominated in foreign currency may expose the Company to the risk of exchange rate fluctuations. Based on its current operations, management believes that the foreign exchange risk remains minimal.

Fair value

Fair value estimates of financial instruments are made at a specific point in time based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.

As at April 30, 2025 the Company’s financial instruments consisted of cash and amounts payable and accrued liabilities.

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E2Gold Inc.
Management's Discussion and Analysis
For the Three and Nine Months Ended April 30, 2025
(Expressed in Canadian Dollars)

The fair value of amounts payable and accrued liabilities are approximately equal to their carrying value due to their short-term nature.

The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

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

April 30, 2025	Level 1	Level 2	Level 3	Total
	$	$	$	$
Cash	8,767	-	-	8,767
Short-term investments	40,000	-	-	40,000

As at April 30, 2025, the Company’s financial instruments classified as Level 1 consisted of its cash and short-term investments. There were no transfers between Levels 2 and 3 for recurring fair value measurements during the three and nine months ended April 30, 2025 and 2024.

Technical Information

All scientific and technical disclosures herein have been reviewed and approved by Eric Owens, PhD, PGeo, and CEO of the Company, qualified person as defined by National Instrument 43-101.

Significant Accounting Judgments, Estimates and Assumptions

The preparation of the Company’s unaudited condensed interim financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, revenue and expenses. These are described in greater detail in Note 2 to the 2024 Financials.

Summary of Material Accounting Policies

The material accounting policies used by the Company are described in greater detail in Note 3 to the 2024 Financials.

Off Balance Sheet Arrangements

As at April 30, 2025 and the date of this MD&A, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the results of operations or financial condition of the Company.

Disclosure of Outstanding Share Data as of June 30, 2025

	Authorized	Outstanding
Voting or equity securities issued and outstanding	Unlimited number of common shares	229,504,367 common shares
Securities convertible or exercisable into voting or equity		62,334,501 warrants exercisable to acquire common shares of the Company
10,640,000 options outstanding and exercisable to acquire common shares of the Company;

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E2Gold Inc.
Management's Discussion and Analysis
For the Three and Nine Months Ended April 30, 2025
(Expressed in Canadian Dollars)

Trend Information

Management regularly monitors economic conditions and estimates their impact on the Company’s operations and incorporates these estimates in both short-term operating and longer-term strategic decisions.

Apart from these and the risk factors noted under the heading “Trends, Risks and Uncertainties”, management is not aware of any other trends, commitments, events or uncertainties that would have a material effect on the Company’s business, financial condition or results of operations.

See “Cautionary Note Regarding Forward-Looking Statements” below.

Cautionary Note Regarding Forward-Looking Statements

This MD&A contains certain “forward-looking information” as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “budgeted”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statements.

These forward-looking statements are based on numerous assumptions that are believed by management to be reasonable in the circumstances, with respect to, among other things, the Company’s future plans, financial results and operational performance, anticipated expense levels, and technological developments, and are subject to a number of risks and uncertainties, including without limitation those listed in the “Trends, Risks and Uncertainties” section of this MD&A. Actual results may differ materially from results contemplated by the forward-looking statements herein. Investors and others should carefully consider the foregoing factors and should not place undue reliance on such forward-looking statements. The Company assumes no responsibility to update forward looking statements made herein, other than as may be required by applicable securities laws.