EXTER GOLD CORP. — Management Reports 2026

Apr 1, 2026

1

Exter Gold Corp.

(formerly Bird River Resources Inc.)
Management discussion and analysis
For period ended January 31, 2026

Report as of April 1, 2026

Management discussion and analysis contains certain “forward-looking statements” within the meaning of applicable securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends” or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be considered forward-looking statements. Examples of forward-looking statements include, amongst others, the statements future capital requirements and the availability of financing as well as risks associated with exploration and mining operations

Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking statements, including but not limited to: adverse changes in regulations; economic and market stability; commodity prices; reliance on key personnel; foreign exchange risks; availability of capital; and risks inherent with conducting mining and processing-related operations in Mexico. Except as required by applicable securities laws, the Corporation undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change. The reader is cautioned not to place undue reliance on forward-looking statements.

The following Management discussion and analysis (“MDA”) for Exter Gold Corp. (formerly Bird River Resources Inc.) (“Exter” or the “Corporation”) should be read in conjunction with the Corporation’s consolidated condensed unaudited interim financial statements and related notes for the period ended January 31, 2026 and 2025 (“Interim Financial Statements”). All dollar amounts refer to Canadian dollars except otherwise stated. Additional information is available on the SEDAR+ web site at www.sedarplus.com.

The Interim Financial Statements of the Corporation for the period ending January 31, 2026 (the “Period”) were approved for issuance by the Board of Directors on April 1, 2026. The Interim Financial Statements and comparable statements to the previous year were prepared using accounting policies consistent with IAS 34 Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”).

Description of the business and overview

Exter Gold Corp. is a publicly listed entity incorporated under the laws of Manitoba on March 7, 1958. The Corporation filed articles of amendment on December 17, 2025 to change its name from Bird River Resources Inc. to Exter Gold Corp. The address of the Corporation’s registered office is 2200 - 201 Portage Avenue, Winnipeg, MB R3B 3L3. The Corporation’s shares are listed on the Canadian Securities Exchange and are traded under the stock symbol “XGOL” (previously “BDR”). Currently, the Corporation’s principal business activity is to identify, evaluate and acquire mining assets.

On March 10, 2025, the Corporation closed the acquisition of all the issued and outstanding shares of Cotton Mining & Processing, S.A. de C.V. (“Cotton”) (note 5), the sole owner of San Miguel project located about 65 kilometers east from the city of Mazatlán, Mexico. On April 30, 2025, Cotton entered into a master assignment agreement with Ingenieros Mineros, S.A. de C.V., a company existing under the laws of Mexico, whereby Cotton, as the assignee, may acquire a 100% interest in the mining concessions named “El Dorado” upon completion of a series of cash payments.

Right of Use Option

During the year ended July 31, 2025, Cotton entered into an option agreement with the seller of Cotton, granting Cotton the right to acquire a right of use (“ROU”) over a processing plant located near its recently purchased mineral property in Mexico. This option was exercisable until on August 31, 2025.

On August 1, 2025, Cotton exercised the option and obtained the ROU. The term of the ROU is thirty-six months. Under the agreement, Cotton will pay monthly rent of US$250,000 for the first nine months and US$371,014 thereafter. Cotton may terminate the ROU at any time by providing thirty days’ prior written notice.

In addition, on August 1, 2025, the Corporation entered into a debt settlement agreement with the seller of Cotton for the first month’s rent of CAD$350,108 (USD$250,000) owing under the ROU. Pursuant to the debt settlement agreement, the Corporation issued a total of 3,890,088 common shares at a deemed price of CAD$0.09 per share to settle the debt. The issuance of these shares and the completion of the debt settlement were approved by the Canadian Stock Exchange on October 17, 2025.

Letter of Intent

On December 11, 2025, the Corporation announced that it entered into a binding letter of intent effective December 10, 2025 with Analog Gold Inc. (“Analog”), a private corporation existing under the laws of the State of Delaware, whereby the Corporation will acquire certain assets from Analog comprised of: (i) Analog’s wholly-owned subsidiary and a corporation existing under the laws of Mexico (“Mexico HoldCo”) and (ii) Analog’s interest to receive royalties in relation to the San Miguel Project. Mexico HoldCo is the owner of the Tres Oros Mine located in Mexico and is the indirect owner of the Tadeo mill plant located in Mexico.

Outlook

Acquisition and exploration costs for the Period ended January 31, 2026 and the year ended July 31, 2025 and 2024 are as follows:

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2

Exter Gold Corp.

(formerly Bird River Resources Inc.)
Management discussion and analysis
For period ended January 31, 2026

	San Miguel	El Dorado	Total
Balance, July 31, 2024	$ -	$ -	$ -
Acquisition	53,341	36,552	89,893
Impact on foreign currency translation	1,792	1,033	2,825
Balance, July 31, 2025	$ 55,133	$ 37,585	$ 92,718
		125,081	125,081
Balance, January 31, 2026	$ 55,133	$ 162,666	$ 217,799

San Miguel, Mexico

In connection with the acquisition of Cotton on March 10, 2025, the Corporation acquired the San Miguel project, which comprises two mining concessions (the "Mineral Property Interests") located in the community of San Miguel del Carrizal, Sinaloa, Mexico. The concessions cover approximately 50 hectares and 69 hectares, respectively.

As part of the acquisition term, the Corporation granted the Seller a 2.0% net smelter royalty ("NSR") on any future production derived from the Mineral Property Interests. The Corporation retains an option to repurchase 1% of the NSR for aggregate consideration of $1,000,000.

Cotton is subject to minimum work commitments totaling $750,000 to be incurred on or before March 10, 2027. If Cotton does not satisfy these work commitments, the Seller will automatically obtain an option to buy back the Mineral Property Interests at a price equal to the total considerations originally paid plus any work commitment expenditures incurred by Cotton from March 10, 2025 up to the closing date of the buy back.

El Dorado, Mexico

Cotton entered into a master assignment agreement with Ingenieros Mineros, S.A. de C.V. ("Ingenieros"), a company existing under the laws of Mexico, dated April 30, 2025 (the "Agreement") whereby Cotton, as assignee, may acquire a 100% interest in the mining concessions named "El Dorado" (the "Mining Concession Title") (the "Assignment") upon completion of the cash payments described below.

Pursuant to the Agreement, Cotton is required to pay Ingenieros a total of USD$145,000 in cash installments as follows:

(i) USD$22,500 due as of the effective date of the Agreement (the "Effective Date");
(ii) USD$25,000 due as of 90 days from the Effective Date;
(iii) USD$25,000 due as of 180 days from the Effective Date;
(iv) USD$25,000 payable upon completion of certain conditions, including but not limited to (i) Cotton obtaining satisfactory evidence of registration of the Assignment with the applicable regulatory, and (ii) Cotton obtaining the necessary drilling permits to exploit the El Dorado mine (the "Mine"), pursuant to the Mining Concession Title;
(v) USD$25,000 payable upon completion of certain conditions, including but not limited to receipt of an environmental impact statement from the relevant regulatory body; and
(vi) USD$22,500 upon the extraction of first ore production from the Mine.

These cash payments are guaranteed by the Seller of Cotton. In addition, Cotton is required to pay Ingenieros cash bonus payments contingent on certain production milestones (the "Bonus Consideration"). The Bonus Consideration includes USD$52,500 payable upon the first shipment of ore from the Mine after successful processing, and additional bonus payments may become payable on a per ton basis once specified ore-extraction thresholds are achieved.

In connection with the Assignment, Cotton has also agreed to grant a net smelter royalty ("NSR") to an arm's length finder (the "Finder") in the amount of 1% of net smelter returns. Cotton may buy back the NSR for USD$1,000,000. The Finder is also entitled to receive a cash payment of up to $14,500, representing 10% of the aggregate consideration payable under the Assignment.

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

Convertible debenture

On May 15, 2025, the Corporation issued unsecured convertible debentures (the "Debentures") with aggregate gross proceeds of approximately $348,000 (US $250,000), bearing interest at 8% per annum, accruing semi-annually and payable at maturity, which occurs one year from the date of issuance. No finder's fees or commissions were paid in connection with the issuance of the Debentures. The gross proceeds were for the purpose of general corporate and working capital requirements of the Corporation.

The outstanding principal amount of the Debentures are convertible into common shares of the Corporation at a price of $0.08 per share (the "Conversion Price"), at the election of the holder at any time up to three days prior to the maturity date or by election of the Corporation at any time from three days prior to the maturity date up to and including the maturity date. At the sole option of the Corporation, it may satisfy its obligations to settle interest owing on the Debentures by either (i) a cash payment, or (ii) the issuance of shares at a price equal to 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 for the five trading days preceding the applicable interest payment

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3

Exter Gold Corp.

(formerly Bird River Resources Inc.)
Management discussion and analysis
For period ended January 31, 2026

date.

Because the principal amount of the Debentures is denominated in U.S. dollars while the conversion price is denominated in Canadian dollars, the conversion feature does not meet the "fixed-for-fixed" equity classification requirement under IAS 32. As a result, the conversion feature is accounted for as a derivative liability. The Debentures were initially separated into a host liability component measured at fair value and a derivative liability component representing the fair value of the conversion feature. The host liability component is subsequently measured at amortized cost using the effective interest method. Interest expense is recognized in profit or loss over the term of the Debentures. The derivative liability is remeasured at each reporting date, and changes in fair value are recognized in profit or loss.

The changes in the carrying value of the Debentures during the Period ended January 31, 2026 and the year ended July 31, 2025 are as follows:

Balance, July 31, 2024	$ -
Addition	348,000
Allocated to derivative liabilities	(115,981)
Accretion expense	20,467
Accrued interest	5,873
Balance, July 31, 2025	$ 258,359
Accretion expense	60,089
Accrued interest	14,036
Balance, January 31, 2026	$ 332,484

During the Period ended January 31, 2026, the Corporation recognized a loss on fair value adjustment of $130,000 (July 31, 2025 – gain of $21,325) related to the derivative liabilities arising from the conversion features of the Debentures.

Results of operations

For the Period ended January 31, 2026, operating expenses were $6,719,962 (2025 – $36,088). Expenses increased significantly mainly due to consulting, legal and audit/accounting expenses related to the acquired mining interests as well as the operator fees therein. Share-based compensation was $105,575 (2025 – $ nil). Audit fees are accrued in the fourth quarter.

Consulting fees include of administrative work by Cotton Mine, the CEO, CFO, COO and Chairman of the Board of Directors (see related party and executive compensation). Professional fees consist of auditing and legal expenses. General and administrative consists of regulatory filing fees, office, banking, stock exchange fees and shareholder communications. Fair value adjustment on derivatives liabilities refers to the convertible debenture.

During the period, the Company entered into a toll milling arrangement with Oro Gold de México S.A. de C.V. ("Oro Gold") for the processing of tailings and mineralized material at the Tadeo Mill facility. Under the arrangement, the Company provides processing services and earns toll milling fees based on tonnage processed, at agreed rates per metric ton. The agreement contemplates the processing of up to approximately 100,000 metric tons over a two-year period.

For the period, from commencement of operations, to January 31, 2026, the Company recognized revenue of $1,485,792 from toll milling activities. Revenue is recognized over time as processing services are rendered, based on the quantity of material processed and agreed contractual rates.

Summary of quarterly results

(thousands ,000)	Q2 2026	Q1 2025	Q4 2025	Q3 2025	Q2 2025	Q1 2024	Q4 2024	Q3 2024
Cdn $	Jan 31	Oct 31	Jul 31	Apr 30	Jan 31	Oct 31	Jul 31	Apr 30
Revenue	1,486	-	-	-	-	-	-	-
Net income (loss)	(1,785)	(3,569)	(2,074)	841	(16)	19	50	(23)
Net income (loss) per share - basic and diluted	(0.02)	(0.07)	(0.05)	0.035	-	-	-	-
Total Assets	12,195	13,628	1,005	1,503	16	20	24	52

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4

Exter Gold Corp.

(formerly Bird River Resources Inc.)
Management discussion and analysis
For period ended January 31, 2026

Related party

Key management personnel include the directors and executive officers of the Corporation.

During the Period ended January 31, 2026, the Corporation incurred consulting fees to its executive officers in the amount of $343,881 (July 31, 2025 - $151,775) which is included consulting fees.

	January 31, 2026	July 31, 2025
Consulting fees to CEO	$ 15,000	$ 30,000
Consulting fees to CFO¹	135,000	38,710
Consulting fees to COO²	45,000	32,355
Consulting fees to Director³	148,881	38,710
	$ 343,881	$ 151,775

Note 1 Peter Voldness was appointed CFO on May 14, 2025. Compensation is in connection with his company Novis Partners, LLC.
Note 2 Anwar Siddiqi was appointed COO on May 14, 2025. Compensation is in connection with his company Rayshun Holdings Inc.
Note 3 Rajesh Sharma was appointed director on May 14, 2025. Compensation is in connection with his company 11369067 Canada Limited.

Accounts payable and accrued liabilities include amounts owing to directors and officers of the Corporation in the amount of $76,937 (July 31, 2025 - $124,949).

In connection with the private placement on June 17, 2025, Mr. Melvyn Reznick, a director of the Corporation, subscribed 930,428 common shares of the Corporation for gross proceeds of $74,434. In connection with the private placement on July 31, 2025, Mr. Reznick subscribed another 541,446 common shares of the Corporation for gross proceeds of $43,316. As at July 31, 2025, Mr. Reznick owned approximately 9.4% of the issued and outstanding common shares of the Corporation on a non-diluted basis. Mr. Reznick also holds more than 10% of the ownership interest in the seller of Cotton.

In connection with the grant of stock options on November 27, 2024, 350,000 stock options were granted to a former director and the CFO of the Corporation, with fair value of $5,995 on grant date. Remaining 250,000 stock options were granted to a director of the Corporation, with fair value of $4,283 on grant date.

On August 18, 2025, the Corporation granted 1,475,000 incentive stock options to certain directors, officers and consultants, allowing them to acquire a total of 1,475,000 common shares in the capital of the Corporation at an exercise price of $0.08 per share. The options are exercisable for a five-year term, expiring August 14, 2030, and will vest immediately upon the grant date. Fair value of this grant was $95,875.

Liquidity, capital resources, risk and uncertainties

During the six months Period, the Corporation recorded net loss of $5,407,596 (2025 – $36,088). As at January 31, 2026, the Corporation had an accumulated deficit of $18,925,366 (July 31, 2025 - $13,561,196) and a working capital deficiency of $4,941,258 (July 31, 2025 – surplus $313,825). The Corporation's ability to continue as a going concern, realize its assets and discharge its liabilities in the normal course of business is dependent on its ability to generate future positive operating cash flows and obtain additional financing through equity issuances, debt arrangements, or other strategic alternatives. Management believes that the Corporation will be able to obtain sufficient working capital through external financing to meet its liabilities and commitments as they come due. However, there can be no assurance that such financing will be available when required or obtainable on terms favorable to the Corporation. These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Corporation's ability to continue as a going concern.

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

(a) Authorized: Authorized share capital consists of an unlimited number of common voting shares.
(b) Issued

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5

Exter Gold Corp.

(formerly Bird River Resources Inc.)
Management discussion and analysis
For period ended January 31, 2026

Common shares	Number of shares	Amount
Balance, July 31, 2023 and 2024	18,191,861	$ 10,955,602
Private placement	10,273,881	410,955
Issued, acquisition	3,125,000	125,000
Private placement	3,908,091	312,647
Private placement	9,527,106	762,169
Balance, July 31, 2025	45,025,939	$ 12,566,373
Private placement	7,545,396	603,631
Private placement	8,866,239	709,299
Private placement	1,592,037	127,363
Shares for debt	3,890,088	350,108
Private placement	14,800,337	1,480,035
Balance, January 31, 2026	81,270,036	15,836,810

On January 31, 2025, the Corporation closed a non-brokered private placement of common shares for gross proceeds of $410,955. The offering consisted of the issuance of 10,273,881 common shares at a price of $0.04 per common share.

On March 10, 2025, the Corporation closed the acquisition of all the issued and outstanding shares of Cotton in consideration for a cash payment of $200,000 and the issuance of 3,125,000 common shares of the Corporation. The common shares issued were valued at $0.04 per common share.

On June 17, 2025, the Corporation closed a non-brokered private placement of common shares for gross proceeds of $312,647. The offering consisted of the issuance of 3,908,091 common shares at a price of $0.08 per common share.

On July 31, 2025, the Corporation closed a non-brokered private placement of common shares for gross proceeds of $762,168. The offering consisted of the issuance of 9,527,106 common shares at a price of $0.08 per common share.

On September 3, 2025, the Corporation closed a non-brokered private placement for aggregate gross proceeds of $603,631. The offering consisted of the issuance of 7,545,396 common shares at a price of $0.08 per common share. In connection with the offering, Eggs Holdings LLC acquired 6,776,346 common shares, represents approximately 12.89% of the issued and outstanding shares on a non-diluted basis.

On October 7, 2025, the Corporation closed a non-brokered private placement for aggregate gross proceeds of $709,299. The offering consisted of the issuance of 8,866,239 common shares at a price of $0.08 per common share. In connection with the private placement, Entertainment Insurance Consultants, Inc. acquired 8,590,791 common shares, represents approximately 13.98% of the issued and outstanding shares on a non-diluted basis.

On October 17, 2025, the Corporation closed a non-brokered private placement for aggregate gross proceeds of $127,363. The offering consisted of the issuance of 1,592,037 common shares at a price of $0.08 per common share.

On October 17, 2025 the Corporation also announced that it issued an aggregate of 3,890,088 Common Shares at a deemed price of CAD$0.09 per share to an arm's length creditor pursuant to a debt settlement agreement related to an aggregate of USD$250,000 (CAD$350,108) owing in connection with lease payments due pursuant to a right of use agreement entered into by the Corporation's wholly-owned subsidiary, Cotton Mining & Processing, S.A. DE C.V.

On December 5, 2025, the Corporation announced that it closed the previously announced non-brokered private placement financing for aggregate gross proceeds of $1,480,034. The Offering consisted of the issuance of 14,800,377 Common Shares at a price of $0.10 per Common Share. No finders' fees or commissions were paid in connection with the Offering.

All securities issued in connection with the private placements and acquisition transaction are subject to a statutory hold period of 4 months and a day from their issuance in accordance with applicable securities laws.

Share based payments

Stock Options and DSU plan

On August 18, 2025 the Corporation announced that it granted incentive stock options to certain directors, officers and consultants to acquire a total of 1,475,000 common shares at an exercise price of CDN $0.08. All options were granted pursuant to the Corporation's 10% rolling stock option plan. The options are exercisable for a five-year term expiring August 14, 2030 and vest immediately. The fair value of these options at grant date was $95,875, determined using Black Scholes option pricing model.

On November 13, 2025, the shareholders of the Corporation approved of a new omnibus equity incentive compensation plan, which replaces the 10% rolling plan. Under the new plan, the total number of common shares reserved for issuance pursuant to options will not exceed 10% of the then issued and

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6

Exter Gold Corp.

(formerly Bird River Resources Inc.)
Management discussion and analysis
For period ended January 31, 2026

outstanding common shares on a rolling basis. In addition, the maximum number of common shares issuable pursuant to SARs, RSUs, DSUs and PSUs issued will not exceed, in the aggregate, 6,143,757 common shares.

On December 8, 2025, the Corporation announced that it granted an aggregate of 1,661,864 deferred share units ("DSU") to four individuals of the Corporation at a deemed price of $0.15 per DSU. The DSUs were granted to a director, officer, and two employees of the Corporation in consideration for services provided by each person for the period until November 30, 2025. The DSUs vest as of the date of grant and each DSU entitles the holder to receive one share of the Corporation or in certain circumstances, a cash payment equal to the value of one share of the Corporation.

In addition, the Corporation granted 100,000 stock options of the Corporation to an arm's length consultant exercisable for one share at a price of $0.16 per share for period of five years and vest immediately. The fair value of these options at grant date was $9,700, determined using Black Scholes option pricing model.

The following is a summary of changes to the Corporation's share option plan during the Period ended January 31, 2026 and the year ended July 31, 2025:

	January 31, 2026			July 31, 2025
	Number	Weighted Average Exercise Price	Number	Weighted Average Exercise Price
Outstanding, beginning of year	1,570,000	$0.10	1,650,000	$0.10
Cancelled	-		(680,000)	$0.10
Granted	1,475,000	$0.08	600,000	$0.10
Granted	100,000	$0.16	-	-
Outstanding, end of year	3,145,000	$0.09	1,570,000	$0.10
Exercisable, end of Period / year	3,145,000	$0.09	1,570,000	$0.10

On November 27, 2024, the Corporation granted 600,000 incentive stock options at an exercise price of $0.10 per option to officers and directors of the Corporation, which vested immediately. These stock options expire March 3, 2028. The fair value of these options at grant date was $10,278, determined using Black Scholes option pricing model.

During the year ended July 31, 2025, 680,000 options were cancelled following the resignations of certain directors earlier in the year. The Corporation calculated the fair value of stock options granted using the Black-Scholes option pricing model, based on the following weighted average assumptions:

	January 31, 2026	October 31, 2025	July 31, 2025
Share price	$0.15	$0.085	$0.025
Risk-free interest rate	2.25%	3.46%	3.07%
Expected volatility	80%	100%	149%
Dividend yield	0%	0%	0%
Weighted average exercise price	$0.15	$0.08	$0.10
Expected life of each option granted	5 years	5 years	3.27 years
Estimated forfeiture rate	0%	0%	0%
Weighted average fair value per option	$0.097	$0.065	$0.017

As at January 31, 2026, the Corporation had the following options outstanding:

Expiry date	Number of options outstanding	Exercise price
March 3 2028	1,570,000	$ 0.10
August 14, 2030	1,475,000	$ 0.08
December 8, 2030	100,000	$ 0.16

For the Period ended January 31, 2026, the Corporation recorded share-based compensation of $105,575 (July 31, 2025 - $10,278).

Subsequent Events

Equity Financing

The Corporation completed the first tranche of its previously announced non-brokered private placement (the "Offering") of 3,244,826 common shares in the capital of the Corporation (the "Shares") at $0.105 per Share for aggregate gross proceeds of $340,707.

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7

Exter Gold Corp. (formerly Bird River Resources Inc.)

Management discussion and analysis

For period ended January 31, 2026

In connection with the Offering, the Corporation paid aggregate cash finder's fees of $8,400, issued 90,361 finder's compensation Shares at $0.105 per Share, and issued 80,000 finder's compensation warrants to the eligible finders (the "Finder's Warrants"). Each Finder's Warrant entitles the holder to purchase one Share of the Corporation at $0.15 per Share for a period of 24 months from the date of issuance.

Accounting standards and critical accounting estimates

Please refer to Notes 2 and 3 of our audited annual Interim Financial Statements.

Risk Factors

Risks associated with exploration and mining operations

The exploration and development of mineral properties involve a high degree of risk which cannot be avoided despite the experience, knowledge and careful evaluation of prospective properties by management. There can be no assurance commercial quantities of ore will be discovered on the Corporation's mineral properties. Even if such commercial quantities are subsequently discovered by the Corporation's exploration efforts, there can be no assurance such properties can be brought in to commercial production.

Operations may be subject to disruption due to weather conditions, labour unrest or other causes beyond the control of the Corporation. Hazards such as unexpected formations, pressures, flooding, or other conditions over which the Corporation does not have control may be encountered and may adversely affect the Corporation's operations and financial results.

The properties may be subject to prior unregistered agreements or transfers or land claims, including First Nations land claims and title may be affected by undetected defects. There is no guarantee that title to the Corporation's properties or its rights to earn an interest in its properties will not be challenged or impugned. Also, in many countries including Canada and the USA, claims have been made and new claims are being made by aboriginal peoples that call into question the rights granted by the governments of those countries in respect of resource properties.

Environmental Risks

Environmental legislation is continuing to evolve such as will require strict standards and enforcement, increased fines and penalties for non-compliance, more stringent assessment of proposed projects and a greater degree of corporate responsibility. There can be no assurance that future changes to environmental legislation may not adversely affect the Corporation's operations.

Mineral Market

The market for minerals is subject to factors beyond the Corporation's control, such as market price fluctuation, currency fluctuation and government regulation. The effect of such factors cannot be accurately calculated. The existence of any or all such factors may restrict the access to a market, if same exists, for the sale of commercial ore which may be discovered.

Funding Requirements

In order to move forward with its exploration and development activities, the Corporation will likely require additional funding. There can be no guarantee that such funds will be available as and when required or, if available, be accessible on reasonable commercial terms.

Reliance on Management

The Corporation anticipates that it will be heavily reliant upon the experience and expertise of management with respect to the further development of the mineral properties. The loss of any one of their services or their inability to devote the time required to effectively manage the affairs of the Corporation could materially adversely affect the Corporation.

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.