Element79 Gold Corp.

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Management’s Discussion and Analysis

For the year ended August 31, 2024 (Expressed in Canadian dollars)

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

This Management’s Discussion and Analysis (“MD&A”) provides a detailed analysis of the business of Element79 Gold Corp. (“Element79” or the “Company”). This MD&A should be read in conjunction with the Company’s audited consolidated financial statements and the related notes for the year ended August 31, 2024 and 2023, which have been prepared under International Financial Reporting Standards (“IFRS”).

All financial information in this MD&A has been prepared in accordance with IFRS. All dollar amounts included therein and in the following MD&A are in Canadian dollars, the reporting and functional currency of the Company, except where noted. This MD&A contains information up to and including February 25, 2025 (the “Report Date”).

DESCRIPTION OF BUSINESS

The Company was incorporated under the Company Act (British Columbia) on February 27, 2020. Element79 is an exploration stage company engaged in the acquisition, exploration and development of mineral properties in Peru, Canada and the United States of America. Element79 is focused on gold, silver and associated metals and committed to maximizing shareholder value through responsible mining practices and sustainable development of its projects. Element79’s main focus is on developing its previously producing, high-grade gold and silver mine, the Lucero project located in Arequipa, Peru, with the intent to bring it back into production in the near term.

Element79 also holds a portfolio of 5 properties along the Battle Mountain trend in Nevada, with the Clover to have significant potential for near-term resource development. Three properties in the Battle Mountain Portfolio are under contract for sale to 1472886 BC Ltd, with closing anticipated in 2025.

Element79 holds an option to acquire a 100% interest in the Dale Property, 105 unpatented mining claims located approximately 100 km southwest of Timmins, Ontario, and is advancing through the plan of arrangement spin-out process.

The Company is listed on the Canadian Stock Exchange (“CSE”) with the trading symbol ELEM and the Frankfurt Stock Exchange with the trading symbol 7YS. The address of the Company’s corporate office and principal place of business is Suite 1100, 1111 Melville Street, Vancouver B.C., V6E 3V6.

Unless the context suggests otherwise, references to the “Company” or “we”, “us”, “our” or similar terms refer to Element79 Gold Corp.

FORWARD-LOOKING STATEMENTS

This report may contain forward-looking statements. The words “expect,” “anticipate,” “estimate,” “may,” “will,” “should,” “intend,” “believe,” “target,” “budget,” “plan,” “projection” and similar expressions are intended to identify such forward-looking statements. Information concerning mineral reserve and mineral resource estimates also may be considered forward-looking statements, as such information constitutes a prediction of what mineralization might be found to be present during operations, or if and when an undeveloped project is actually developed.

Forward-looking statements involve a number of known and unknown risks and uncertainties including statements regarding the outlook of Element79’s business and results of operations. By their nature, these risks and uncertainties could cause actual results, performance and achievements to differ materially from those indicated. Such factors include, without limitation, risks inherent in mineral exploration, changes in commodity prices, geological and metallurgical assumptions (including with respect to size, grade and recoverability of mineral resources and mineral reserves), the Company’s history of operating losses and uncertainty of future profitability, uncertainty of access to additional capital, environmental risks. In making the forward-looking statements in this MD&A, the Company has applied material assumptions, including without limitation, the assumption that any additional financing needed will be available on reasonable terms.

Additional factors that could cause actual results to differ materially from those expressed or implied by such forwardlooking statements include, but are not limited to, weak commodity prices and general metal price volatility; the state of the global economy and economic and political events, including the deterioration of the global capital markets, affecting supply and demand; and securing and the nature of regulatory permits and approvals and the costs of complying with environmental, health and safety laws and regulations.

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

The Company cannot assure investors that any of these assumptions will prove to be correct.

Element79 disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as is required by applicable securities regulations. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date the statements were made, and are also advised to consider such forward looking statements while considering the risk factors set forth in this MD&A.

CORPORATE OVERVIEW

During the year ended August 31, 2024 and as at the Report Date, the Company underwent the following changes in directors, officers and advisors:

Replacing Mr. Maragakis as the new COO is Kim Kirkland, currently serving as the company's Vice President of Exploration. Mr. Kirkland is a seasoned mining veteran with a track record spanning senior executive and lead engineering roles at some of the world’s biggest mining companies, with a core focus on operating mines in Nevada and Peru. Kim has been intimately involved in Element79 Gold’s project and strategic development processes since joining the Company in March 2022, making him the ideal candidate to lead Element79 Gold Corp's operations into the future. His extensive knowledge of the Company’s projects, commitment to safety, and dedication to sustainable practices align perfectly with the Company’s corporate values.
Appointed Ms. Tammy Gillis as its new CFO, effective the beginning of the business day of September 18, 2023. Ms. Gillis brings a wealth of experience and expertise to the role, further strengthening Element79's commitment to financial excellence and growth.

Ms. Gillis is a CPA, CMA with over 20 years’ experience in the public markets bringing a comprehensive background in finance, reporting and regulatory requirements for junior exploration, manufacturing, biotechnology, and technology industries. Ms. Gillis has been part of teams that have completed several financings, grant applications and acquisition transactions. Ms. Gillis started her career working at a corporate and securities law firm. Ms. Gillis previously served as Corporate Accountant for an international manufacturing company that had revenue in excess of $120 million and as Chief Financial Officer for a technology company with patented cathode materials used in lithium-ion batteries that successfully built a pilot plant with the assistant of over $4 million in government grants. Ms. Gillis has served as an officer for several TSX-V and CSE listed issuers.

Appointment of Mr. Warren Levy to the advisory board, Mr. Warren brings a wealth of experience in sustainability and natural resources operations and profound understanding of the challenges associated with the industry Throughout his career, Mr. Levy has demonstrated a remarkable ability to cultivate high-performance teams across diverse cultural landscapes. His strategic guidance has propelled the expansion of numerous companies in sectors spanning petroleum, mining, and high-tech industries, particularly in Latin America and Asia. Author of multiple publications, Mr. Levy has contributed to the discourse on energy and natural resource development in Latin America, offering insightful perspectives on energy policy and the pivotal role of sustainable development in poverty reduction.
Appointment of Mr. Kevin Arias to the advisory board. Mr. Kevin has over two decades of experience across industries such as mining, energy, and corporate finance. His strong background in business development, investor relations, securities and corporate communications combined with a proven track record in raising over CAD $100 million since 2008, positions him as a valuable addition to the Element79 team.
Mr. Shane Williams resigned from the Board of Directors. Mr. Williams departed from his position on Element79’s Board of Directors to focus on personal endeavors and increasing professional commitments but will remain an advisor to the Company.
Ms. Heidi Gutte resigned as Chief Financial Officer (CFO) as part of a leadership change, and continued to support the Company in a consultancy role to ensure a smooth transition.

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

Mr. Antonios Maragakis resigned as Chief Operating Officer (COO) due to other professional commitments but will continue to serve as a valued member of the Board of Directors.
Mr. George Tumur resigned as Director due to other professional commitment.

During the year ended August 31, 2024, the Company completed a consolidation of the authorized and issued common shares of the Company (the “Common Shares”), on the basis of a one (1) post-consolidated Common Share for each ten (10) pre-consolidation Common Shares (the “Consolidation”). No fractional Common Shares being issued upon the Consolidation. In the event a holder of Common Shares would otherwise be entitled to receive a fractional Common Share in connection with the Consolidation, the number of Common Shares to be received by such shareholder was rounded down to the next whole number if that fractional Common Share is less than one half (1/2) of a Common Share, and was rounded up to the next whole number of Common Shares if that fractional Common Share is equal to or greater than one half (1/2) of a Common Share. Effective at the opening of markets on November 8, 2023, the Common Shares commenced trading on the CSE on a post-Consolidation basis under the existing ticker “ELEM”. The new CUSIP number will be 28619A200 and the new ISIN number will be CA28619A2002. Outstanding stock options and warrants were adjusted by the Consolidation ratio. All Common Shares and per common share amounts in this MD&A have been retroactively restated to reflect the Consolidation.

On November 14, 2024, the company closed a non-brokered private placement for aggregate gross proceeds of $500,024 and issued 5,000,240 units at a price of $0.10 per unit. Each unit consists of one common share and one common share purchase warrant. Each warrant is exercisable into one share at an exercise price of $0.15 until November 14, 2026.

On October 24, 2024, the Company entered into debt settlement agreements with various vendors to settle and aggregate debt of $1,022,115 and issued 7,862,421 common shares at $0.13 per share.

PROJECT OVERVIEW

All technical aspects of the Company for this MD&A report have been reviewed and approved by Neil Pettigrew, M.Sc., P.Geo., a Director of the Company and Qualified Person (“QP”) under National Instrument (“NI’) 43-101. A breakdown of material components of exploration and evaluation assets can be found in the Financial Statements.

Peruvian Properties

On June 28, 2022, the Company acquired all of the issued and outstanding common shares of Calipuy Resources Inc. (“Calipuy”), a private B.C. corporation, which, through its subsidiaries, holds a 100-per-cent interest in the past producing Lucero mine, one of the highest-grade underground mines in Peru's history at grades averaging 19.0 grams per tonne gold equivalent (14.0 g/t gold and 373 g/t silver). Operations were suspended in 2005 at Lucero due to the persistence of low gold and silver prices at the time.

The purchase price included the issuance of 1,916,548 common shares of the company and 383,309 performance bonus warrants. Each performance bonus warrant is exercisable into one common share of the Company at an exercise price of $20.00 per share expiring on the earlier of (i) three years from the exercise eligibility date, subject to achievement of bonus performance target that is tied to producing a minimum production target of 9,000 tons of ore yielding a minimum of 1,500 oz gold within a 30-day production period, and (ii) five years from the date of issuance of the performance warrants.

Element79 may accelerate the expiry of the performance bonus warrants if its common shares have a closing price greater than $35.00 per share for a period of 10 consecutive trading days on the exchange at any time after closing.

An aggregate of 1,297,150 consideration shares and 259,429 performance bonus warrants were subject to a lock-up agreement, whereby 50% were released on December 28, 2022 and the remaining 50% were released on June 28, 2023.

The acquisition was a related-party transaction pursuant to Multilateral Instrument 61-101 (Protection of Minority Shareholders in Special Transactions). Antonios Maragakis, who was the chief executive officer and a director of Calipuy, is also a director and former chief operating officer of the Company. Mr. Maragakis disclosed his interest in the acquisition

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

to the board of directors of each of the Company and Calipuy and has abstained from voting on approval of the agreement and the acquisition. In addition, Shane Williams, a director of the Company at the time of the acquisition, was also a director of Calipuy. Prior to closing, neither Mr. Maragakis, nor Mr. Williams held any common shares of the Company, and following closing, their beneficial direct and indirect shareholdings increased to 97,688 common shares and 292,509 common shares, respectively. The acquisition and agreement were reviewed and considered by the disinterested members of the board of directors of the Company with Mr. Maragakis recusing himself for discussions relating to the same, and the disinterested members of the board unanimously approved entry into the agreement and completion of the acquisition on the terms of the agreement. The Company believes that the acquisition provides an opportunity to advance the property and deliver value to Element79 shareholders. A special committee was not formed for the purpose of reviewing the acquisition, and an independent valuation was not obtained in connection with closing. Each of Mr. Maragakis and Mr. Williams have terminated any and all compensation agreements with Calipuy, and waived any entitlement to severance or change of control payments by Calipuy that would have otherwise been triggered as a result of the acquisition.

The acquisition of Calipuy included Minera Machacala S.A.C. (“Machacala”), a Peruvian entity that owns the Machacala mine project in the Department of La Libertad of Peru and Compania Minera SFJ S.A.C. (“SFJ”), a Peruvian entity that owns the Urumalqui project in the Department of La Libertad of Peru.

On February 18, 2023, in a mutual agreement with certain contractors and related parties (counterparties), the Company terminated the acquisition agreements for Machacala and SFJ and will return 121,030 of its Element79 common shares to treasury and return all shares of Minera and SFJ, to their former owners. 87,683 common shares were returned during the year ended August 31, 2024.

The termination of Machacala and SFJ includes the termination its interest in the Machacala mine project and Urumalqui project. The Company feels that relinquishing ownership of the Machacala mine project and Urumalqui project is both a prudent financial decision and provides greater focus on developing higher-value-generating core projects within its portfolio. The return to treasury of the shares represents the purchase shares issued as part of the original acquisition.

As a result of the termination, the Company reduced the balance on its exploration and evaluation assets by $3,234,756, including recognizing an impairment loss of $229,850, reduced the balance on the provisions liabilities by $3,107,673, reduced the net liabilities of Minera Machacala S.A.C. and Compania Minera SFJ S.A.C on the termination date, and recognized the treasury stock to be cancelled at its fair value of $114,978.

The termination of the Machacala and Urumalqui purchase agreements is a related party transaction pursuant to Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions. Antonios Maragakis, who was the CEO and a director of Calipuy prior to its purchase by Element79 Gold, is also a director and the chief operating officer of the company. Mr. Maragakis has disclosed his interest in the termination to the board of directors of each of the Company and Calipuy, and abstained from voting on termination of the agreement.

Acquisition of Minas Lucero Del Sur S.A.C, (“MLDS”)

On December 21, 2020 (the “MLDS Closing Date”), the Company’s subsidiary Calipuy completed a share purchase agreement (the “MLDS Agreement”) with Condor Resources Inc. (“Condor”) to acquire all issued and outstanding shares of MLDS (the “MLDS Shares”) which owns certain rights, titles and interests in and to the Lucero mine project in the District of Chacas in Peru.

Pursuant to the MLDS Agreement, as amended, the Company is obligated to make the following payments (the “MLDS Cash Payment”) to Condor:

On the MLDS Closing Date US$90,000 (paid – Cdn$115,704);
On or before June 21, 2022 US$75,000 (paid - Cdn$97,688);
On or before January 31, 2023 US$100,000 (paid – Cdn$133,500)*;
On or before March 31, 2023 US$200,000 (paid – Cdn$269,900)*
On or before December 21, 2023 US$500,000 (paid as outlined below)*; and
On or before June 30, 2025 US$1,100,000**.

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

As consideration for the agreement to reschedule the third payment into two payments, Element79 issued 25,000 shares valued at $40,000 to Condor on December 21, 2022. All other terms of the sale of Minas Lucero del Sur remain unchanged.

On December 19, 2023, the Company and Condor have agreed to reschedule the U$500,000 payment due on or before December 31, 2023, into two tranches. Twenty five percent of the payment (US$125,000) will be satisfied now by the issuance of common shares of Element79 (issued). The balance of US$375,000 is due on or before March 31, 2024. As consideration for the rescheduled payments, Element79 will issue a bonus of US$12,500 to Condor, payable in Element79 shares (issued).

On April 5, 2024, the Company and Condor have agreed to further restructure the U$375,000 payment as follows:

US$100,000 (paid – Cdn$136,500)
US$85,000 (US$75,000 plus US$10,000 bonus) will be satisfied by the issuance of units comprising of one common share and one warrant convertible for one common share of the Company at 0.35 for two years. (499,413 units issued with a value of $114,865)
US$200,000 to be paid on or before the closing of Element79’s sale of their Maverick Springs project, which sale is expected to close before the end of June 2024. (paid – Cdn$272,042)
In consideration of the restructure, Element79 will pay an additional US$20,000 on or before the closing of Element79’s sale of their Maverick Springs project, which sale is expected to close before the end of June 2024. (paid – Cdn$27,204)

**On December 18, 2024 the Company and Condor have agreed to reschedule the U$1,000,000 payment due on or before December 31, 2024 to $1,100,000 due on or before June 30, 2025 (“Subject payment”). As security to the subject payment, the Company pledges 1,750,000 shares of Sun Silver Limited in favor of Condor until May 6, 2025.

In addition to the MLDS Cash Payment, the Company will make an additional cash payment of US$1,535,000 (the “MLDS Final Cash Payment”) to Condor on or before December 31, 2026 in an amount equal to the additional amount required to make the total aggregate amount of the MLDS Cash Payment and the MLDS Final Cash Payment to be US$3,600,000* unless:

(i) The Company accelerates the MLDS Cash Payment and all such MLDS Cash Payment are made within thirty-six (36) months of the MLDS Closing Date in which case the MLDS Final Cash Payment shall be an amount equal to the additional amount required to make the total aggregate amount of the MLDS Cash Payment and the MLDS Final Cash Payment to be US$3,000,000;
(ii) Subject to (i), the price of gold averages not less than US$2,500 per ounce during the 30 days prior to the payment date of the MLDS Final Cash Payment, in which case the MLDS Final Cash Payment shall be an amount equal to the additional amount required to make the total aggregate amount of the MLDS Cash Payment and the MLDS Final Cash Payment to be US$4,000,000; or
(iii) Subject to (i), the price of gold averages not less than US$3,000 per ounce during the 30 days prior to the payment date of the MLDS Final Cash Payment, in which case the MLDS Final Cash Payment shall be an amount equal to the additional amount required to make the total aggregate amount of the MLDS Cash Payment and the MLDS Final Cash Payment to be US$6,000,000.
collectively the “MLDS Subsequent Cash Payment”

Using a risk-adjusted discount rate of 12%, the fair value of the MLDS Subsequent Cash Payment was calculated as $2,362,861 and recorded the provision at the MLDS Closing Date, which will be accreted to the face value during the term of the MLDS Subsequent Cash Payment. As at August 31, 2024, the book value of MLDS Subsequent Cash Payment has been accreted to $2,873,604 (August 31, 2023 - $3,209,453).

Pursuant to the MLDS Agreement, until the MLDS Subsequent Cash Payment is settled and subsequent to the Company receiving the first $550,000 proceeds from the future financings, Condor has the right but not the obligation to convert all

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

or part of the outstanding MLDS Subsequent Cash Payment into the Company's common shares at a discounted price of 20% of the price offered in the future financing.

In addition, in connection with the acquisition of MLDS, the Company and Condor entered into a share pledge agreement (the “MLDS SP Agreement”). Pursuant to the MLDS SP Agreement, the MLDS Shares are pledged to Condor as collateral for the MLDS.

Lucero mine project

Formerly operated as the Shila mine from 1989 to 2005, Lucero consists of 10,805 hectares located in the Shila range of southern Peru, which contains several historic high-grade gold-silver mines. Lucero consistently delivered high grades during 16 years of operations, and between 1998 and 2004, reported production averaging approximately 18,800 ounces of gold and 435,000 ounces of silver per year at grades of 19.0 g/t AuEq (14.0 g/t Au and 373 g/t Ag), with recoveries at the ore processing facility averaging 94.5 % for gold and 85.5 % for silver.

A 0.5-per-cent NSR (net smelter royalty) is retained by Sandstorm Gold Ltd., one of the largest gold royalty companies in the world.

A NI 43-101 report, dated Sept 4, 2021, prepared for Calipuy (now a wholly owned subsidiary of Element79) on the Lucero mine project by Mining Plus is now available on the Company website. Samples collected by the QP of the report returned up to 116.8 g/t AuEq (78.7 g/t Au and 2,856 g/t Ag). Due to a lack of historical data, the project does not host any resources. However, access to the historic workings is available, and the QP of the report states Lucero is underexplored and has significant exploration potential for extension of known veins and to discover additional veins.

Lucero is one of many low-sulphidation epithermal Au-Ag deposits hosted in tertiary volcanics of the central Andes cordillera of southern Peru. The project hosts 74 recognized epithermal veins, 14 of which have been partially exploited. High-grade bonanza-style direct shipping ore was mined in the past from low- to intermediate-sulphidation quartz-carbonate massive sulphide veins. Prospecting by previous operator Condor Resources Inc. from 2012 to 2020 identified the high-sulphidation epithermal alteration zone with structures that returned peak sample values of 80.1 g/t AuEq (33.4 g/t Au and 3,500 g/t Ag). This alteration zone, measuring approximately 1,300 metres by 1,400 metres, exhibited no evidence of prior sampling or drilling, and is believed to host potential for a bulk-tonnage disseminated goldsilver deposit.

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Figure 1. Lucero Project showing major historic mining areas

During the year ended August 31, 2022, samples collected by the Company during a site visit returned high grade silver-gold-lead-zinc mineralization.

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

Highlights:

Up to 7.7g/t Au, 916 g/t Silver, 1.1 % Lead, and 0.5% Zinc, in grab samples
Several quartz-carbonate veins observed with recent artisanal workings
Evidence for potential high sulfidations system

Table 1. Grab Sample Assay Results

Sample Number	Easting (NAD84 Zone18L)	Northing (NAD84 Zone18L)	Au g/t	Ag g/t	Cu %	Pb %	Zn %	Description
L1.2	802149	8296909	0.00	0.3	0.00	0.00	0.00	Disseminated pyrite rich clay altered dacite
L2	802367	8296764	0.01	<0.2	0.00	0.01	0.00	Vuggy hydrothermal breccia
L4	801526	8296837	<0.05	37.6	0.00	0.00	0.00	Silicified dacite with strong disseminated pyrite
L5	801105	8296887	7.11	50.0	0.10	1.72	2.09	galena-sphalerite bearing quartz-carbonate vein from recent artisanal workings
L7	802002	8295790	7.70	916. 0	0.19	1.07	0.49	galena bearing quartz carbonate vein from recent artisanalworkings

The samples collected by the Company during the site visit are in line with those collected by the QP of the recent 43-101 technical report on Lucero which returned check samples up to 78.7g/t Au and 2,856 g/t Ag, as well as past production by Buenaventura.

During the year end August 31, 2023, the Company completed an underground sampling program that consisted of 72 chip samples collected by SLM Resource Group. The batch of 21 assay results were collected underground as chip samples across several veins from the Apacheta Zone, where local informal miners had worked sporadically for the last several years. This work program focused on three different underground workings and revealed high-grade gold-silver mineralization up to 11.7 ounces per ton gold and 247 ounces per ton silver, confirming two orientations of mineralized structures. These comprise a roughly E-W orientation associated with higher precious metals and a more NW orientation associated with higher base metals, both with economic grades (Table 2.) and host veins approximately 0.3 meters thick.

Table 2. Assay Results from 2023 Chip Sampling Program on the Lucero Project Sample

Sample Number	Au g/tonne	Au Oz/ton	Ag g/tonne	Ag Oz/ton	Cu %	Pb %	Zn %	Vein Width (m)	Mine Working
LUC2023-01	9.9	0.3	441	12.9	0.02	0.29	1.32	0.30	NV 150 SUR
LUC2023-02	9.9	0.3	319	9.3	0.03	0.25	0.74	0.30	NV 150 SUR
LUC2023-03	31.7	0.9	325	9.5	0.00	0.25	0.24	0.20	NV 150 SUR
LUC2023-04	78.9	2.3	3343	97.5	0.26	0.38	0.55	0.20	NV150 SUR
LUC2023-05	74.5	2.2	2645	77.1	0.16	0.36	0.51	0.20	NV 150 SUR
LUC2023-06	402.0	11.7	8464	246.9	0.08	0.04	0.04	0.20	NV 150 SUR
LUC2023-07	231.0	6.7	8363	243.9	0.19	0.98	1.43	0.25	NV 150 SUR
LUC2023-08	30.2	0.9	493	14.4	0.20	1.52	1.82	0.30	NV 150 SUR (1)
LUC2023-09	105.0	3.1	3841	112.0	0.44	14.86	22.4	0.40	NV150 SUR(1)
LUC2023-10	204.0	6.0	2416	70.5	0.61	7.03	5.56	0.30	NV 150 SUR (1)
LUC2023-11	143.0	4.2	1593	46.5	0.43	4.95	3.30	0.30	NV 150 SUR (1)
LUC2023-12	2.9	0.1	53	1.6	0.14	0.46	0.81	0.40	NV 150 NORTE
LUC2023-13	8.6	0.2	126	3.7	0.77	2.46	5.64	0.30	NV 150 NORTE
LUC2023-14	14.5	0.4	294	8.6	2.49	5.49	9.71	0.30	NV150 NORTE
LUC2023-15	24.1	0.7	285	8.3	1.85	11.43	19.61	0.50	NV 150 NORTE
LUC2023-16	24.4	0.7	225	6.6	1.54	8.61	16.50	0.50	NV150 NORTE
LUC2023-17	52.6	1.5	634	18.5	0.72	5.57	8.33	0.40	NV 150 NORTE
LUC2023-18	25.5	0.7	453	13.2	0.08	0.51	0.27	0.40	NV 200
LUC2023-19	31.6	0.9	1821	53.1	0.16	1.18	2.09	0.10	NV 200
LUC2023-20	26.0	0.8	2213	64.5	0.06	4.03	8.45	0.30	NV 200
LUC2023-21	32.9	1.0	1479	43.1	0.24	0.48	0.65	0.30	NV200

Assays from the 2023 underground grab- and channel samples from the Pillune Area highlights:

10.5 oz/t Gold and 29 oz/t Silver in sample LUC2023-33
4.7 oz/t Gold and 29 oz/t Silver in Sample LUC2023-34

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

The 2023 work program revealed high-grade gold-silver mineralization confirming two orientations of mineralized structures. These comprise a roughly E-W orientation associated with higher precious metals and a more NW orientation associated with higher base metals, both with economic grades (Table 3).

Table 3. Underground chip sample assay results for the Pillune Area of the Lucero Project


Sample Number	Aug/tonne	Au Oz/ton	Ag g/tonne	Ag Oz/ton	Cu%	Pb%	Zn%	Vein Width(m)
LUC2023-22	1.0	0.03	30	0.9	0.02	0.05	0.30	0.10
LUC2023-23	2.8	0.08	9	0.3	0.01	0.26	0.18	0.05
LUC2023-24	0.2	0.01	23	0.7	0.09	0.88	0.23	0.05
LUC2023-25	1.3	0.04	6	0.2	0.03	0.17	0.23	0.30
LUC2023-26	8.0	0.23	205	6.0	0.02	0.12	0.18	0.10
LUC2023-27	24.2	0.71	37	1.1	0.14	1.60	2.33	0.10
LUC2023-28	10.8	0.32	24	0.7	0.15	0.31	0.46	0.10
LUC2023-29	24.5	0.71	33	1.0	0.14	1.06	1.35	0.30
LUC2023-30	36.0	1.05	48	1.4	0.18	1.41	0.54	0.30
LUC2023-31	38.0	1.11	83	2.4	0.25	1.50	0.87	0.30
LUC2023-32	34.9	1.02	193	5.6	0.17	1.47	1.51	0.10
LUC2023-33	359.0	10.47	>1000*	>29.2*	0.08	1.31	0.07	0.10
LUC2023-34	160.0	4.67	>1000*	>29.2*	0.04	0.60	0.82	0.05
LUC2023-35	28.0	0.82	179	5.2	0.02	0.27	0.30	0.30
LUC2023-36	8.8	0.26	304	8.9	0.09	0.57	0.73	0.10
LUC2023-37	12.6	0.37	271	7.9	0.06	0.57	0.91	0.10
LUC2023-38	6.2	0.18	33	0.9	0.03	1.04	1.60	0.10
LUC2023-39	51.8	1.51	670	19.5	0.01	1.14	1.30	0.10
LUC2023-40	75.7	2.21	246	7.2	0.10	4.21	3.16	0.05
LUC2023-41	28.5	0.83	75	2.2	0.10	2.06	2.21	0.05
LUC2023-42	25.6	0.75	268	7.8	0.01	0.08	0.10	0.05
LUC2023-43	22.8	0.67	56	1.6	0.05	1.70	2.21	0.10
LUC2023-44	54.9	1.60	>1000*	>29.2*	0.02	0.65	0.92	0.10
LUC2023-45	47.5	1.38	>1000*	>29.2*	0.06	0.38	0.54	0.10

*Upper detection limit of silver analysis was 1,000 g/tonne

The final 27 chip samples were taken from the Pillune and Sando Alcalde areas.

Highlights:

1.7 oz/t Gold and 189 oz/t Silver at Sando Alcalde, sample LUC2023-059
• 2.6 oz/t Gold and 3 oz/t Silver at Pillune, sample LUC2023-063

The 2023 work program carried out by SLM Resource Group focused on three different underground workings and revealed high-grade gold-silver mineralization (Table 4.) and host veins ranging from 0.1 to 0.3 meters thick.

Table 4. Underground chip sample assay results for the Pillune Area and Sando Alcalde Area of the Lucero Project

Sample Number	Au g/tonne	Au Oz/ton	Ag g/tonne	Ag Oz/ton	Cu %	Pb %	Zn %	Vein Width (m)	Area
LUC2023-46	20.1	0.59	1706	49.8	0.09	0.59	0.75	0.30	Sando
LUC2023-47	37.8	1.10	3589	104.7	0.10	0.97	1.38	0.30	Sando
LUC2023-48	27.3	0.80	2243	65.4	0.06	0.83	1.00	0.30	Sando
LUC2023-49	57.5	1.68	6495	189.4	0.21	1.70	1.80	0.30	Sando
LUC2023-50	40.1	1.17	2881	84.0	0.11	2.55	6.87	0.30	Sando
LUC2023-51	1.5	0.04	110	3.2	0.13	0.70	0.17	0.40	Sando
LUC2023-52	11.5	0.33	1167	34.0	0.05	0.31	0.45	0.30	Sando
LUC2023-53	0.5	0.01	49	1.4	0.27	2.91	2.23	0.05	Sando
LUC2023-54	0.4	0.01	80	2.3	0.39	6.58	3.08	0.05	Sando

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

Sample Number	Au g/tonne	Au Oz/ton	Ag g/tonne	Ag Oz/ton	Cu %	Pb %	Zn %	Vein Width (m)	Area
LUC2023-55	8.9	0.26	124	3.6	0.02	0.39	0.58	0.30	Sando
LUC2023-56	0.6	0.02	201	5.9	0.24	11.50	0.47	0.30	Sando
LUC2023-57	25.5	0.74	94	2.7	0.00	0.09	0.03	0.40	Sando
LUC2023-58	32.2	0.94	127	3.7	0.01	0.08	0.05	0.10	Pillune
LUC2023-59	37.0	1.08	1648	48.1	0.04	0.31	0.32	0.10	Pillune
LUC2023-60	18.3	0.53	957	27.9	0.02	0.18	0.18	0.10	Pillune
LUC2023-61	6.9	0.20	303	8.8	0.02	0.07	0.07	0.10	Pillune
LUC2023-62	9.6	0.28	264	7.7	0.01	0.30	0.35	0.10	Pillune
LUC2023-63	90.4	2.64	104	3.0	0.01	0.42	0.89	0.05	Pillune
LUC2023-64	24.1	0.70	94	2.7	0.01	0.17	0.44	0.10	Pillune
LUC2023-65	19.0	0.55	628	18.3	0.04	0.39	0.83	0.10	Pillune
LUC2023-66	50.6	1.47	529	15.4	0.19	2.06	0.96	0.10	Pillune
LUC2023-67	37.8	1.10	1111	32.4	0.21	2.51	0.84	0.10	Pillune
LUC2023-68	28.6	0.83	215	6.3	0.01	0.04	0.04	0.10	Pillune
LUC2023-69	25.0	0.73	78	2.3	0.00	0.02	0.03	0.10	Pillune
LUC2023-70	2.2	0.06	79	2.3	0.02	0.05	0.07	0.10	Pillune
LUC2023-71	4.3	0.12	84	2.4	0.03	0.08	0.07	0.10	Pillune
LUC2023-72	40.4	1.18	479	14.0	0.05	0.51	0.78	0.10	Pillune

During a local assembly held on Sunday, September 3, 2023, the Community of Chachas, Castilla Province, Arequipa Region, approved the issuance of a permit to Minas Lucero del Sur S.A.C. (“Minas Lucero”), a wholly-owned subsidiary of the Company. The resolution was endorsed by a majority of qualified community members present at the local assembly. The permit allows the Company to conduct superficial mining exploration activities, including geological mapping and selective sampling, for a duration of four months, commencing from September 1, 2023, through December 31, 2023.

Monthly work plans were designed, and the Company is focusing on re-creating the “lost” historical data sets of both above-ground and underground mapping, sampling and trenching. This activity will create the data required to generate drill targets and provide much of the information towards PEA/PFS studies in 2024. Ore Discovery LLC, with a local branch of their operations in Lima, has been engaged as the Company’s core geological service contractor to carry out the geological mapping and sampling works onsite.

This work is a critical step to our greater development plan leading up to restarting production at Lucero, where we will be building out a data set through sampling, mapping, targeting trenching and drilling locations both above ground and underground. While mapping will be across the whole property, trenching and drill site targeting will focus on the Apacheta, Pillune and Sando Alcalde areas of the property, where the past production came from and is therefore of highest interest. We will also be setting our sights on the Andrea area, where we intend to begin work on a previously untouched vein system, alongside the Chachas community’s artisanal miners.

As part of the agreement reached during the local assembly on September 3, 2023, Minas Lucero has undertaken to contribute to the community's infrastructure development by providing 3,000 meters of 4-inch piping in two deliveries, for the channeling of La Jocha in Ticlla. These commitments are integral to securing the necessary permits for further exploration, with the goal of potential bulk sampling and revenue generation in 2024.

The Company’s management team and contractors were present in the Chachas community on October 6-8, 2023 for meetings and a formal donation ceremony, where the delivery of the piping to the Community of Chachas, Peru. This initiative underscores the Company's commitment to nurturing positive relationships with local communities while upholding the highest standards of environmental and ethical responsibility in its exploration endeavors. The piping will play a vital role in redirecting water at La Jocha in Ticlla, a critical infrastructure project with far-reaching benefits for the entire community.

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

In addition to the piping donation, the Company is actively engaged with the Community of Chachas in the development of a comprehensive plan for sustainable exploration and development at the Lucero project. This strategic plan prioritizes the minimization of environmental impact while maximizing the advantages to the local community.

The Company has partnered with UMA ("UMA"), a prominent Peruvian Non-Governmental Organization based in Lima. UMA helps communities across Peru develop through a focus on environmental education, with a drive to understand social and economic scenarios of developing communities to help create solutions to their unique socialenvironmental challenges. Together, Element79 and UMA aim to develop a comprehensive education program that will create a baseline of knowledge and perception of the mining industry as well as social, environmental and economical topics tailored for the Chachas community and surrounding areas.

The Company is dedicated to conducting environmentally responsible and sustainable exploration activities, emphasizing the importance of collaboration with the local community for mutual benefit. The Company is enthusiastic about its role within the Community of Chachas and eagerly anticipates further cooperative efforts to build a brighter, more sustainable future for all parties involved. The Company has set up an official field office in Chachas, Arequipa as of February, 2024, to facilitate its ongoing community relations as well as increasing level of field work ramping up to ore operations later in the year.

In 2023, the field work focused on surface mapping (1/2,500 scale) as well as surface and underground sampling at the Apacheta and Sando Alcalde areas. Despite adverse weather conditions affecting surface work, underground work at Sando Alcalde commenced on September 21, 2023, following authorization from the Community of Chachas, RRCC. The achievements include:

Mine Workings Mapping: 1,400 linear metres covered, representing 40% more than the initial target schedule.
Surface Geological Mapping (1:2,500 scale): A total of 360 hectares were mapped, contributing to a cumulative total of more than 400 hectares.
Field Stations: 98 established, with a cumulative total of 279.
Samples Collected: A total of 111 samples have been collected and sent to Certimin Laboratory (33 surface, 64 underground, and 14 QA/QC).

Recent work in November 2023, focused on mapping and surface and underground sampling at the Apacheta area. The following progress has been made:

Underground Mapping: 4 adits, 2,505 linear meters (358m/day).
Sampling: 200 samples collected (28 samples per day), including 26 QA/QC samples.

Further field work was completed at the Lucero mine project, with the total 2023 work program re-generating unavailable historical mapping and data sets, including a significant volume of channel samples along the adits and veins where past production, and current artisanal production is coming from. The latest underground mapping and channel sampling efforts have revealed additional insights and accessible historical working, originally estimated at just 2.5 km. Recent work documented, a spanning network of 8.9 km of workings, with 85% now meticulously mapped and sampled. To date a total of 19 adits have been mapped, with 10 additional adits remaining for underground mapping. In addition to discovery of significantly more accessible working, work done between October 2023 and December 2023 yielded significant insight into Lucero mine project gold-silver mineralization as outlined below:

Mineralization conforms to the intermediate sulfidation epithermal style, characterized by gold-silver veins with associated lead and zinc sulphides.
Subvertical structures, hosted with dacite tuffs are the primary controls of the mineralized veins, with an average vein width of 0.40m.

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

Within the Apacheta zone, mineralization remains open at depth and towards the northwest.
Two structures exhibiting significant exploration potential for gold-silver mineralization have been identified: the Promesa vein and the Pillune sector.
Notably, the Pillune sector appears hosts a well-defined ore shoot, highlighting its substantial mineralization potential.

The Company received additional results from the most recent underground and surface sampling of its flagship Lucero property. Among a total of 97 samples were sent for assays, 56 of which returned greater than 0.1 g/t gold (up to 8.55 g/t gold and 523 g/t silver) which are shown in Table 5. Several samples also were also rich in base metals (up to 23.7% lead and 9.9% zinc) All Samples were sent for To CERTIMIN S.A. Laboratories, Lima, Peru for analysis. Standards and duplicates were inserted every 10th samples.

Table 5. Samples returning >0.1 g/t gold from the fall 2023 sampling program, C (channel sample), G (grab sample), S ( surface), U (underground).

	Type				length	Au	Ag	Cu	Pb	Zn
Sample		Origin	WGS84 Z18S Easting	WGS84 Z18S Northing	(m)	g/t	g/t	%	%	%
2101	C	S	803,491	8,296,553	0.80	0.30	1.2	0.0	0.0	0.0
2103	C	S	803,493	8,296,666	1.00	0.53	8.9	0.0	0.0	0.0
2104	C	S	803,658	8,296,620	0.30	0.15	0.7	0.0	0.0	0.0
2108	C	S	803,700	8,296,468	0.60	0.12	1.9	0.0	0.0	0.0
2109	C	S	803,700	8,296,469	0.50	0.30	6.2	0.0	0.0	0.0
2113	C	S	803,730	8,296,446	1.00	0.25	40.1	0.0	0.0	0.0
2117	C	S	803,481	8,296,736	1.10	0.12	3.8	0.0	0.1	0.0
2119	C	S	803,457	8,296,803	0.50	0.58	2.6	0.0	0.0	0.0
2120	C	S	803,456	8,296,803	0.60	1.57	9.1	0.0	0.0	0.1
2123	C	S	803,399	8,296,787	0.50	2.77	9.7	0.0	0.0	0.0
2124	C	S	803,399	8,296,788	0.80	0.27	5.1	0.0	0.0	0.1
2125	C	S	803,298	8,297,044	0.35	1.70	57.7	0.0	0.1	0.1
2126	C	S	803,298	8,297,043	0.60	6.22	33.0	0.0	0.1	0.1
2127	C	S	803,189	8,297,146	0.35	5.01	138.0	0.0	0.1	0.0
2128	C	S	803,303	8,296,978	0.80	0.27	17.4	0.0	0.1	0.1
2129	C	S	803,257	8,297,133	0.40	1.75	84.1	0.0	0.0	0.1
2130	C	S	803,256	8,297,133	0.85	0.65	42.6	0.0	0.0	0.1
2134	C	S	803,594	8,297,072	0.60	0.18	26.2	0.0	0.4	0.1
2139	G	U	801,951	8,294,338	N/A	6.96	81.4	0.1	0.4	0.8
2140	G	U	801,929	8,294,348	N/A	1.06	23.1	0.0	0.7	1.2
2141	C	U	801,882	8,294,362	0.30	0.12	5.5	0.0	0.0	0.1
2143	C	U	801,832	8,294,389	0.30	0.90	29.1	0.0	0.1	0.3
2145	G	U	801,809	8,294,390	N/A	8.55	523.0	0.0	0.4	0.2
2149	C	U	801,824	8,294,392	0.45	6.19	97.0	0.1	0.4	0.4
2150	C	U	802,276	8,293,072	0.90	0.14	40.1	0.1	2.1	1.3
2152	C	U	802,297	8,293,075	0.30	2.11	48.5	0.0	1.6	3.6
2154	C	U	802,297	8,293,075	0.50	0.11	6.3	0.0	0.3	0.8
2156	C	U	802,374	8,293,117	0.90	0.18	6.6	0.1	0.2	0.4
2157	C	U	802,382	8,293,119	1.50	0.16	13.7	0.1	0.3	2.2
2159	C	U	802,412	8,293,119	0.40	0.16	22.7	0.0	2.7	1.6
2160	C	U	802,439	8,293,126	0.80	0.10	34.1	0.2	2.3	2.7
2162	G	U	802,498	8,293,150	N/A	0.60	5.0	0.0	0.1	0.2
2163	C	U	802,520	8,293,161	0.65	0.24	7.2	0.0	0.5	1.0
2165	C	U	802,542	8,293,167	0.30	0.11	2.9	0.0	0.2	0.2

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

	Type				length	Au	Ag	Cu	Pb	Zn
Sample		Origin	WGS84 Z18S Easting	WGS84 Z18S Northing	(m)	g/t	g/t	%	%	%
2166	C	U	802,596	8,293,176	0.55	0.29	2.4	0.0	0.1	0.2
2167	C	U	802,595	8,293,175	0.60	0.20	23.5	0.0	2.9	2.2
2169	C	U	802,327	8,293,090	0.55	0.27	4.3	0.0	0.0	0.1
2171	C	U	802,327	8,293,091	0.50	0.43	29.4	0.0	0.6	0.7
2173	C	U	802,367	8,293,108	0.45	0.37	14.7	0.0	0.6	0.3
2175	C	U	802,385	8,293,111	0.90	0.32	69.0	0.6	3.8	2.6
2176	C	U	802,405	8,293,113	0.35	1.22	60.8	0.2	3.7	2.7
2178	C	U	802,424	8,293,116	0.55	0.17	5.8	0.0	0.2	0.3
2179	C	U	802,424	8,293,115	0.40	0.49	210.0	0.3	23.7	9.9
2181	C	U	802,424	8,293,115	0.70	0.16	35.3	0.1	0.1	1.0
2182	C	U	802,453	8,293,126	0.75	0.17	7.8	0.0	0.2	0.2
2183	C	U	802,510	8,293,155	0.80	0.25	6.6	0.0	0.2	0.5
2184	C	U	802,509	8,293,156	0.50	0.65	30.5	0.1	1.8	6.1
2185	C	U	802,629	8,293,181	0.40	0.12	5.7	0.1	0.1	0.3
2187	C	U	802,676	8,293,176	0.55	0.54	10.6	0.0	0.4	0.8
2188	C	U	802,676	8,293,176	0.35	0.27	15.9	0.1	1.6	0.6
2189	C	U	802,331	8,293,090	2.00	0.40	12.9	0.0	0.5	0.3
2200	C	U	802,361	8,293,107	0.40	0.19	3.3	0.0	0.3	0.4
2202	C	U	802,371	8,293,108	0.70	0.12	5.1	0.0	0.1	0.1
2203	C	U	802,371	8,293,107	0.65	0.11	9.1	0.0	0.9	0.2
2206	C	U	802,375	8,293,108	1.60	0.16	2.4	0.0	0.1	0.2
2209	C	U	802,383	8,293,111	0.30	0.13	23.0	0.1	0.6	0.8

This data will help the Company develop geological models and both underground and surface-level drilling targets, which the Company intends to form the 2024 drilling campaign that is expected to feed a minimum 200tpd mine plan. Subsequent quarters are expecting ore extraction and continued drilling for resources, estimate mine development, along with completion of a preliminary economic assessment (PEA), laying the foundation for the construction of on-site process facilities to improve mid-term economics and unlock resource size.

The Element79 team has a clear vision for the future. Our short-term goal involves bulk sampling and sales to local mills to gain additional knowledge of the deposit as well as generate revenue. The Company completed a non-binding letter of intent (“LOI”) with Compañía de Minas Buenaventura S.A.A. (“BVN”) that paves the way for the sale of ore from the Lucero property. This marks a pivotal moment in the Company's journey and aligns directly with its cash-flow generation strategy for 2024.

Under the terms of the LOI, Element79 and BVN have outlined several key points:

Bulk Sampling Program: A pilot bulk sampling program (“Pilot Program”) is set to commence in mid-2024, aiming to extract a minimum quantity of ore over a 12-month period, to be shipped to BVN's Orcopampa mill for processing.

Definitive Agreement: The parties are committed to negotiating a definitive agreement approximately 90 days before the Pilot Program's start.

Quantity: The Company will deliver an average of 200 tons per day of ore to BVN's Orcopampa facilities under the Pilot Program.

Right of First Refusal: BVN has the exclusive right of first refusal to buy the ore produced by the Company during the Pilot Program.

Purchase Price: The purchase price per metric ton of ore will be determined per delivery, after sampling and testing by BVN, based on industry standards and the LME (London Metal Exchange) pm price of the day.

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

Delivery Schedule: Specific delivery schedules will be mutually agreed upon in advance, ensuring smooth coordination with Orcopampa's operations.

Quality Control: Rigorous quality control mechanisms will be established to meet agreed-upon specifications. Another component of the LOI is that BVN has granted the Company access to valuable historical information from its archives, allowing Element79 to benefit from a more comprehensive understanding of the property, and therefore a greater potential for more effective and efficient mine planning. This knowledge will assist in developing an efficient bulk tonnage extraction and toll processing plan.

Assay results from additional underground sampling received in May 2024, includes samples up to 98 g/t gold and 2,034 g/t silver (sample 2508) at its flagship Lucero property, Peru.

Key Highlights:

Significant Mineral Endowment: Total of 455 underground channel samples have been collected from this recent phase, representing nearly 600 kg (620kg) of mineralization and 650 kg of wall rock, underwent comprehensive analysis by our partners at Ore Discovery and unveiled significant exploration potential. Results in 115 samples returned substantial values in gold (Au) (ranging from 1.0 g/t to 98.1 g/t), silver (Ag) (ranging from 0.7 g/t to 3,026 g/t), lead (Pb) (as high as 2.0%) and zinc (Zn) (up to 3.5%), indicating the robust potential of Lucero’s mineral endowment.

High-Grade Mineralization: Among these, 17 samples exhibited gold values surpassing 10 g/t, with 8 samples exceeding 20 g/t, and 51 samples boasting silver values exceeding 100 g/t Ag. Of particular significance are 15 highgrade samples with values ranging from 12.65g/t to an impressive 98.1g/t of Au, and remarkable silver values of 62.1 g/t to 3,026 g/t and up 3.24% Zn. These findings reaffirm the potential for exceptional high-grade mineralization.

Geochemistry total Statistics: Total of 455 samples, 58% has grades over 0.1 g/t Au; 26% has grades over 1 g/t Au; and 9% has grades over 5 g/t Au. Notably most of grades below 0.1 g/t Au correspond to wall rock (foot or hanging wall).

Table 6. Channel Sample gold grade statistics

e 6.Channel Sample g	old grade statistic	s
Grade From g/t	Grade To g/t	Count	%
<0.1	0.1	191	42
0.1	0.5	103	23
0.5	1	46	10
1	5	76	17
5	10	22	5
10	20	9	2
20	100	8	2

Table 7. Samples returning >5.0 g/t gold from underground channel sampling.

Table 7.S	amples re	turning >5.	0 g/t gold from u	nderground chan	nel sampling	.
Sample	Type	Origin	WGS84 Z18S Easting	WGS84 Z18S Northing	length (m)	Au g/t	Ag g/t	Cu %	Pb %	Zn %
2215	C	UG	803,281	8,296,986	0.70	17.6	415	0.01	0.06	0.06
2221	C	UG	803,272	8,297,031	0.30	6.3	276	0.13	0.21	0.49
2242	C	UG	803,118	8,297,214	0.30	40.3	444	0.07	0.81	1.88
2250	C	UG	803,071	8,297,228	0.30	35.2	545	0.03	0.31	0.38
2272	C	UG	803,150	8,297,286	0.36	5.8	158	0.01	0.02	0.03
2281	C	UG	803,162	8,297,338	0.35	7.1	546	0.04	0.11	0.06
2283	C	UG	803,151	8,297,341	0.32	6.6	433	0.03	0.08	0.06
2288	C	UG	803,112	8,297,333	0.30	19.8	3026	0.08	1.01	1.88
2290	C	UG	803,085	8,297,352	0.35	6.3	800	0.04	0.31	0.27
2291	C	UG	803,085	8,297,352	0.53	12.6	1333	0.03	0.14	0.07
2305	C	UG	803,130	8,297,269	0.30	8.2	416	0.03	0.03	0.15
2344	C	UG	803,478	8,296,734	0.67	6.9	253	0.03	0.04	0.11
2346	C	UG	803,478	8,296,734	0.83	6.5	315	0.01	0.10	0.07

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

Sample	Type	Origin	WGS84 Z18S Easting	WGS84 Z18S Northing	length (m)	Au g/t	Ag g/t	Cu %	Pb %	Zn %
2375	C	UG	803,467	8,296,406	0.85	18.6	161	0.20	0.18	0.18
2388	C	UG	803,654	8,296,885	0.33	7.3	78	0.01	0.50	0.94
2409	C	UG	803,458	8,296,776	0.30	5.3	15	0.04	0.40	0.38
2414	C	UG	803,476	8,296,734	0.50	8.4	9	0.02	0.03	0.12
2422	C	UG	803,442	8,296,786	0.42	6.4	98	0.13	0.66	0.77
2430	C	UG	803,373	8,296,859	0.60	9.2	117	0.01	0.16	0.16
2432	C	UG	803,364	8,296,868	0.30	44.9	79	0.25	1.55	3.24
2474	C	UG	802,644	8,295,266	0.35	8.0	255	0.01	0.03	0.08
2475	C	UG	802,670	8,295,257	0.77	37.8	309	0.01	0.03	0.08
2478	C	UG	802,680	8,295,258	0.30	7.5	394	0.01	0.15	0.04
2493	C	UG	802,678	8,295,271	0.30	5.7	415	0.02	0.07	0.11
2508	C	UG	803,524	8,296,755	0.67	98.1	2034	0.24	0.78	0.85
2522	C	UG	803,472	8,296,786	0.37	9.4	573	0.04	0.09	0.12
2540	C	UG	803,110	8,297,320	0.30	10.2	497	0.03	0.24	0.06
2543	C	UG	803,094	8,297,334	0.30	9.9	750	0.03	0.20	0.23
2564	C	UG	803,047	8,297,327	0.35	45.8	2473	0.08	0.47	1.09
2576	C	UG	803,232	8,297,187	0.67	16.6	599	0.02	0.41	0.64
2580	C	UG	803,189	8,297,234	0.45	5.9	375	0.03	0.17	0.25
2591	C	UG	803,346	8,296,917	0.40	54.3	1203	0.56	2.03	1.55
2623	C	UG	803,484	8,297,035	0.45	9.7	39	0.00	0.39	0.92
2638	C	UG	803,348	8,296,904	0.35	5.2	11	0.02	0.03	0.07
2641	C	UG	803,391	8,296,867	0.32	18.8	211	0.15	0.88	1.68
2646	C	UG	803,417	8,296,781	0.37	10.4	132	0.04	0.37	0.94
2649	C	UG	803,520	8,296,831	0.72	7.2	1	0.00	0.01	0.02
2665	C	UG	803,625	8,296,851	0.30	18.9	199	0.05	0.19	0.30
2733	C	UG	803,604	8,296,902	0.30	29.2	1095	0.01	0.47	1.15

Lucero del Sur 28 Property

On May 17, 2023, the Company submitted the winning bid for the coveted area covering the Roxana vein and referred to as Lucero del Sur 28. Encompassing 1,200 hectares, the Lucero del Sur 28 property is located immediately to the east of the Lucero mine project in the Shila range of southern Peru.

Roxana Vein

Historical information obtained from Buenaventura indicates the Roxana vein outcrops over a strike length of approximately 100m, with varying widths between 0.20 and 0.50 meters. The vein is dominated by white to hyaline quartz) and altered rock clasts, with lesser amounts limonite patinas, hematite, pyrite, and jarosite. Certain sections feature lenses with argentiferous galena, chalcopyrite, malachite, and azurite. Informal workers have worked at strike lengths of approximately 50m and depth of 5m, extracting over 12,000 tonnes of ore yielding grades of 12.5 g/t Au and 1.2 oz/t Ag.

Tocracancha Prospect

Previously work on this prospect near the Roxana vein identified several west-northwest trending veins exhibiting strike lengths from 200 meters to nearly 1,200 meters with widths spanning from 0.5 to 2.0 meters. The observed mineralogy predominantly consists of predominantly hyaline quartz, gray silica microveins, baryte, and calcite, with traces of galena, sphalerite, as well as oxides of iron and manganese.

Since acquiring the Lucero mineral rights in mid-2022, the Company has actively engaged with the Chachas community to secure support critical for project success. On October 6, 2024, the Company received over 75% approval from the community for its operational initiatives. This approval paves the way for the negotiation of a 5-year revolving surface rights access agreement. The formal request for surface rights was received and officially recognized by the Chachas administration on October 18, 2024, with contract negotiations expected to be finalized by the end of 2024.

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

In September 2024, the Company entered into an Letter of Intent (“LOI”) with S.M.R.L PLAZA 16 (“Palaza”) as a significant progress to restart the Lucero mine and concentrate its focus in the Arequipa, Peru region. As per the terms of the LOI, the Company will have access to exclusive right to purchase and process approximately 1.3 million tons of tailings currently controlled by Palaza. These tailings, a byproduct of previous mining activities at the Shila and Paola Mines, present a valuable resource for reprocessing for commercial benefit. Also, the tailings project stands to become a stronger foothold for the Company’s mining operations in the region immediately surrounding the Lucero mine.

Element79 Gold will purchase the tailings from Palaza for a competitive price of USD $10 per ton, plus VAT (18%), with a base case of $10 per metric ton at USD 2,200 per ounce of gold, subject to increases based on the market value of gold at the time that batches are purchased. Also, the Company will make an initial non-refundable deposit of USD $25,000, followed by a comprehensive due diligence period of 75 days. This thorough evaluation will ensure the viability and profitability of the reprocessing project. Upon completion of Due Diligence, an additional USD $50,000 deposit will be required to proceed, in conjunction with the completion of the Definitive Agreement.

In addition to the purchase price, for all atailings processed, the Company will pay Palaza a 1% royalty based on the London Metals Exchange (LME) spot price of gold.

Nevada Portfolio

On December 23, 2021, the Company closed on an asset purchase agreement acquiring the flagship Maverick Springs project and 15 additional projects that comprise the Battle Mountain portfolio, located in the gold mining regions of northeastern Nevada. 1316524 B.C. Ltd. (“Goldco”), a wholly owned subsidiary of the Company, had previously entered into the asset purchase agreement with Clover Nevada LLC (“Clover”), a wholly owned subsidiary of Waterton Precious Metals Fund II Cayman LP (“Waterton”), and Maverick Springs Mining Company LLC (“Maverick”), a wholly owned subsidiary of Clover, to acquire 100% of their rights, titles and interests in and to the Maverick Springs project and the Battle Mountain portfolio.

Pursuant to the asset purchase agreement, the Company agreed to the following terms and payments:

(i) $500,000 deposit (advanced by Goldco)
(ii) $1,500,284 cash payment (paid)
(iii) Issuance of 509,573 common shares of the Company to the vendors (issued)
(iv) Issuance of Contingent Value Right (“CVR”) to Waterton Nevada Splitter LLC (“Splitter LLC”), a subsidiary of Waterton.

Pursuant to the CVR, Splitter LLC is entitled to receive the following:

(i) Cash payment of $2,000,000 payable on the earlier of the occurrence of commercial production and the date that is 12 months following the closing of the asset purchase agreement. During the year ended August 31, 2023, the Company worked with Waterton to create an alternate structure of the CVR. As part of the terms of the updated payment agreement, the final $2,000,000 milestone payment due will be converted into a two-year, zero-coupon debt facility with convertibility options priced at $0.15 and a 10% default interest rate. Prepayment by the Company is possible with a 60-day advance notice and paid at a 10% premium to the principal amount remaining.
(ii) Second payment of $284, in cash or common shares of the Company, on the date that is 18 months following the closing of the asset purchase agreement (prepaid by the Company concurrently with closing).
(iii) Security interest in Maverick Springs and the Battle Mountain portfolio, to be released upon completion of the payment under the CVR.

Splitter LLC entered into a voting support and lock-up agreement, pursuant to which it agreed to:

(i) vote all shares of the Company it holds in accordance with the recommendations of the Company’s management; (ii) retain 50% of the common shares of the Company issued to it pursuant to the asset purchase agreement for at least six months and the remaining 50% for at least 12 months after closing of the option agreement; and

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

(iii) grant the Company a right of first offer in relation to the sale of any common shares of the Company held by Splitter LLC.

The Maverick Springs project is subject to a total NSR royalty of 7.4%, including 1.5% payable to Maverix Metals Inc. The Company expects to renegotiate the various NSR royalties in order to create an economically viable path forward to the benefit of all parties.

The asset purchase agreement as it relates to the Battle Mountain portfolio and all 15 of its projects is made on an as-is, where-is basis, and accordingly does not disclose any NSR royalties or other royalties payable to any other party.

The Maverick Springs Project

The Maverick Springs Project (“Maverick Springs”) consists of approximately 4,800 acres across 247 unpatented claims that straddle the border of Elko County and White Pine County, proximal to the Carlin Trend, a belt of gold deposits approximately 5 miles wide and 40 miles long that is one of the world's richest gold mining districts, having produced more gold than any other mining district in the US. Maverick Springs is accessible year-round via gravel road, with a network of drill roads spread throughout its claims. Nearby electrical power can be sourced from the eastern Nevada grid system to the northwest. The claims at Maverick Springs were first staked in 1986, with several exploration programs conducted from 1987 to 2004, including a total of 195 drill holes totaling 47,000 metres.

Maverick Springs hosts a historic gold (Au) equivalent resource of 1.7 million ounces (indicated) and 1.9 million ounces (inferred), with cutoff grade of 34.3 g/t silver equivalent, calculated using circa 2004 values of $327 USD per ounce of gold and $4.77 USD per ounce of silver. Element79 is not treating this historic estimate as current mineral resources and a qualified person has not reviewed the work to define the quality of work associated with this historic estimate.

Effective October 7, 2022, the Company filed an updated National Instrument 43-101 compliant, pit-constrained Mineral Resource Estimate (the “MRE”) on Maverick Springs. The current MRE was completed by Allan Armitage, PhD., P. Geo., and Rohan Millar, B.Sc., P. Geo. Of SGS Canada Inc. This new MRE incorporates an additional 52 drill holes drilled since the historical 2004 Mineral Resource Estimate by Snowden Mining Industry Consultants Inc. for Vista Gold Corp. (the "2004 MRE")[1] (Table 3.) and is constrained by a conceptual Whittle Pit. The current MRE while containing a similar gold equivalent ounce total, differs substantially from the 2004 MRE, which was not pit-constrained. The current MRE is entirely classified as Inferred in line with modern National Instrument 43-101 best practices, whereas the historical 2004 MRE had 45% of the resource classified as Indicated. The current MRE is also higher grade (Table 1 and 3).

During the year ended August 31, 2023, the Company and Sun Silver Limited (formerly Green Power Minerals Pty Ltd. (“Sun Silver”) entered into an option agreement, as amended, pursuant to which the Company granted Sun Silver an option to purchase the Maverick Springs Project for an option fee of $66,000 (paid). During the year ended August 31, 2023, the Maverick Springs Project was reclassified from exploration and evaluation assets to assets held for sale.

During the year ended August 31, 2024, Sun Silver exercised its option to purchase the Maverick Springs Project by paying the Company $4,400,000 less fees paid to third parties totaling $190,872 and issuing 3,500,000 ordinary shares in Sun Silver with a value of $633,780. The Company recognized a gain on sale of the Maverick Springs Project totaling $3,366,868.

The Battle Mountain Portfolio

The Battle Mountain Portfolio is comprised primarily of early-stage projects. While drilling has been completed at some projects, such as Elder Creek (155 holes) and Clover (104 holes), many have only surface sampling and geophysical surveys completed. Of particular note are the Long Peak, Elephant, Elder Creek, North Mill Creek, Clipper, Pipeline South, West Cortez, and Walti Projects, which are interpreted to lie along the northwest trending fault that hosts the highgrade Pipeline deposit, which is included in Nevada Gold's Cortez Mine.

1 Vista Gold Corp. News Release 2004 https://www.vistagold.com/news/archive/news-2004/578-vista-gold-corp-announces-updated-resourceestimate-for-the-maverick-springsproject-in-nevada

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

On November 17, 2022, under the terms of the Valdo Minerals Ltd. (“Valdo”) Letter intent, it is anticipated that Valdo would purchase all of Element79 Gold's interests and obligations in relation to North Mill Creek, Elder Creek and Elephant, exploration projects within the Nevada Portfolio, in exchange for a total consideration of $1,125,000 payable by the issuance of an aggregate of 3.75 million common shares of Centra at a deemed price of 30 cents per share. The Valdo LOI is non-binding and is subject to a 180-day exclusivity period (extended May 30 , 2023).

Properties included in the Valdo Sale Agreement:
The North Mill Creek Project : comprised of 6 unpatented claims located at the margins of the Goat Window in Lander County, Nevada.
The Elder Creek Project: comprised of 23 unpatented claims, which cover the historic Elder Creek open-pit mine in Lander County, Nevada.
The Elephant Project: comprised of 197 claims located at the foot of the mine dumps at Nevada Gold Mines' Phoenix operation.

During the year ended August 31, 2023, the Company started discussions with third parties regarding the sale of certain Battle Mountain portfolio projects. As a result, 597 claims were reclassified from exploration and evaluation assets to assets available for sale, of which 371 claims comprising of the Stargo and Long Peak projects were sold during the year as discussed below and remaining balance in assets available for sale consist of 226 Valdo claims.

In addition to the above, the Board of Directors of Element79 resolved to surrender its interests in several properties within the Battle Mountain portfolio, a shared vision that aligns with the Company’s evolving business strategy. Through deliberation, forecasting and strategic planning, the Company has chosen to focus its efforts on the high-grade, pastproducing Lucero mine project in Arequipa, Peru, with exploration and development efforts there centered around bringing production online in the coming 12 to 18 months, as well as retaining only its most advanced-stage exploration projects in Nevada, determining that surrendering several properties within the Battle Mountain Portfolio. Consequently, $7,341,078 costs were written off to operations.

Prior to selling the projects and surrounding several properties, the Battle Mountain Portfolio was originally comprised of 15 separate projects that total over 44,478 acres across 2,203 unpatented claims in five counties: Elko County, Eureka County, Humboldt County, Lander County, and Nye County. Most of the Battle Mountain Portfolio is located within the Battle Mountain Trend, with several projects close to globally reputable gold deposits including Nevada Gold's Cortez Mine.

On July 13, 2023, 371 claims comprising of the Stargo and Long Peak projects were sold to Centra Mining (Nevada) LLC, a subsidiary of Centra Mining Ltd. ("Centra"). Under the terms of the Asset Purchase Agreement (“APA”), Centra purchased 371 unpatented claims comprising of the Stargo and Long Peak projects in the Battle Mountain Portfolio in exchange for 2,500,000 common shares of Centra with a deemed value of $2,041,634. As at August 31, 2023, the fair value of Centra was $1 resulting in an unrealized loss of $2,041,633.

Also, during the year ended August 31, 2023, the Company determined not to pursue further exploration work on several properties within the Battle Mountain Portfolio; therefore, $7,341,077 of exploration and evaluation assets were written off.

Clover and West Whistler: Two Battle Mountain Trend properties with strategic merit for exploration and resource development in the near term.

Clover: 169 non-contiguous, unpatented claims covering 3,063 acres in Elko County, Nevada, within the Midas Mining District, approximately 16 miles West of Hecla Mining Company’s Midas Mine.
West Whistler: covers 103 contiguous, unpatented claims located 9 miles NW of the town of Eureka, NV, in the Southeastern end of the Battle Mountain Trend near several gold deposits including Barrick's Cortez Mine.

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

During the year ended August 31, 2024, the management did not renew its interest in West Whistler project in Eureka County, Nevada and $601,746 of acquisition cost and exploration cost were written off. Subsequent to August 31, 2024, the Company received a notice from the United States Department of the Interior Bureau of Land Management (“BLM”) stating that various claims, known as the Clover project, have been forfeited and that the claims have been staked by a third party. As a result, the Company wrote off the carrying value of the Clover project totalling $971,005 as at August 31, 2024.

During the year ended August 31, 2024, Valdo sale agreement expired and subsequent to the year ended, the Company entered into a definitive agreement to sell 100% interest in all 3 projects to 1472886 BC Ltd (“1472886”) in exchange of a cash consideration of US $45,200 and an aggregate of 5,000,000 common shares of 1472886 at a deemed price of C$0.10 per share, for a total consideration of CAD $500,000 and US $45,200.

During the year ended August 31, 2024, the remaining 226 Valdo claims in assets available for sale of $1,305,825 were impaired as claims not renewed by the company.

Reclamation deposit

As at August 31, 2024, the reclamation deposit in the amount of $11,764 (August 31, 2023 - $11,764) is related to Battle Mountain portfolio projects and Maverick Springs project.

Dale Property

The Dale Property (the “Property”) is located approximately 100 km southwest of Timmins, Ontario, in the Porcupine Mining District, Dale Township. The claims are centered over the southern arm of Horwood Lake towards the south boundary of Dale Township. Access to all sides of the property is gained by a series of logging roads that can be entered from Highways 101, 144 and 129. Access to the north from Highway 101 traveling south onto the Kukatush forest road to the east part of the Property which also accesses a boat landing for the north part of Horwood Lake. The Property can be accessed year-round by air using a float plane with skis or a combination of trucks, boat, all-terrain vehicle or snow machine. Exploration work could be carried out year-round.

The geographic coordinates of the main mineral occurrence within the Property, are 47° 54’ 21’’ North latitude by 82° 18’ 57” West longitude, or UTM NAD83 Zone 17 T 5306600 m North by 401600 m East. The Property is comprised of 90 unpatented single cell and boundary cell mining claims totaling approximately 1,980.50 hectares. The claims, in the Dale Township, are currently 100% owned by Jean Marc Gaudreau.

The Company entered into a property option agreement, as amended, with Jean Marc Gaudreau (“Optionor”) to acquire a 100% right, title and interest in and to 90 mineral claims located in Ontario, Canada subject to a Net Smelter Return (“NSR”) royalty.

Pursuant to the property option agreement, as amended, in order to exercise the option, the Company must complete the following requirements:

a) Make aggregate cash payments of $126,000 as follows:
(i) $12,000 within 30 days of the date of the option agreement (paid)
(ii) $15,000 on or before December 23, 2023 (paid)
(iii) $48,000 on or before December 31, 2023 (paid)
(iv) $51,000 on or before December 31, 2024 (Paid subsequent to the year end August 31, 2024)
b) Make aggregate share payments totaling $129,000 calculated at the price of the volume weighted average price (“VWAP”) of the 10 trading days prior to the issuance date:
(i) $30,000 on or before December 31, 2021 (issued 3,030 common shares)
(ii) $33,000 on or before December 31, 2022 (issued 21,680 common shares)
(iii) $36,000 on or before December 31, 2023 (issued 390,000 Synergy common shares including 30,000 as bonus shares)

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

(iv) $93,000 in Synergy common shares on or before December 31, 2024 (issued 930,000 Synergy common shares subsequent to the year ended August 31, 2024)*

*Synergy, the Optionor and the Designees shall exchange the above $129,000 of shares for $129,000 of cash, so long as the transfer of Title as outlined in section 2.7 is fulfilled, on or before December 31, 2025.

c) Execute and deliver to the Optionor on the date Company went public (delivered), the NSR Royalty granting the Optionor a 0.5% NSR royalty, subject to the right of the Company to re-purchase 100% of the NSR royalty for a total consideration of $525,000 at any time.

A pre-existing 1% NSR royalty to the benefit of Keystone Associates Inc. existed on the property prior to this agreement and is additional to the 0.5% NSR royalty required as part of Element79’s option to purchase.

In addition to the option agreement, the Company paid a finder’s fee by issuance of 8,000 common shares of the Company valued at $1,600 to a third party.

During the year ended August 31, 2023, Element79 increased the size of its existing 1,735 hectare property by staking an additional 245.5 hectares directly adjacent to the Western and North-Western borders of its existing claims, bringing the total land package to 1,980.5 hectares.

On July 17, 2023, the Company approved the transfer of all rights and data related to the Dale property to its subsidiary, Synergy Metals Corp. (“Synergy Metals”). The Company plans to spin out and sell Synergy Metals through a plan of arrangement. As a result, the Dale Property with a cost of $327,800 was reclassified from exploration and evaluation assets to assets available for sale.

During the year ended August 31, 2024, the Company, through its subsidiary, Synergy Metals, entered into a loan agreement with a third-party whereby the third-party loaned $200,000 to Synergy Metals for startup capital, marketing fees, legal fees, listing fees and exploration of the Dale Property for the purposes of preparing for an amalgamation between the Synergy Metals and the third-party. The loan shall be subject to an interest rate of 14% per annum with no payments due in the first calendar year. In year two onward, Synergy Metals agrees to repay the loan amount, together with any accrued interest, in 12 equal consecutive installments of $20,000 each, payable on the fifteenth of each month, starting from a date yet to be determined. The final installment shall include any remaining principal balance, accrued interest, and any outstanding fees or charges. In the event that either Synergy Metals or the third-party are no longer working towards the proposed amalgamation then the entire loan amount, together with any accrued interest, and any outstanding fees or charges, shall become due on demand at the third party’s discretion.

On January 10, 2025, the Company entered into an arrangement agreement and merger agreement with Synergy, Synergy’s wholly owned subsidiary, 1515041 BC Ltd. (“Synergy SubCo”) and 1425957 BC Ltd (“142”).

Arrangement

On July 17, 2023, the Company transferred all rights and data related to the Dale property to Synergy in exchange of 2,000,000 Class “A” common voting shares in the capital of Synergy.

In anticipation of the reverse takeover of Synergy by 142 under the Merger Agreement, the Arrangement Agreement has been entered by the Company, whereby 1,000,000 of the 2,000,000 Synergy Shares held by the Company will be distributed to the shareholders of the Company on a pro-rata basis (the "Spin-Out Arrangement"). In consideration for administrative support provided by the Company in connection with the arrangement transaction and Synergy's proposed subsequent application to list on the Canadian Securities Exchange and pursuant to the Arrangement Agreement, Synergy will issue an additional 10,000 Synergy Shares to the Company, which will also be distributed to the Company Shareholders as part of the Spin-Out Arrangement. The Spin-Out Arrangement will be a court ordered arrangement under the Business Corporations Act (British Columbia), and will be subject to approval by the Company Shareholders, as well as the British Columbia Supreme Court. It is anticipated that the Company will publish and distribute an information circular in respect of the meeting of the Company Shareholders to be held to vote on the Spin-Out Arrangement.

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

The Company currently holds approximately 60.24% of the Synergy Shares, excluding the 10,000 Synergy Shares to be issued to the Company under the Arrangement Agreement, and following the completion of the proposed Spin-Out Arrangement the Company is anticipated to hold approximately 30.03% of the Synergy Shares, while the Company Shareholders will hold approximately 30.33% of the Synergy Shares.

Merger

Subsequent to the Spin-Out Arrangement, Synergy proposes to acquire all of the issued and outstanding common shares in the capital of 142 ("142 Shares") in exchange for an equivalent number of Synergy Shares by way of a three cornered amalgamation whereby Synergy and 142 will amalgamate under the provisions of the Business Corporations Act (British Columbia) (the "Amalgamation") to continue as one corporation pursuant to the terms of the Merger Agreement. As consideration for the 142 Shares, shareholders of the 142 Shares ("142 Shareholders") will receive, pursuant to the Merger Agreement, one Synergy Share for each 142 Share held.

Following completion of the Amalgamation under the Merger Agreement, the issued and outstanding Synergy Shares will be held (i) approximately 86.35% by the former 142 Shareholders (excluding participants in the Concurrent Financing (defined herein)), (ii) approximately 4.02% by the Company Shareholders, (iii) approximately 3.98% by the Company (iv) approximately 5.25% by other existing holders of Synergy Shares, and (v) 0.40% by participants in the Concurrent Financing. As such, the Amalgamation will constitute a reverse take over of Synergy by 142. Holders of warrants to purchase 142 Shares ("142 Warrants") will also receive one replacement warrant to purchase a Synergy Share for each 142 Warrant held. There are currently 21,000,000 142 Warrants outstanding.

The Amalgamation will be subject to approval by the 142 Shareholders, as well as Synergy (being the sole shareholder of Synergy SubCo). The Amalgamation's closing will also be subject to 142's completion of a private placement of 100,000 142 Shares at a price of $0.10 per 142 Share for gross proceeds of a minimum of $10,000, or an amount otherwise agreed by Synergy and 142 (the "Concurrent Financing"). Upon completion of the Amalgamation, Synergy intends to make an application that the Synergy Shares be listed and posted for trading on the Canadian Securities Exchange.

The Company is expected to hold 1,000,000 Synergy Shares after the Amalgamation, all of which will be subject to escrow on the same terms of as insiders of Synergy after the Amalgamation.

Together, the Spin-Out Arrangement and the Amalgamation are intended to effect a reorganization of the Company's current business into two separate corporate entities. The Company will maintain its business as a gold exploration company with the objective of exploring and ultimately developing gold projects in Peru and the USA, while Synergy will be an exploration Company focused on the Dale Property.

Exploration

Element79 and historic operator Placer Dome Canada Limited have previously identified auriferous anomalies predominantly hosted in quartz veining and shear zones—the recently completed work plan aimed to expand upon these promising discoveries and confirm their continuity.

2023 Prospecting Program

The prospecting, light stripping, washing, and sampling program was initially slated for a minimum of seven days, with possible extension dependent on field results. Following the initial work period, our dedicated team on the ground made additional progress, identifying new structures of interest and expressing a strong desire to continue some of the work, resulting in an additional week of exploration work.

Notable achievements include:

Sampling in the iron carbonate zone, revealing consistent low-grade gold values.
Resampling at various locations and conducting hand-stripping to expose and sample areas with gold concentrations exceeding 0.5g/t Including up to 1.1 g/t
Highly anomalous Molybdenum up to 0.3% associated with two gold samples which returned >1 g/t suggests some similarities to the world class Hemlo Gold mine.

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

Identification of new areas of interest for future exploration.
Channel cuts taken in the main gold-bearing zone.
Completion of LIDAR image surveys.
Opening up existing forest roads for future exploration, enhancing accessibility.

The team also met with SGS Canada Inc. ("SGS"), who provided support and recommendations for the current program and outlined the upcoming update to the NI43-101. Notably, SGS made the recommendation to proceed with whole rock analysis to include silver, as this is a good association with the current type of deposit models that have potentially been identified.

Actlabs in Timmins, Ontario, has been responsible for the assays.

Summer 2023 Dale Program Prospecting Results

Sample No.	Easting	Northing	Au g/t	Ag g/t	Mo g/t
DALE 07/23/23-01	400355	5306477	<0.005	<0.2	<1
DALE 07/23/23-02	400339	5306455	<0.005	<0.2	<1
DALE 07/23/23-03	400339	5306445	0.046	<0.2	1
DALE 07/23/23-04	401631	5306037	0.229	<0.2	7
DALE 07/23/23-05	401952	5306073	<0.005	<0.2	<1
DALE 07/23/23-06	402020	5306134	0.055	<0.2	<1
DALE 07/23/23-07	402034	5306147	0.083	0.2	12
DALE 07/23/23-08	400154	5306992	0.083	<0.2	<1
DALE 07/23/23-09	400111	5306784	<0.005	0.5	<1
DALE 07/23/23-10	400257	5306513	<0.005	<0.2	<1
DALE 07/23/23-11	400253	5306512	<0.005	0.3	<1
DALE 07/23/23-12	400252	5306506	<0.005	<0.2	3
DALE 07/23/23-13	400181	5306292	<0.005	<0.2	<1
DALE 07/23/23-14	400061	5306227	<0.005	<0.2	<1
DALE 07/23/23-15	400023	5306255	<0.005	<0.2	<1
DALE 07/23/23-16	400023	5306162	<0.005	<0.2	<1
DALE 07/23/23-17	400333	5306378	<0.005	<0.2	<1
DALE 07/23/23-18a	400321	5306374	<0.005	<0.2	<1
DALE 07/28/23-19a	400333	5306353	<0.005	<0.2	2
DALE 07/29/23-18b	400402	5306455	<0.005	<0.2	<1
DALE 07/29/23-19b	400381	5306426	<0.005	<0.2	<1
DALE 07/29/23-20	400421	5306458	0.187	0.5	5
DALE 07/29/23-21	401615	5306655	1.120	3.4	3170
DALE 07/29/23-22	401615	5306655	1.100	2	795
DALE 07/29/23-23	401527	5306630	<0.005	<0.2	2
DALE 07/29/23-24	400388	5306551	<0.005	<0.2	1
DALE 07/29/23-25	400410	5306551	<0.005	<0.2	<1
DALE 07/29/23-26	400423	5306537	0.007	<0.2	<1
DALE 07/29/23-27	400738	5306718	<0.005	1.2	<1
DALE 07/29/23-28	400715	5306726	0.683	1.8	<1
DALE 07/30/23-CC01	400962	5306718	0.135	0.2	<1

PROPOSED TRANSACTION

Snowbird Property

During the year ended August 31, 2021, Element79 signed a binding letter of intent (the "LOI") to acquire 100% of the issued and outstanding shares in Plutus Gold, after it has satisfied all obligations to exercise its option agreement with Gitennes Exploration Ltd.to acquire a 100% interest in the Snowbird High-Grade Gold Project.

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

Element79’s intent is to acquire 100% interest in Plutus Gold for a $200,000 cash payment, and 8,000,000 common shares of Element79.

The Snowbird High-Grade Gold Project consists of 2,726 hectares across ten mineral claims located in Central British Columbia approximately 20 kilometers west of Fort St. James. The claims sit at low elevation with access via dirt roads that allows them to be drilled year-round.

While Element79’s due diligence review remains ongoing, it has progressed sufficiently that the Company has opted to finance Plutus Gold's Drill Program via a drawable loan facility up to Cdn$1,100,000 in order to facilitate the fulfillment of Plutus Gold's final obligations remaining under the Option Agreement between Plutus Gold and Gitennes Exploration Ltd. Element79 continues to review the property in addition to exploring alternate acquisition terms with regards to the current market conditions.

Synergy Spin-Out Arrangements

On January 10, 2025, the Company entered into an arrangement agreement and merger agreement with Synergy, 1515041 BC Ltd (“Synergy SubCo”) and 1425957 BC Ltd (“142”). As per the arrangement, the Company will distribute 1,000,000 out of 2,000,000 Synergy shares to the shareholders of the Company on a pro-rata basis (the “Spin-Out Arrangement”) and it will receive an additional 10,000 Synergy shares which will also be distributed to the Company shareholders. After the arrangement, the Company will maintain its business as a gold exploration company developing gold projects in Peru and the USA, while Synergy will be an exploration company focused on the Dale Property.

FUTURE PLANS

Element79 focus is on developing its past-producing, high-grade gold and silver mine, the Lucero project located in Arequipa, Peru, with the intent to restart production in the near term. The company is in discussion with third party professionals to plan further work programs for 2024-2025 on its Clover project in Nevada, USA. The Company’s option to acquire a 100% interest in the Dale Property is advancing through the plan of arrangement spin-out process through the rest of 2024-2025.

SELECTED FINANCIAL INFORMATION

Selected Annual Information

Unless otherwise noted, all currency amounts are stated in Canadian dollars. The following table summarizes selected financial data for Element79 Gold Corp. The information set forth below should be read in conjunction with the consolidated financial statements for the year ended August 31, 2024, prepared in accordance with IFRS, and related notes.

	August 31, 2024	August 31, 2023	August 31, 2022
	$	$	$
Net loss	4,409,358	14,335,291	4,953,683
Operating expenses	3,056,013	4,187,894	4,957,060
Comprehensive loss per share	0.09	1.45	0.09
Total assets	15,325,816	17,046,691	26,952,976
Total liabilities	4,214,489	10,591,607	9,930,108
Total non-current financial liability	1,524,800	4,214,736	5,422,580

	Quarter ended	Quarter ended	Quarter ended	Quarter ended
	August 31, 2024	May 31, 2024	February 28, 2023	November 30, 2023
	$	$	$	$
Total revenues	-	-	-	-
Operating expenses	(242,188)	(1,902,920)	(450,501)	(460,434)
Net profit/(loss)	681,348	(3,555,254)	(858,667)	(676,785)

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

Net loss per share – Basic & fully
diluted	0.01	(0.05)	(0.03)		(0.05)
Totalassets	15,325,816	19,207,753	19,558,849	19,421,416

	Quarter ended	Quarter ended	Quarter ended	Quarter	ended
	August 31, 2023	May 31, 2023	February 28, 2023	November	30, 2022
	$	$	$	$
Total revenues	-	-	-		-
Operating expenses	(170,470)	(1,769,156)	(444,085)	(1,804,183)
Net loss	(8,183,739)	(3,293,407)	(1,517,498)	(1,340,647)
Net loss per share – Basic & fully
diluted	0.10	(0.31)	(0.02)		(0.17)
Total assets	19,088,324	24,197,020	23,421,466	27,631,909

Over the past eight quarters, net loss ranged from a high of $8,183,739 in the last quarter of the fiscal year ended in 2023 to a profit of $681,378 in the last quarter of the fiscal year ended in 2024.

Significant expenses during the quarter ended November 30, 2022 include professional fees of $58,997, investor relations and marketing fees of $115,474, management and director fees of $110,000, consulting fees of $1,054,133, office expenses of $129,402, exploration costs of $41,128, gain on settlement of debt of $651,316, financing fee of $258,578 and non-cash accretion expense of $186,885. Net loss was slightly higher as a result of the additions of consultants in the Company and an increase in operating activities while exploring new opportunities. This was offset slightly by a gain on the shares issued for debt settlement.

Significant expenses during the quarter ended February 28, 2023 include professional fees of $43,875, investor relations and marketing fees of $156,705, management and director fees of $52,000, consulting fees of $297,055, office expenses of $(64,175), exploration costs of $(22,844), gain on settlement of debt of $288,552, financing fee of $(47,643), non-cash accretion expense of $175,868. During the quarter ended May 31, 2023, certain expenses were re-allocated to the appropriate expenses which resulted in negative expenses in office expenses, exploration expenses and financing fees. Net loss was lower as a result of gain on the shares issued for debt settlement.

Significant expenses during the quarter ended May 31, 2023 include professional fees of $136,236, investor relations and marketing fees of $156,705, management and director fees of $52,000, consulting fees of $347,445, office expenses of $(188,691), exploration costs of $64, loss on settlement of debt of $131,286, financing fee of $256,742, non-cash accretion expense of $144,791. During the quarter ended August 31, 2023, certain expenses were re-allocated to the appropriate expenses which resulted in negative expenses in office expenses. Net loss was higher due to an overall increase in operating activities resulting in additional corporate consultants, management and directors. In addition, net loss was higher due to the loss on the shares issued for debt settlement, an increase in marketing efforts that focused on equity funding due to recent developments in the capital markets having restricted access to equity financing for many companies.

Significant expenses during the quarter ended August 31, 2023 include advisory fees of $246,796, investor relations and marketing fees of $106,086, management and director fees of $(245,306), consulting fees of $16,299, professional fees of $115,262, office expenses of $38,007, exploration costs of $28,953, loss on settlement of debt of $571,042, impairment of exploration and evaluation of $7,570,927, loss on revaluation of investment $2,041,633 and non-cash accretion expense of $136,964. Net loss was higher due to an overall increase in operating activities resulting in additional corporate consultants, management and directors. In addition, net loss was higher due to the impairment of exploration and evaluation assets, loss on revaluation of investment and loss on the shares issued for debt settlement.

Significant expenses during the quarter ended November 30, 2023 include advisory fees of $48,249, investor relations and marketing fees of $55,151, management and director fees of $109,025, consulting fees of $190,370, professional fees of $43,546, office expenses of $8,129, interest expense of $51,002, and non-cash accretion expense of $165,154. Net loss was primary lower due to no exploration and evaluations assets meeting the impairment test.

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

Significant expenses during the quarter ended February 29 , 2024 include consulting fees of $131,916, investor relations and marketing fees of $123,010, management and director fees of $83,725, professional fees of $35,138, office expenses of $11,439, interest expense of $32,329, loss on settlement of debt of $242,750 and non-cash accretion expense of $133,282. Net loss was slightly higher than previous quarter primarily due to a loss on the shares issued for debt settlement.

Significant expenses during the quarter ended May 31, 2024 include consulting fees of $837,153, investor relations and marketing fees of $300,863, management and director fees of $653,503, professional fees of $84,824, loss on settlement of debt of $4,465,900, non-cash accretion expense of $202,953 and gain on sale of mineral property interest of $3,366,868. Net loss significantly higher than previous quarters of 2024 primarily due to a loss on the shares issued for debt settlement.

Significant expenses during the quarter ended August 31, 2024 include investor relations and marketing fees of $211,956, management and director fees of $232,480, professional fees of $112,873, loss on impairment of mineral property interest of $1,572,751, loss on impairment of asset held for sale of $1,305,825, non-cash accretion expense of $203,412 and interest expense of $11,222. Net loss significantly reduced in this quarter mainly because of gain on revaluation of investment of $1,475,656.

RESULTS OF OPERATIONS

A breakdown of material components of general and administrative expenses can be found in the Financial Statements.

The Company incurred a net loss and comprehensive loss of $4,409,358 (August 31, 2023 - $14,335,291) for the Year ended August 31, 2024. The decrease in the net loss and comprehensive loss for the period ended August 31, 2024 was primarily due to gain on sale of Maverick property and gain on revaluation of investment. Details of material expenses are as follows:

Consulting fees of $819,340 (August 31, 2023 - $1,750,880) decrease by $931,540 primarily due to the termination/expiration of several consulting agreements.
Professional fees of $276,381 (August 31, 2023 - $354,369) decreased by $77,988 primarily due to the Company focused on the completion of the Maverick Springs project, Dale Property and Valdo transactions which ended exploring any new opportunities. Professional fees are mainly relating to general corporate legal, and audit and accounting fees.
Management fees of $948,391 (August 31, 2023 - $160,694) increased by $787,697 mainly due additional compensation of $108,000 and US$150,000 paid or accrued to the CEO and COO of the company due to revision of their consulting agreement due to change of control.
Director fees of $130,342 (August 31, 2023 - $87,000) Increased by $43,342 due to appointment of new directors during the year.
Investor relations and marketing of $690,980 (August 31, 2023 - $1,284,077) decreased by $593,097 primarily due to the termination/expiration of agreements.
Advisory fees of $70,524 (August 31, 2023 - $246,796) decreased by $176,272 relates to advisors retained to review opportunities and advise on the Nevada properties. These fees did not meet the exploration and evaluation accounting expenditure policy of capitalization.
Accretion expense of $704,801 (August 31, 2023 - $644,508) increased by $60,293 relates to the accretion of provisions relating to the subsequent cash payments the Company has to make as a result of the acquisition of the Peruvian properties and relates to the convertible note agreement entered into for the final milestone payment for the Nevada gold portfolio acquisition.
Loss on settlement of debt of $2,150,607 (August 31, 2023 - $329,262 gain) increased by $2,479,869 higher in current year due to increased debt settlements agreed with various vendors.
Interest expense of $445,913 (August 31, 2023 - $180,302) increased by $265,611 primarily relates to the interest incurred on the equity drawdown facility promissory note entered during the fourth quarter 2022, the $200,000 penalty for early repayment of the convertible debenture, and the loan entered into by Synergy Metals during the period ended August 31, 2023.

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

Gain on revaluation of investment $1,476,636 (August 31, 2023 – 2,041,633 loss) increased by $3,518,269 consist of unrealized gain for the year on investment in shares of Sun Silver. In Previous year, the loss is due to impairment of investment in Centra by $2,041,633.
Impairment of exploration and evaluation assets $1,572,751 (August 31, 2023 - $7,570,927) decrease by $5,998,176 includes impairment of Clover and West Whistler exploration expenses in current year. During the previous year, the significant loss is due to impairment of Nevada assets.
Impairment of asset held for sale assets of $1,305,825 (August 31, 2023 - $Nil) consists of asset held for sale written off related to Valdo and Battle Mountain claims, Nevada.
Gain on sale of mineral property interest of $3,366,867 (August 31, 2023 - $Nil) consist of gain on sale of Maverick Spring project.

The Company incurred a net loss and comprehensive gain of $681,378 (August 31, 2023 - $10,317,867 loss) for the three months period ended August 31, 2024. The decrease in the net loss and comprehensive loss for the period ended August 31, 2024 was primarily due to the gain on revaluation investment. Details of material expenses are as follows:

Professional fees of $112,873 (August 31, 2023 - $115,262) decrease by $2,389 primarily due the Company focusing on the completion of the Maverick Springs project, Dale Property and Valdo transactions which ended exploring any new opportunities. Professional fees are mainly relating to general corporate legal, and audit and accounting fees.
Management fees of $202,138 (August 31, 2023 - $(269,306)) In previous year, there was a fees reversal due to the correction of fees previously recorded at a higher monthly fee and an adjustment to management fees in line with a management agreement.
Director fees of $30,342 (August 31, 2023 - $87,000) higher in comparative period as cumulative fees accrued in same period previous year.
Investor relations and marketing of $211,956 (August 31, 2023 - $106,086) decreased by $105,870 primarily due to the termination/expiration of agreements.
Accretion expense of $203,412 (August 31, 2023 - $136,964) increased by $66,448 relates to the accretion of provisions relating to the subsequent cash payments the Company has to make as a result of the acquisition of the Peruvian properties and relates to the convertible note agreement entered into for the final milestone payment for the Nevada gold portfolio acquisition.
Gain on settlement of debt of $2,558,043 (August 31, 2023 –$571,042 loss) change of $3,129,085 primarily relates to the reversal of $2,446,774 excess loss recognized on debt settlement recorded in previous quarters.
Interest expense of $11,222 (August 31, 2023 - $184,887) decrease of $173,665 primarily due to the repayment of various loans with share for debt and repayment in cash during the year.
Gain on revaluation of investment $1,475,656 (August 31, 2023 – 2,041,633 loss) consist of unrealized gain for the year on investment in shares of Sun Silver. In Previous year, the loss is due to impairment of investment in Centra by $2,041,633.
Impairment of exploration and evaluation assets $1,572,751 (August 31, 2024 - $7,570,927) includes impairment of Clover and West Whistler exploration expenses in current year. During the previous year, the significant loss is due to impairment of Nevada assets.
Impairment of asset held for sale assets of $1,305,825 (August 31, 2023 - $Nil) increase to $1,305,825 consists of asset held for sale written off related to Valdo and Battle Mountain claims, Nevada.

LIQUIDITY AND CAPITAL RESOURCES

From time to time the Company works to raise additional capital through private placements and other forms of equity financing. Its ability to fund exploration projects is dependent upon its ability to obtain sufficient funding for operations and is ultimately dependent on the recoverability of the amounts capitalized to mineral exploration properties. The Company has not yet determined whether its mineral properties contain mineral reserves that are economically recoverable, and accordingly, the success of any further exploration or development prospects cannot be assured. Because

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

the Company is not yet a producer, the primary source of future funds is through the sale of additional equity capital and optioning of resource properties.

There is no assurance that the Company will be successful in raising sufficient capital to meet its obligations. If it is not successful in raising sufficient capital, it may have to curtail or otherwise limit operations. These material uncertainties cast significant doubt upon the Company’s ability to continue as a going concern.

As at August 31, 2024, the Company had $3,216 (August 31, 2023 - $8,890) in cash and working capital deficiency of $1,896,027 (August 31, 2023 - $3,122,503).

	August 31, 2024	August 31, 2023
	$	$
Operating activities	(2,485,914)	(708,572)
Investing activities	1,561,840	(1,034,398)
Financingactivities	918,400	1,834,500

Operating Activities

Operating activities generated a net cash outflow of $2,485,914 (August 31, 2023 – outflow of $708,572). The increase cash is primarily attributable the proceeds from sale of Maverick Spring property.

Investing Activities

Investing activities consisted of exploration and evaluation assets and repayment on provision. During the Year ended August 31, 2024, investing activities primarily related to exploration programs on the Peruvian Properties and the repayment of the MLDS Subsequent Cash Payment. During the previous period, investing activities consisted of the exploration programs on the Dale Property and the Nevada portfolio.

Financing Activities

The cash outflow relates to higher repayment of loans as compared to money received from private placement financing. During the previous year, financing activities cash inflow relates to the private placements, share subscriptions received in advance pursuant to the Facility and the receipt of a promissory note which were offset with the repayment of promissory notes.

As at the year ended August 31, 2024, the Company:

completed a non-brokered private placement of 5,309,735 common shares (the “shares") at a price of $0.113 per share for gross proceeds of $600,000.
entered into debt settlement agreement with various vendors to settle an aggregate debt of $2,032,951 and issued 17,115,057 common shares.
completed a non-brokered financing of 145 corporate note units (Units) at a price of $1,000 per Unit for gross proceeds of $145,000. The principal amount of the Notes will bear interest at 18% simple interest per annum (calculated not in advance) with 100% warrant coverage (each a "Warrant"), and the Notes will be open for prepayment after 60 days. Each Warrant will be exercisable into a common share (each a "Share") of the Company at a price of $0.05 per Share.
issued 1,152,422 common shares valued at $185,217 to Condor as per the terms of the sale of Minas Lucero del Sur S.A.C.
issued 499,413 units valued at $114,865 for US$75,000 plus US$10,000 bonus payment to Condor in connection with the sale of Minas Lucero del Sur S.A.C. Each unit is comprised of one common share and one warrant convertible for one common share of the Company at 0.35 for two years from the date of issuance.
in connection with the equity drawdown facility agreement, the Company issued 9,006,956 common shares valued at $965,500.

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

closed four tranches of private placement by raising $872,735, of which $5,000 is receivable as at August 31, 2024 and issued 3,794,499 units at price of $0.23 per unit. Each Unit will be comprised of one common share of the Company and one common share purchase warrant. Each Warrant will be exercisable for one Common Share at a price of $0.35 per Common Share for two (2) years from the date of issuance.
returned 87,682 common shares to treasury with a fair value of $83,298 as a result of the termination of Machacala mine project and Urumalqui project.
completed a non-brokered private placement of 1,255,718 common shares at a price of $0.23 per share for gross proceeds of $288,815.

RELATED PARTY TRANSACTIONS

Key management personnel compensation

As at the Report Date, the Company’s key management personnel consist of the following directors:

Neil Pettigrew
Antonios Maragakis
Zara Kanji, Chair of Audit Committee
James Tworek
Warren Levy

And management:

James Tworek – CEO
Kim Kirkland – COO
Tammy Gillis – CFO

Key management personnel include persons having the authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Board of Directors and corporate officers.

The remuneration of key management personnel for the Year ended August 31, 2024 and 2023 as follows:

	August 31,	August 31,
	2024	2023
	$	$
Advisory fees	-	48,750
Consulting fees	80,000	548,818
Director and management fees	1,078,733	247,694
Professional fees	46,302	1,876
Rent	-	8,000
Share-based payment	-	61,806
Total	1,205,035	916,944

Advisory fees consist of $Nil (2023- $5,000) paid to the CEO spouse and $Nil (2023 - $43,750) paid to a company controlled by the spouse of former director, Konstantin Lichtenwald.

Consulting fees consist of $80,000 (2023 - $37,500) paid to a company controlled by the Director, Niel Pettigrew. In previous year, it was paid to former director, Konstantin Lichtenwald, $Nil (2023 - $18,038) paid to a company controlled by former CFO, Heidi Gutte, $Nil (2023 - $160,000) paid to a company controlled by a former director, Shane Williams, and $Nil (2023- $333,280) paid to a company controlled by the COO.

Director and management fees consist of $352,000 (August 31, 2023 - $184,000) paid to a company controlled by the CEO, $57,000 (August 31, 2023 - $Nil) paid to the CFO, $565,515 (August 31, 2023 - $Nil) paid to the company

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

controlled by the COO, Kim Kirkland, $24,000 (August 31, 2023 - $9,000) paid to a company controlled by the Chair of the Audit Committee, $24,000 (August 31, 2023 - $Nil) paid to a director, George Tumor, $30,000 (August 31, 2023 - $24,000) paid to Neil Pettigrew, $Nil (August 31, 2023 - $24,000) paid to Shane Williams; $Nil (August 31, 2023, - $6,000) paid to a company controlled by a former director, Konstantin Lichtenwald; $1,875 (August 31, 2023, - $12,500) paid to a company controlled by a former CFO, Heidi Gutte, $342 (August 31, 2023, - $Nil) paid to a director, Warren Levy and $24,000 (August 31, 2023, - $11,806 negative) paid to a director, Antonios Maragakis.

Accounting fees presented as part of professional fees consist of $36,302 (August 31, 2023 - $1,876) to a company controlled by the Chair of the Audit Committee and $10,000 (August 31, 2023 - $Nil) paid to the CFO.

Rent consists of $Nil (August 31, 2023 - $8,000) paid to a company controlled by the spouse of former director, Konstantin Lichtenwald.

Nil (2023 – 70,000) options were granted to Antonios Maragakis, Nil (2023 – 60,000) options were granted to Neil Pettigrew, Nil (2023 – 30,000) options were granted to a former director, Shane Williams, Nil (2023 – 15,000) options were granted to the Chair of the audit committee, Nil (2023 – 55,000) options were granted to the CEO, Nil (2023 – 40,000) options were granted to the COO, Nil (2023 – 10,000) options were granted to the former CFO, Heidi Gutte.

As at August 31, 2024, a total amount of $286,679 (August 31, 2023 - $627,898) was due to key management personnel. This amount is non-interest bearing and due on demand.

	August 31,	August 31,
	2024	2023
	$	$
Due to a company controlled by the CEO	19,374	128,410
Due to the spouse of the CEO	9,617	5,000
Due to the former CFO, Tammy Gillis	11,045
Due to the former CFO, Heidi Gutte	-	17,758
Due to a company controlled by the COO	115,118	236,941
Due to companies controlled by directors	16,525	219,951
Due to directors	30,000	-
Due to companies controlled by a former director	85,000	9,250
Due to the spouse of a former director	-	10,588
Total	286,679	627,898

As at August 31, 2024, the Company is also liable to pay the management fees in shares of $40,000 to the CEO and $101,183 to the COO.

Other related party transactions

As of August 31, 2024, $200 was prepaid to the Director (Neil Pettigrew) for services.

On September 8, 2023, in connection with the non-brokered financing of 145 corporate note units, Neil Pettigrew and George Tumur collectively participated in 120 units whereby the Company issued collectively 240,000 share purchase warrants to Neil Pettigrew and George Tumur with an exercise price of $0.35 per warrant. Each share purchase warrant is exercisable into one common share of the Company at an exercise price of $0.35 Sper share expiring on the earlier of (i) September 8, 2026 and (ii) in the event that the volume weighted average price (VWAP) of the common shares equals or exceeds $1.20 per share on the CSE for ten consecutive trading days after the date that is four months and one day from September 8, 2023.

During the year ended August 31, 2024, the Company entered into debt settlement agreement with various former and current related parties to settle and aggregate debt of $1,117,854 (August 31, 2023 - $256,366) an issued 9,293,541 (August 31, 2023 – 260,780) common shares valued at $2,330,206 (August 31, 2023 - $255,569), resulting in a loss on settlement of debt of $1,212,352 (August 31, 2023 – $797 gain).

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

During the year ended August 31, 2023, the Company entered into debt settlement agreements with various former and current related parties to settle and aggregate debt of $256,366 by issuing 260,780 (60,543 common shares issued to a company controlled by former director, Konstantin Lichtenwald, 71,875 common shares issued to a company controlled by the spouse of former director, Konstantin Lichtenwald, 41,087 common shares issued to a company controlled by the CEO, 30,000 common shares issued to a director, Neil Pettigrew, 57,275 common shares issued to the COO).

OFF-BALANCE SHEET ARRANGEMENTS

The Company entered into a non-revolving Equity Drawdown Facility (the “Facility”), as amended, that allows the Company to utilize funding for an aggregate amount of $10,000,000. The Company can draw down funds from the Facility from time to time during the three-year term at the Company’s discretion by providing a notice (“Drawdown Notice”) to the investor Crescita Capital LLC (“Investor”), and in return for each Drawdown Notice, the Company will allot and issue fully paid shares to the Investor in form of a “Private Placement”.

During the year ended August 31, 2024, the Company received $Nil (August 31, 2023 - $1,934,500) from the Facility, issued 9,006,956 common shares (August 31, 2023 – 3,270,000 common shares) and reserving $Nil (August 31, 2023$965,500) value of common shares for future issuance.

During the year ended August 31, 2024, the Facility expired resulting in the carrying amount of the deferred financing charges to be $Nil as at August 31, 2024. As at August 31, 2023, the carrying amount of the deferred financing charges was $423,538 and the share subscriptions received in advance total $965,500.

On February 10, 2025, the Company entered into an investment and advisory agreement with Investor, that allows the Company to utilize funding for an aggregate amount of $5,000,000. The Company can draw down funds from the Facility from time to time during the three-year term at the Company’s discretion by providing a notice to the investor, and in return for each Drawdown Notice, the Company will allot and issue fully paid shares to the Investor in form of a “Private Placement”. The Company issued 10,062,500 shares at $0.04 per common share for commitment fee and initial consulting fees of $402,500. The Company also granted 2,939,965 fee warrants with an exercise price of $0.05 per warrant exercisable within 5 years from the date of issue.

ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

A number of new standards, and amendments to standards and interpretations are effective for the year ended August 31, 2024. Furthermore, a number of new standards, and amendments to standards and interpretations, are not yet effective for the year ended August 31, 2024, and have not been early adopted in preparing the consolidated financial statements. These new standards, and amendments to standards and interpretations are either not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements.

OUTSTANDING SHARE DATA

As at the Report Date, the Company had 108,061,344 (August 31, 2024 – 85,136,183) common shares issued and outstanding.

As at the Report Date, the Company had 15,163,144 (August 31, 2024 – 7,222,939) share purchase warrants outstanding.

As at the Report Date, the Company had 8,508,033 (August31, 2024- 422,500) stock options outstanding.

CAPITAL MANAGEMENT

The Company's objectives when managing capital are to maintain an appropriate capital base in order to:

(i) Advance the Company's corporate strategies to create long-term value for its stakeholders;
(ii) Sustain the Company's operations and growth throughout metals and materials cycles; and
(iii) Ensure compliance with the covenants of any applicable credit facility and other financing facilities used from time to time.

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

The Company monitors its capital and capital structure on an ongoing basis to ensure it is sufficient to achieve the Company's short-term and long-term strategic objectives. Management primarily funds the Company's exploration by issuing share capital, rather than using other capital sources that require fixed repayments of principal and interest. Management closely monitors its cash balance. The balance of cash as at August 31, 2024, was $3,216 (August 31, 2023 - $8,890).

There are presently no formal capital requirements with which the Company has not complied. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is appropriate. There were no changes to capital management during the year ended August 31, 2024.

FINANCIAL INSTRUMENTS

The Company is exposed to various financial instrument risks and assesses the impact and likelihood of this exposure. These risks include liquidity, credit, foreign exchange rate and interest rate. Where material, these risks are reviewed and monitored by the Board of Directors.

Commodity Price Risk

Commodity price risk is the risk that future cash flows will fluctuate as a result of changes in commodity prices, affecting results of operations and cash generated from operating activities. Such prices may also affect the value of exploration and development properties and the level of spending for future activities.

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices are comprised of two types of risk: interest rate risk and equity price risk.

Interest Rate Risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company does not have any borrowings. Interest rate risk is limited to potential decreases on the interest rate offered on cash and cash equivalents held with chartered Canadian financial institutions. This risk is considered minimal.

Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its cash. The Company limits exposure to credit risk by maintaining its cash with major financial institutions. The Company does not have cash that is invested in asset backed commercial paper.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages liquidity risk by maintaining adequate cash and restricted cash balances. The Company continuously monitors both actual and forecasted cash flows and matches the maturity profile of financial assets and liabilities.

As at August 31, 2024, the Company had a cash balance of $3,216 (August 31, 2023 – $8,890) and amounts receivable of $60,522 (August 31, 2023 – $11,446) to settle current liabilities due in twelve months or less of $2,689,689 (August 31, 2023 – $6,376,871) and carry out its planned exploration program in the coming year. Management seeks additional financing through the issuance of equity instruments to continue its operations. There can be no assurance it will be able to do so.

Element79 Gold Corp. Management’s Discussion and Analysis of Financial Results For the year ended August 31, 2024

Currency Risk

The Company might be exposed to currency risk by incurring certain expenditures in currencies other than the Canadian dollar. The Company does not use derivative instruments to reduce its currency risk.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

Management has designed internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The design of the Company’s internal control over financial reporting was assessed as of the Report Date. Based on this assessment, it was determined that certain weaknesses existed in internal controls over financial reporting. As indicative of many small companies, the lack of segregation of duties and effective risk assessment were identified as areas where weaknesses existed. The existence of these weaknesses is to be compensated for by senior management monitoring, which exists. Management will continue to monitor very closely all financial activities of the Company and increase the level of supervision in key areas. It is important to note that this issue would also require the Company to hire additional personnel in order to provide greater segregation of duties. Since there is insufficient work at this time to warrant the additional costs, management has chosen to disclose the potential risk in its filings and proceed with increased personnel only when the budgets and work load will enable the action. The Company has attempted to mitigate these weaknesses, through a combination of extensive and detailed review by management of the financial reports, and the integrity and reputation of senior accounting personnel.

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS

Information provided in this MD&A, including the financial statements, is the responsibility of management. In the preparation of these statements, estimates are sometimes necessary to make a determination of future value for certain assets or liabilities. Management believes such estimates have been based on careful judgments and have been properly reflected in the accompanying financial statements. Management maintains a system of internal controls to provide reasonable assurances that the Company’s assets are safeguarded and to facilitate the preparation of relevant and timely information.

RISK FACTORS

Risk is inherent in all business activities and cannot be entirely eliminated. Our goal is to enable the Company’s business processes and opportunities by ensuring that the risks arising from our business activities, the markets and political environments in which we operate are mitigated. The risks and uncertainties described in the MD&A for the year ended August 31, 2024 are considered by management to be the most important in the context of the Company’s business and are substantially unchanged as of the Report Date. Those risks and uncertainties are not inclusive of all the risks and uncertainties the Company may be subject to and other risks may apply.

COMMITMENTS AND CONTINGENCIES

During the year ended August 31, 2021, the Company signed a binding Letter of Intent (the “LOI”) to acquire 100% of the issued and outstanding shares in Plutus Gold Corp., which holds the option to acquire the Snowbird Project. (See Proposed Transactions in this MD&A).

For the periods ended August 31, 2024 and August 31, 2023, the Company expensed all exploration costs incurred on the Snowbird Project as the definitive agreement is yet to close.

APPROVAL

The Board of Directors of the Company has approved the disclosure contained in this MD&A.

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Element79 Gold Corp. — Management Reports 2025

47979_rns_2025-02-26_cff3dcf6-8113-446e-b278-921efa6b26eb.pdf