EXTER GOLD CORP. — Management Reports 2025

Jun 30, 2025

Bird River Resources Inc.
Management discussion and analysis
For period ended April 30, 2025

Report as of June 30, 2025

Management Discussion and Analysis ("MD&A") contains certain forward-looking statements and information relating to the Corporation which is based on the beliefs of Management as well as assumptions made by and information currently available to the Corporation. These statements, which can be identified by the use of forward-looking terminology such as "anticipates," "believes," "estimates," "expects," "may," "will," "should" or the negative thereof or other variations thereon and similar expressions, as they relate to the Corporation or its management, are intended to identify forward-looking statements.

The forward-looking statements relate to, among other things, regulatory compliance and, the sufficiency of current working capital. Such statements reflect the current views of the Corporation's management with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements.

The Corporation disclaims any obligation to update or revise any forward-looking statements if circumstances or management's estimates or opinions should change, except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.

The following Management Discussion and Analysis relates to the financial results for the nine-month period ended April 30, 2025 (the "Period") for Bird River Resources Inc. (the "Corporation") and should be read in conjunction with the unaudited consolidated condensed interim financial statements ("Interim Financial Statements") and related notes thereto. All dollar amounts refer to Canadian dollars except otherwise stated. Additional information relating to Bird River Resources Inc. is available on the SEDAR+ web site at www.sedarplus.com.

The Interim Financial Statements of the Corporation were approved for issuance by the Board of Directors on June 30, 2025. The Interim Financial Statements and comparable statements were prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") applicable to the preparation of interim financial statements, including International Accounting Standard ("IAS") 34 Interim Financial Reporting.

Description of the business and overview

Bird River Resources Inc. ("Bird River" or the "Corporation") is a publicly listed entity incorporated under the laws of Manitoba on March 7, 1958. The address of the Corporation's corporate and registered office is: 5204 Roblin Blvd, Winnipeg, MB R3R 0H1. The Corporation's shares are listed on the Canadian Securities Exchange and are traded under the stock symbol "BDR".

Outlook

On February 3, 2025, the Company announced that it closed a non-brokered best efforts private placement financing of common shares for gross proceeds of approximately $410,955. The offering consisted of the issuance of 10,273,881 Common Shares at a price of $0.04 per Common Share.

Acquisition

On March 10, 2025, the Company announced closing of the acquisition of all the issued and outstanding shares of a private corporation existing under the laws of Mexico ("Mexico HoldCo"), pursuant to a share purchase agreement entered into between the Company, Mexico HoldCo, and the sole shareholder of Mexico HoldCo, a private corporation existing under the laws of the State Delaware.

Pursuant to the terms of the agreement, the Company acquired all the issued and outstanding shares of Cotton Mining & Processing, S.A. de C.V. ("Cotton") in consideration for:

(a) a cash payment of $200,000 payable to the shareholder as of the closing date of the acquisition; and
(b) 3,125,000 common shares of the Company issued to the shareholder.

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Bird River Resources Inc.
Management discussion and analysis
For period ended April 30, 2025

In addition, the Company granted to the Shareholder: (i) a 2.0% net smelter royalty derived from the future production from the Mineral Property Interests (the “NSR”) pursuant to the terms and conditions of a net smelter royalty agreement entered into between the Company and the shareholder as of the closing date (the “NSR Agreement”); and (ii) an option to buy back the Mineral Property Interests for the consideration paid and all investments made by the Company if less than $750,000 is invested to advance the project for two years from the Closing Date. The NSR Agreement also includes a buy-back right whereby the Company has the option to purchase from the Shareholder, half of the NSR, thereby reducing the royalty percentage of the NSR from 2.0% to 1.0%, for aggregate consideration of $1,000,000.

The Mining Right Interests

Cotton is the sole owner of two gold projects located about 65 kilometers east from the city of Mazatlan, Mexico and accessible via a paved road. Mexico HoldCo is the sole owner of two mineral property interests in the region, which span approximately 50 hectares and 69 hectares, respectively (collectively, the “Mineral Property Interests”) Cotton also holds an exclusive option (the “Option”) for a right of use on a mill processing plant, located 75 kilometers southwest of the Mineral Property Interests. The Option can be exercised until June 30, 2025.

The El Dorado Transaction

Cotton entered into a master assignment agreement with Ingenieros Mineros, S.A. de C.V., a company existing under the laws of Mexico (“Ingenieros”), dated April 30, 2025 (the “Agreement”) whereby Cotton, as assignee, may acquire a 100% interest in the mining concessions named “El Dorado”, Title number 166132 (the “Mining Concession Title”) upon completion of the Cash Payments (as defined herein).

Pursuant to the Agreement and in consideration of the assignment of the Mining Concession Title (the “Assignment”), Cotton shall pay Ingenieros, a total of USD$145,000 via various cash installments (the “Cash Payments”), as follows:

(a) USD$22,500 due as of the effective date of the Agreement (the “Effective Date”);
(b) USD$25,000 due as of 90 days from the Effective Date;
(c) USD$25,000 due as of 180 days from the Effective Date;
(d) USD$25,000 once certain conditions are completed, including but not limited to: (i) Cotton obtaining satisfactory proof of registration of the Assignment and before the applicable regulatory body; and (ii) Cotton obtaining the necessary drilling permits to exploit the Eldorado mine (the “Mine”), pursuant to the Mining Concession Title;
(e) USD$25,000 once certain conditions are completed, including but not limited to receipt of an environmental impact statement from the relevant regulatory body; and
(f) USD$22,500 upon the extraction of first ore production from the Mine.

Cotton shall also pay to Ingenieros cash bonus payments contingent on certain milestones being met (the “Bonus Consideration”). The Bonus Consideration is equal to USD$52,500 after the first production shipment of ore from the Mine after successful processing; and additional bonus payments may be paid on a per ton basis contingent on certain thresholds of tonnage of ore being extracted from the Mine.

In connection with the Assignment, Cotton will grant a net smelter royalty to an arm’s length finder (the “Finder”) in the amount of 1% of net smelter returns (the “NSR”). Cotton may buy back the NSR for USD$1,000,000. The Finder shall also receive a cash payment of up to $14,500, representing 10% of the aggregate price of the Assignment.

Completion of the Assignment is subject to receipt of all necessary corporate and regulatory approvals, as applicable.

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Bird River Resources Inc.
Management discussion and analysis
For period ended April 30, 2025

Results of operations

During the period, operating expenses were $229,767 (2024 – $95,944). Expenses increased significantly due to the professional fees, foreign exchange, and exploration expenses associated with the acquisition of the subsidiary, Cotton Mining and Processing. Related party executive consulting expenses were $31,500 (2024 - 33,000). Audit fees are accrued in the fourth quarter and adjusted for additional cost in a subsequent quarter. This adjustment was $4,120 and is included in professional fees.

Expenses will vary from period to period based on the corporate expenses related to maintaining continuous disclosure, filings, transfer agent and shareholder expenses, as well as accounting and audit fees.

Executive consulting consists of administrative work by the CEO and CFO (see related party and executive compensation) as well as consulting fees within the subsidiary. General and administrative consists of regulatory filing fees, office, banking, stock exchange fees and shareholder communications.

The Company incurred a gain on bargain purchase of $1,049,219 reconciling the fair value of the acquisition of Cotton Mining and Processing.

Summary of quarterly results

	Q3	Q2	Q1	Q4	Q3	Q2	Q1	Q4	Q3
Cdn $	30-Apr	Jan 31	Oct 31	Jul 31	Apr 30	Jan 31	Oct 31	July 31	Apr 30
	2025	2025	2024	2024	2024	2024	2023	2023	2023
Revenue		-	-	-	-	-	-	-	-
Net income (loss)	(805,717)	(36,088)	(19,306)	50,296	(23,681)	(45,924)	(26,339)	(198,045)	(231,756)
Net income (loss) per share - basic and diluted	0.035	-	-	-	-	-	-	(0.01)	(0.01)
Total assets	1,503,879	16,500	20,462	24,440	52,212	73,522	139,582	150,438	366,451

Related party

Executive Compensation

	CEO	CFO	TOTAL
	$	$	$
Nine months ended April 30, 2024	9,000	24,000	33,000
Year ended July 31, 2024	20,000	49,000	69,000
Nine months ended April 30, 2025	22,500	9,000	31,500

Included in accounts payable and accrued liabilities are amounts owing to officers of the Corporation in the amount of $3,500.

Liquidity, capital resources, risk and uncertainties

At April 30, 2025, the Corporation had working capital of $266,038 (July 31, 2024 – $15,788).

The Corporation manages its capital to ensure that the Corporation will be able to continue as a going concern. The strategy remains unchanged from the previous fiscal year. The Corporation raises capital, as necessary, to meet its needs and therefore, does not have a numeric target for its capital structure. Please see OUTLOOK section for the Corporation's current plans. There is no guarantee that the Corporation will be successful in this regard.

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Bird River Resources Inc.
Management discussion and analysis
For period ended April 30, 2025

Fair value of financial instruments

The fair value of a financial instrument is the estimated amount that the Corporation would receive or pay to settle a financial asset or financial liability as at the reporting date. The fair values of cash, amounts receivable and accounts payable and accrued liabilities approximate their carrying values due to their nature or capacity for prompt liquidation. The fair values of the Corporation’s financial instruments are estimated based on the amount at which these instruments could be exchanged in a transaction between knowledgeable and willing parties. As these estimates are subjective in nature, involving uncertainties and matter of judgment, they cannot be determined with precision. Changes in assumptions can affect estimated fair values.

Outstanding share data

Authorized: Unlimited number of common shares

Issued:	Value $	Total issued and outstanding
Balance, July 31, 2024	10,955,602	18,191,861
Private placement - note 6	410,955	10,273,881
Issue - mining property - note 6	187,500	3,125,000
Balance, April 30, 2025	11,554,057	31,590,742

Options

The Corporation implemented a share option plan March 3, 2023. Please refer to Note 4 of the Annual Financial Statements for more information. As at April 30, 2025, the number of outstanding options were 1,500,000 exercisable at $0.10 (July 31, 2024 – 1,650,000, $0.10). Share based compensation was nil during the nine months ended April 30, 2025.

On November 27, 2024, the board of directors approved stock option grants to new directors and the new CFO. Each director received grants of 250,000 options each and the new CFO received a grant of 100,000 options, all at an exercise price of $0.10, expiring March 3, 2028. The total options issued were 600,000 options. Options cancelled due to the resignations of certain directors earlier in the year were 650,000. The market closing price on the Canadian Securities Exchange on November 27, 2024 was $0.025.

Subsequent Events

On May 15, 2025, the Company announced that it closed a non-brokered private placement financing (the “Offering”) of convertible debentures of the Company (the “Debentures”) for aggregate gross proceeds of approximately $348,000. The Offering consisted of the issuance of Debentures for the principal amount of $348,000 with a maturity period of one (1) year from the date of issuance (the “Maturity Date”). The Debentures are convertible into common shares of the Company (each, a “Share”) at a price of $0.08 per Share (the “Conversion Price”), at the election of the holder at any time three (3) days prior to the Maturity Date or by election of the Company at any time from three (3) days prior to the Maturity Date up to and including the Maturity Date. The Debentures bear interest at a rate of 8.0% per annum, accruing as of the closing date of the Offering (the “Closing Date”) and shall be payable on a bi-annual basis until the Maturity Date (each, an “Interest Payment Date”). At the sole option of the Company, the Company may satisfy its obligations to settle interest owing on the Debentures on an applicable Interest Payment Date by either: (i) a cash payment; or (ii) the issuance of Shares at a price of the higher of: (a) the Conversion Price and (b) a price equal to the volume weighted average price of the Shares on the Canadian Securities Exchange (the “CSE”) for the five trading days preceding the applicable Interest Payment Date. No finders fees or commissions were paid in connection with the Offering. The gross proceeds of the Offering are for the purpose of general corporate and working capital requirements of the Company.

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Bird River Resources Inc.
Management discussion and analysis
For period ended April 30, 2025

On June 18, 2025, the Company announced that it closed a first tranche of a non-brokered best efforts private placement financing (the "Offering") of common shares in the capital of the Company (the "Common Shares") for aggregate gross proceeds of approximately $312,647. The Offering consisted of the issuance of 3,908,091 Common Shares at a price of $0.08 per Common Share. No finders fees or commissions were paid in connection with the Offering. The gross proceeds of the Offering are for the purpose of general corporate and working capital requirements.

The Offering resulted in the issuance of Common Shares to Mel Reznick, a director of the Company, and constituted a related party transaction, but is exempt from the formal valuation and minority approval requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") as the Company's securities are not listed on any stock exchange identified in Section 5.5(b) of MI 61-101 and the fair market value of the Common Shares issued to Mr. Reznick does not exceed 25% of the Company's market capitalization. Post offering, Mr. Reznick holds 10.37% of the outstanding Common Shares.

Accounting standards and critical accounting estimates

Please refer to Note 2 of our annual audited financial statements.

Approval

The Board of Directors and the Audit Committee of the Corporation have approved the disclosure contained in this MD & A. A copy of this MD & A will be provided to anyone who requests it.

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