Edgewater Exploration Ltd. — Management Reports 2025

Oct 29, 2025

EDGEWATER EXPLORATION LTD.
Interim Management's Discussion and Analysis – Quarterly Highlights
For the Period Ended September 30, 2025
(Expressed in Canadian Dollars – Unaudited)

Introduction

Edgewater Exploration Ltd. and its subsidiary (collectively, "Edgewater" or the "Company") are in the mineral property exploration and development business. Edgewater Exploration Ltd., the parent, is a public company that is listed on the NEX board of the TSX Venture Exchange (symbol: EDW.H). It is incorporated in Canada and its head office is located at Suite 1560 – 200 Burrard Street, Vancouver, British Columbia, V6C 3L6.

This interim Management Discussion and Analysis ("MD&A") should be read in conjunction with the unaudited condensed interim consolidated financial statements of Edgewater Exploration Ltd. ("Edgewater" or the "Company") for the period ended September 30, 2025. The consolidated financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"). Additional information relating to the Company including the most recent Company filings can be located on SEDAR+ at www.sedarplus.ca.

This MD&A is prepared as of October 29, 2025. All dollar figures stated herein are expressed in Canadian dollars, unless otherwise specified.

Forward Looking Statements and Risk Factors

This interim MD&A includes certain statements that may be deemed "forward-looking statements." All statements in this discussion, other than statements of historical facts, that address events or developments that the Company expects are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include continued availability of capital and financing and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements.

For a detailed listing of the risk factors, please refer to the Company's annual MD&A for the year ended December 31, 2024.

Results of Operations

The following discussion and analysis of the Company's financial results of its operations should be read in conjunction with the Company's consolidated financial statements and related notes.

• As at September 30, 2025, the Company had total assets of $531,411 compared to $602,023 as at December 31, 2024. Short-term investment accounts for the majority of the assets as at September 30, 2025 and December 31, 2024.

Three Months Ended September 30, 2025 vs. Three Months Ended September 30, 2024

• During the three months ended September 30, 2025, the Company recorded a net loss of $75,674 as compared to a net loss of $44,670 during the same period in the prior year. The net loss per share in both periods was nil.
• Foreign exchange loss was $43,903 for the three months ended September 30, 2025 compared to an exchange loss of $25,051 during the same period in the prior year. The loss during the current year is due to the weaker Canadian dollar. The arbitration award is denominated in Euros and US dollars.
• Insurance expense was nil during the three months ended September 30, 2025 compared to $2,050 during the same period in the prior year. The Company will obtain commercial insurance once it resumes exploration activity.
• Legal expense was $14,858 for the three months ended September 30, 2025 compared to $2,128 during the same period in the prior year. The increase in legal costs is due to the Company's efforts to dissolve its Panamanian subsidiary.

Page 1

---

EDGEWATER EXPLORATION LTD.
Interim Management's Discussion and Analysis – Quarterly Highlights
For the Period Ended September 30, 2025
(Expressed in Canadian Dollars - Unaudited)

Nine Months Ended September 30, 2025 vs. Nine Months Ended September 30, 2024

• During the nine months ended September 30, 2025, the Company recorded a net loss of $160,221 as compared to a net loss of $102,954 during the same period in the prior year. The net loss per share in both periods was nil.
• Foreign exchange loss was $94,409 for the period ended September 30, 2025 compared to an exchange loss of $56,530 during the same period in the prior year. The higher loss during 2025 is due to the weaker Canadian dollar against the Euro and US dollar. The arbitration award is denominated in Euros and US dollars.
• Insurance expense was nil during the period ended September 30, 2025 compared to $6,150 during the same period in the prior year. The Company will obtain commercial insurance once it resumes exploration activity.
• Legal expense was $18,105 for the period ended September 30, 2025 compared to $4,114 during the same period in the prior year. The increase in legal costs is due to the Company's efforts to dissolve its Panamanian subsidiary.

Summary of Quarterly Results

The following information is derived from the Company’s unaudited interim consolidated financial statements for the past eight quarters.

		Revenue		Net loss (income)		Loss per share
September 30, 2025(1)	$	Nil	$	75,674	$	0.00
June 30, 2025	$	Nil	$	15,446	$	0.00
March 31, 2025	$	Nil	$	69,101	$	0.00
December 31, 2024	$	Nil	$	49,147	$	0.00
September 30, 2024	$	Nil	$	44,670	$	0.00
June 30, 2024	$	Nil	$	25,622	$	0.00
March 31, 2024	$	Nil	$	32,663	$	0.00
December 31, 2023	$	Nil	$	(3,519)	$	0.00

(1)Refer to section “Results of Operations” for an explanation of some of the items making up the loss for the quarter.

Liquidity and Capital Resources

The Company has financed the majority of its operations and work programs to date through equity issuances. There can be no assurance of continued access to sufficient equity funding. Management believes it will be able to raise equity capital as required in the long term but recognizes there will be risks involved that may be beyond their control. The Company has no outstanding debt facility upon which to draw. Cash is invested in business accounts with large financial institutions and is available on demand for the Company’s operations. During the period ended September 30, 2025, cash outflows from operations totaled $84,011 (2024 - $48,994).

The Company did not complete any financings during 2025. As of September 30, 2025, the Company had a working capital deficit of $1,807,337, as a result of the arbitration award costs in the Company’s Panamanian subsidiary. Management considers that the Company has sufficient available cash and cash equivalents to be able to continue in operations for at least the next twelve months. With regards to the arbitration settlement liability, management’s view is that this award of costs relates solely to Corcoesto S.A. and accordingly, Spain has no recourse against Edgewater.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Page 2

---

EDGEWATER EXPLORATION LTD.
Interim Management's Discussion and Analysis – Quarterly Highlights
For the Period Ended September 30, 2025
(Expressed in Canadian Dollars - Unaudited)

Transactions with Related Parties

The Company did not have any related party transactions during the period.

Proposed Transactions

None.

Critical Accounting Estimates and Change in Accounting Policies including Initial Adoption

The significant accounting policies applied in the preparation of the financial statements are consistent with those applied and disclosed in Note 2 of the Company’s 2024 audited consolidated financial statements. Critical accounting estimates remain the same as disclosed in the 2024 audited annual consolidated financial statements.

Financial Instruments and Other Instruments

The Company’s financial instruments consist of cash, receivables, short-term investment, and trade and other payables. All of the financial instruments are measured at amortized cost. Financial assets and liabilities at amortized cost are initially recognized at fair value and subsequently carried at amortized cost less any impairment.

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the consolidated statements of loss and comprehensive loss. The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in the consolidated statements of loss and comprehensive loss.

The Company does not use derivative instruments or hedges to manage various risks because the Company’s exposure to credit risk, liquidity risk, and market risks (including interest rate risk and currency risk) is relatively low. Cash is held through large financial institutions. Additional disclosures relating to the Company’s financial instruments can be found in Note 7 of the consolidated financial statements.

Disclosure of Outstanding Share Data

The following table describes the outstanding share data of the Company as at October 29, 2025:

	Number Outstanding
Common shares	38,923,609

Outlook

The Company continues to look for project acquisition and/or development opportunities.

Page 3