Galloper Gold Corp. — Management Reports 2025

Apr 29, 2025

GALLOPER GOLD

MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2024

This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2024 of Galloper Gold Corp. (the “Company”). Such financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”).

All dollar amounts are expressed in Canadian dollars unless otherwise indicated.

DATE

This MD&A is prepared as of April 28, 2025.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this report are forward-looking statements, which reflect our management’s expectations regarding our future growth, results of operations, performance and business prospects and opportunities including statements related to the development of existing and future property interests, availability of financing and projected costs and expenses. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits we will obtain from them. These forward-looking statements reflect management’s current views and are based on certain assumptions and speak only as of the date of this report. These assumptions, which include management’s current expectations, estimates and assumptions about current mineral property interests, the global economic environment, the market price and demand for commodities and our ability to manage our property interests and operating costs, may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a downturn in general economic conditions, (2) a decreased demand or price of precious and base metals, (3) delays in the start of projects with respect to our property interests, (4) inability to locate and acquire additional property interests, (5) the uncertainty of government regulation and politics in the province of Newfoundland and Labrador regarding mining and mineral exploration, (6) potential negative financial impact from regulatory investigations, claims, lawsuits and other legal proceedings and challenges, and (7) other factors beyond our control.

There is a significant risk that such forward-looking statements will not prove to be accurate. Investors are cautioned not to place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future results. We disclaim 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 required by law. Additional information about these and other assumptions, risks and uncertainties are set out in the section entitled “Risk Factors” below.

DESCRIPTION OF BUSINESS

The Company was incorporated under the laws of the province of British Columbia on October 6, 2021. The Company is a junior mineral exploration company engaged in the business of acquiring, exploring and evaluating natural resource properties and has recently focused on the acquisition of interests in, and exploration for gold in the province of Newfoundland and Labrador, Canada. The Company’s common shares trade on the Canadian Securities Exchange (CSE) under the trading symbol BOOM.

The Company currently has two mineral exploration properties, which are 100% owned and originally acquired through the purchase of Rocky Island Gold Corp. The properties include Glover Island, and Mint Pond. The Glover Island property consists of 548 mineral claims (2023 - 532), of which 254 (2023 - 254) were acquired from Rocky Island Gold Corp. The Mint Pond/Gander East property consists of 499 mineral claims (2023 - 1,985) of which nil (2023 - 1,486) were acquired from Rocky Island Gold Corp. In fiscal 2023, the Company sold 100% interest in the Long Range property and let the Triple Point claims lapse. The Company had previously optioned four properties consisting of the Wolf Mountain/Steel Pond Property, Puddle Pond Property, Hughes Lake Property, and the Facheux Property. On July 17, 2023, the Company terminated the four option agreements. All of the properties are located in Newfoundland and Labrador, Canada, the details of which are set out below. The Company has not yet determined whether its property interests contain reserves that are economically recoverable. The recoverability of amounts shown for resource properties and related deferred exploration expenditures are dependent upon the discovery of economically

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recoverable reserves, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete the development of the resource property and upon future profitable production or proceeds from the disposition thereof.

MINERAL PROPERTIES

ROCKY ISLAND GOLD CORP.

On May 20, 2022, the company entered into an agreement to purchase all of the issued and outstanding shares of Rocky Island Gold Corp. (“RIG”) from Sassy Resources Corporation (“Sassy”). As such, RIG became a wholly-owned subsidiary of the Company upon closing of the transaction on June 16, 2022. The purchase price consisted of cash consideration of $700,000 and 2,666,667 common shares of the Company with a fair value of $880,000. The parties have entered into a Royalty Agreement whereby the Company will grant to Sassy a one percent (1%) net smelter royalty, in addition to a 1% net smelter royalty held by Vulcan Minerals Inc. The assets of RIG consisted of 5,273 mineral claims in Newfoundland & Labrador, which make up the claim blocks/properties referred to as Glover Island, Triple Point, Long Range, and Gander East. The Gander East property is also known as the Mint Pond property.

In addition to the consideration paid, the Company shall pay additional consideration as follows:

• an additional one million ($1,000,000) dollars shall be paid to Sassy upon completion of a positive feasibility that shows that placing a Property or part thereof into production is feasible and economic;
• an additional one million ($1,000,000) dollars shall be paid to Sassy upon the declaration of a five hundred thousand (500,000) ounce gold equivalent resource proven, measured, indicated and inferred (“PMII”) on any Property; and
• an additional one million ($1,000,000) dollars shall be paid to Sassy upon the declaration of a one million (1,000,000) ounce gold equivalent resource PMII on any Property.

On July 17, 2023, the Company completed the sale of 100% interest in the Long Range property to Vortex Energy Corp. (Vortex). The purchase payment consisted of $162,800 in cash and 750,000 Vortex shares. The sale is also subject to bonus payments of:

(i) 1,000,000 common shares if Vortex completes a drill hole on the property which intersects a core length of at least 300 meters with an average grade of at least 90% sodium chloride (NaCl); and
(ii) 3,000,000 common shares and $1,000,000 if Vortex first utilizes, on a commercial basis, any salt caverns on the Property for underground energy storage.

Glover Island Claims

On September 18, 2024, the Company completed the purchased of 100% interest in 16 mineral exploration claims on Glover Island from 1318229 BC Ltd., a private Canadian company, for cash consideration of $25,000 and 750,000 common shares at a deemed price of $0.115 per share. These claims are included as part of the Company’s Glover Island property.

On March 21, 2023, the Company purchased 100% interest in 123 additional mineral exploration claims on Glover Island from C2C Gold Corp., a private Canadian company, for cash consideration of $90,393. These claims are included as part of the Company’s Glover Island property.

During the year ended December 31, 2023, the Company staked additional Glover Island claims for cash payments of $10,076.

OPTIONED PROPERTIES

On October 28, 2021, the Company entered into four option assignment agreements with 1318228 B.C. Ltd. (the “Assignee”), whereby the Company was assigned the option to acquire a 100% interest in four sets of mineral claims in Newfoundland and Labrador, Canada. The four option agreements consist of The Wolf Mountain/Steel Pond Option Agreement, The Puddle Pond Option Agreement, The Hughes Lake Option Agreement, and the Facheux Option Agreement, (collectively the “Assignment Agreements”). The original option agreements between the Assignee and the optionors were dated September 14, 2021. As consideration to enter into the Assignment Agreements the Company made a $354,000 cash payment and the issued 333,334 common shares to the Assignee. On November 29, 2022, the Wolf Mountain/Steel Pond agreement was amended. Pursuant to the four option agreements the Company issued 1,650,000 common shares with a fair value of $82,500 on November 5, 2021, issued 1,600,000 common shares with a fair value of $240,000 on September 14, 2022, and made cash payments of $120,000.

After preliminary exploration on the properties, consisting of primarily soil samples, the Company determined the four option agreements should be terminated. On July 17, 2023, the four option agreements were terminated and costs associated with the

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option payments have been written down to $nil and an impairment amount of $846,500 was posted during the year ended December 31, 2023.

RESULTS OF OPERATIONS

Three-month period ended December 31, 2024

During the quarter ended December 31, 2024, the Company incurred expenses of $875,570 (2023 - $410,979). Expenses were comprised primarily of exploration costs of $299,448 (2023 - $158,272), which was higher during the three months ended December 31, 2024, due to the Company conducting a drilling program at Glover Island. Advertising & promotion costs were $193,590 during the quarter ended December 31, 2024 compared to $30,861 during the quarter ended December 31, 2023. During the year ended December 31, 2024, advertising and promotion costs were primarily comprised of $33,000 to Bantr Media Inc. for on-camera hosting of interviews, event attendance, and producing website and social media content, $100,000 to the Canucks Alumni Association for sponsorship advertising, $24,000 for website and social media management, $35,057 for investor relations services. Of the advertising and promotion fees incurred during the quarter ended December 31, 2023, $24,000 was related to website and social media management. Salaries and benefits were $116,833 during the quarter ended December 31, 2024 compared to $nil during the quarter ended December 31, 2023 as the Company did not have any employees in 2023. Consulting fees were $98,165 during the quarter ended December 31, 2024 compared to $91,500 during the quarter ended December 31, 2023. Professional fees (legal & Accounting) fees were $18,195 during the three-month period ended December 31, 2024 compared to $80,487 for the same period ended December 31, 2023, which was significantly higher in 2023 due to legal and auditing costs related to the prospectus filing. Travel costs were $15,444 (2023 - $24,946) during the three-month period ended December 31, 2024. Exchange and filing fees were $3,425 during the quarter ended December 31, 2024 compared to $20,250 during the quarter ended December 31, 2023, which were higher due to fees related to the prospectus filing. Office & miscellaneous expenses were $51,991 for the three months ended December 31, 2023 compared to $4,663 for the same period in 2023, which were significantly higher in 2024 due to the Company purchasing software. The Company recorded a loss and reduction in the fair value of the common shares of Vortex Energy Corp., which the Company received from the sale of the Long Range property, of $13,621 during the quarter ended December 31, 2024 compared to a reduction of $135,000 during the quarter ended December, 2023. Net loss for the quarter ended December 31, 2024, was $887,806 compared to a net loss of $545,979 for the quarter ended December 31, 2023.

Year ended December 31, 2024

During the year ended December 31, 2024, the Company incurred expenses of $3,508,256 compared to expenses of $1,277,785 during the year ended December 31, 2023. Expenses were comprised primarily of exploration expenses of $1,612,632 during the year ended December 31, 2024, compared to $527,048 during the year ended December 31, 2023. Exploration costs were significantly higher in 2024 due to the Company conducting a drill program and a significant soil sampling program on the Glover Island property. During the year ended December 31, 2023, exploration costs consisted primarily of soil sampling and consulting related to the Glover Island and Mint Pond properties. During the year ended December 31, 2024, consulting fees were $395,153, of which $317,000 was paid to related parties and the balance to external consultants. During the year ended December 31, 2023, $343,285 was paid in consulting fees, of which 252,750 was paid to related parties and the balance to external consultants. Salaries and benefits were $262,857 during the year ended December 31, 2024 compared to $nil during the year ended December 31, 2023 as the Company did not have any employees in 2023. Advertising & promotion costs were $544,581 during the year ended December 31, 2024, compared to $127,434 during the year ended December 31, 2023. These costs were primarily made up of $105,095 (2023 - $41,186) to Bantr Media Inc. for on-camera hosting of interviews, event attendance, and producing website and social media content, $200,000 (2023 - $33,334) to the Canucks Alumni Association for sponsorship advertising, $96,000 (2023 - $24,000) for website and social media management, $61,057 (2023 - $nil) for investor relations, and $12,500 to Dig Media Inc (2023 - $12,500). Professional fees (legal & Accounting) were $122,771 for the year ended December 31, 2024, compared to $186,160 for the year ended December 31, 2023, which were significantly higher in 2023 due to the legal and auditing costs related to the prospectus. Travel costs during the year ended December 31, 2024, were $86,199 compared to $45,985 during the year ended December 31, 2023. Exchange and filing fees were $73,205 during the year ended December 31, 2024, compared to $20,250 during the year ended December 31, 2023. Office & miscellaneous expenses were $68,906 in 2024 compared to $27,623, which was significantly higher in 2024 due to software purchases by the Company. During the year ended December 31, 2024, the Company received an exploration rebate from the Government of Newfoundland and Labrador in the amount of $97,208 compared to $7,394 during the year ended December 31, 2023. During the year ended December 31, 2023, the Company terminated the four option agreements and relinquished some of the claims blocks included in the Rocky Island purchase. This resulted in the Company recording an impairment of the properties in the amount of $1,249,271. During the year ended December 31, 2023, the Company recorded a gain from the sale of the Long Range property of $1,010,382. During the year ended December 31, 2024, the common shares received from Vortex Energy Corp. for the sale of Long Range had a decrease in value of $237,250 compared to a reduction of $765,000 during the year ended December 31, 2023. The Company recorded share-based compensation of $341,951 during the year ended December 31, 2024, which was the fair value of 5,250,000 stock options granted and vested during the year. The Company recorded a loss on the sale of Vortex shares of $327,793 during the year ended December 31, 2024. Net loss for the year ended December 31, 2024, was $3,751,075. Net loss for the year ended December 31, 2023, was $2,274,280.

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SUMMARY OF QUARTERLY RESULTS

A summary of the Company’s financial results for the last eight quarters is as follows:

	Quarter Ended December 31, 2024 $	Quarter Ended September 30, 2024 $	Quarter Ended June 30, 2024 $	Quarter Ended March 31, 2024 $	Quarter Ended December 31, 2023 $	Quarter Ended September 30, 2023 $	Quarter Ended June 30, 2023 $	Quarter Ended March 31, 2023 $
Revenue	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Net income (loss)	(887,806)	(1,933,188)	(401,736)	(528,345)	(545,979)	(202,241)	(1,287,921)	(238,139)
Loss per share, basic and diluted	(0.02)	(0.05)	(0.01)	(0.02)	(0.02)	(0.01)	(0.04)	(0.01)

On a quarter-by-quarter basis the loss can fluctuate significantly due to exploration costs, the timing of stock option grants and from other expenses outside of operating expenses.

During the quarter ended December 31, 2024, the Company incurred exploration costs of $299,448 related to drilling at Glover Island. During the quarter ended September 30, 2024, the Company granted 5,250,000 stock options with a fair value of $263,472, calculated using the Black-Scholes pricing model. During the quarter ended September 30, 2024, the Company conducted a soil sampling program and initiated a drill program on the Glover Island property, which accounted for $1,149,097 of the exploration expenses during the period. During the quarter ended September 30, 2024, the Company recorded an unrealized loss on marketable securities of $63,250. During the quarter ended June 30, 2024, the Company recorded an unrealized loss on marketable securities of $23,000 and incurred exploration costs of $185,210. During the quarter ended March 31, 2024, the Company recorded a realized loss from the sale of Vortex shares of $230,292 and recorded a reduction in the fair value of the Vortex shares of $11,250. During the quarter ended December 31, 2023, the Company recorded a reduction in the fair value of the Vortex Energy Corp. shares of $135,000 and exploration expenses were $158,272. During the quarter ended September 30, 2023, the Company recorded and impairment of $402,771 due to relinquishing exploration claims. During the same quarter, the Company also recorded a gain from the sale of the Long Range property of $1,010,382 and recorded a decrease in the fair value of the Vortex shares received for the sale in the amount of $630,000. During the quarter ended June 30, 2023, the Company recorded an impairment of $846,500, which related to the termination of the four property option agreements. Management anticipates expenses will increase going forward, which will primarily be as a result of increased exploration programs.

LIQUIDITY AND CAPITAL RESOURCES

As at December 31, 2024, the Company had a working capital deficiency of $126,318 and working capital of $2,097,200 at December 31, 2023.

On October 26, 2023, the Company completed a share consolidation of its share capital on the basis of three existing common shares for one new common share. As a result of the share consolidation, the 90,927,168 common shares issued and outstanding were consolidated to 30,309,052 common shares.

Share issuance during the period ended December 31, 2024:

a) On September 18, 2024, the Company issued 750,000 common shares to 1318229 BC Ltd., pursuant to the claim purchase agreement for 16 claims on Glover Island.

b) On September 18, 2024, the Company issued 50,000 common shares to 1318229 BC Ltd., pursuant to the settlement of a short-term loan agreement.

c) On July 10, 2024, the Company closed a non-brokered private placement by issuing 10,000,000 units at $0.08 per unit for gross process of $800,000. Each unit was comprised of one common share in the capital of the company and one-half

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of one non-transferable share purchase warrant. Each warrant will entitle the holder to purchase one additional share in the capital of the company for a period of 24 months from the closing date at an exercise price of 15 cents per warrant share. The company paid cash finders' fees of an aggregate of $14,694.40 and issued an aggregate of 183,680 share purchase warrants to certain finders in connection with the closing of the offering. Each finder warrant is exercisable into one share at a price of 15 cents per finder's warrant share for a period of 24 months from the date of issuance, subject to an acceleration provision.

During the year ended December 31, 2023, the Company had the following share issuances:

a) On September 27, 2023, the Company issued 166,667 common shares with a fair value of $75,000 as a finder's fee pursuant to the sale of the Long Range property.

Cash and Cash Equivalents

The Company's cash balances are deposited with major financial institutions in Canada.

Sources and Uses of Cash

The Company's ability to continue operations and fund its development expenditures is dependent on management's ability to secure additional financing. Management is actively pursuing such additional sources of financing, and while it has been successful in doing so in the past, there can be no assurance it will be able to do so in the future.

The following are the Company's cash flows from operating, investing, and financing activities for the year ended December 31, 2024:

Operating Activities

The Company used net cash of $2,895,070 in operating activities during the year ended December 31, 2024 and used net cash of $952,787 in operating activities during the year ended December 31, 2023.

Financing Activities

The Company received net cash of $905,305 from financing activities during the year ended December 31, 2024 and received $nil from financing activities during the year ended December 31, 2023.

Investing Activities

The Company received cash of $63,888 from investing activities during the year ended December 31, 2024 and received cash of $318,181 in investing activities during the year ended December 31, 2023. During the year ended December 31, 2024, the Company received cash of $83,588 from the sale of Vortex shares and $5,300 in claim staking refunds from the Government of Newfoundland and Labrador. Cash received in 2023 consisted of $162,800 from the sale of the Long Range claims and $255,850 in claims staking refunds from the Government of Newfoundland and Labrador.

Contractual Obligations and Commitments Excluding Provisions

The Company does not have any contractual obligations or commitments other than trade accounts payable due within one-year.

Off-balance sheet arrangements

The Company does not have off-balance sheet arrangements including any arrangements that would affect the liquidity, capital resources, market risk support and credit risk support or other benefits.

Capital Management

There were no changes in the Company's approach to capital management during the year ended December 31, 2024.

In managing liquidity, the Company's primary objective is to ensure the entity can continue as a going concern while raising additional funding to meet its obligations as they come due. The Company's operations to date have been funded by issuing equity. The Company expects to improve the working capital position by securing additional financing.

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The Company’s investment policy is to invest excess cash in very low risk financial instruments such as term deposits or by holding funds in high yield savings accounts with major Canadian banks. Financial instruments are exposed to certain financial risks, which may include currency risk, credit risk, liquidity risk and interest rate risk.

The Company’s mineral property interests are all in the exploration stage, as such the Company is dependent on external financing to fund its exploration activities and administrative costs. Management continues to assess the merits of mineral properties on an ongoing basis and may seek to acquire new properties or to increase ownership interests if it believes there is sufficient geologic and economic potential.

Management mitigates the risk and uncertainty associated with raising additional capital in current economic conditions through cost control measures that minimizes discretionary disbursements and reduces exploration expenditures that are deemed of limited strategic value.

The Company manages the capital structure (consisting of shareholders’ deficiency) on an ongoing basis and adjusts in response to changes in economic conditions and risks characteristics of its underlying assets. Adjustments to the Company’s capital structure may involve the issuance of new shares, assumption of new debt, acquisition or disposition of assets, or adjustments to the amounts held in cash, cash equivalents and short-term investments.

The Company is not subject to any externally imposed capital requirements.

The Company has no capital commitments in connection with its exploration properties.

TRANSACTIONS WITH RELATED PARTIES

Parties are related if one party has the direct or indirect ability to control or exercise significant influence over the other party in making operating and financial decisions. Parties are also related if they are subject to common control or common significant influence. A transaction is considered to be a related party transaction when there is a transfer of economic resources or financial obligations between related parties. Related party transactions that are in the normal course of business and have commercial substance are measured at the fair value.

Related parties include companies controlled by key management personnel. Key management personnel are composed of the board of directors, Chief Executive Officer and Chief Financial Officer of the Company (being Hratch Jabrayan, CEO and director, Bryan Loree, CFO, Peter Lauder, director, Iliya Garkov, director, and Nader Elm, director).

On September 9, 2024, Mark Scott resigned as CEO of the Company and Hratch Jabrayan was appointed CEO and joined the board of directors. On November 14, 2024, Rav Mlait resigned as a director of the Company.

During the year ended December 31, 2024, directors and officers were paid $653,083 (2023 - $252,750) in salaries and consulting fees as follows:

a) $257,333 was paid and accrued to the CEO during the year ended December 31, 2024 (2023 - $nil)
b) $140,000 was paid to the former CEO during the year ended December 31, 2024 (2023 - $120,000).
c) $84,000 was paid to the CFO during the year ended December 31, 2023 (2023 - $54,000).
d) $84,000 was paid to former director, Rav Mlait, during the year ended December 31, 2024 (2023 - $54,000).
e) $78,750 was paid in exploration consulting fees and $9,000 in consulting fees to director, Peter Lauder, during the year ended December 31, 2024 (2023 - $24,750)
f) During the year ended December 31, 2024, 4,200,000 (2023 - nil) stock options were granted to the directors and officers of the Company with a fair value of $287,916 (2023 - $nil).

SUBSEQUENT EVENTS

a) On January 14, 2025, the Company closed a non-brokered private placement, consisting of 4,000,000 units of the company at a price of five cents per unit for gross proceeds of $200,000. Each unit consisted of one common share and one-half common share purchase warrant, with each full warrant exercisable to purchase one common share at a price of 7.5 cents for 12 months from the date of issuance.

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b) On January 28, 2025, the Company purchased three claims on Glover Island in Newfoundland, by issuing an arm’s length vendor an aggregate 300,000 common shares..

c) Subsequent to December 31, 2024, the Company sold 250,000 common shares of Vortex Energy Corp. for net proceeds of $10,525.

d) On April 10, 2025, the Company granted 600,000 stock options with an exercise price of $0.05 for a period of 12 months.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The Company’s financial instruments consist of cash, amounts receivable, and accounts payable and accrued liabilities. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest rate, currency or credit risks arising from these financial instruments. The fair values of these financial instruments approximate their carrying values due to the relatively short-term maturity of these instruments.

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

During the years ended December 31, 2024, and December 31, 2023, the Company incurred the following expenses:

	Year Ended December 31, 2024	Year Ended December 31, 2023
Exploration expenses	$1,612,632	$527,048
Stock-based compensation	$341,951	–
General and administrative costs	$1,553,673	$750,737

An analysis of material components of the Company’s general and administrative expenses is disclosed in the audited financial statements for the year ended December 31, 2024, to which this MD&A relates.

DISCLOSURE OF OUTSTANDING SHARE DATA

Common Shares

The Company’s common shares are not currently listed on an exchange. The Company’s authorized share capital consists of an unlimited number of common shares without par value.

As at December 31, 2024, the Company had 41,109,052 common shares issued and outstanding and at April 28, 2025 the Company had 45,409,052 common shares issued and outstanding.

Share Purchase Warrants

As at December 31, 2024, there were 5,000,000 share purchase warrants were outstanding. As at April 28, 2025, the Company had the following share purchase warrants were outstanding:

Number of warrants outstanding	Exercise price $	Expiry date
5,000,000 (1)	0.15	July 10, 2026
2,000,000	0.075	January 14, 2026

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Agent's Warrants

As at December 31, 2024, the company had 183,680 agent’s warrants outstanding. As at April 28, 2025, the following agent’s warrants were outstanding:

Number of warrants outstanding	Exercise price $	Expiry date
183,680^{(1)}	0.15	July 10, 2026

(1) These warrants are subject to an acceleration provision whereas if the daily trading price of the shares on the Canadian Securities Exchange (or such other exchange on which the shares may be traded at such time) is 25 cents or greater per share for 10 consecutive trading days, the Company, within five days of such event, may accelerate the expiry date of the warrants by giving notice by news release to the holders thereof, and, in such case, the warrants will expire on the first day that is 30 calendar days after the date on which the news release is disseminated by the company.

Stock Options

As at December 31, 2024, there were 5,000,000 stock options outstanding. As at April 28, 2025, the Company had 5,600,000 stock options outstanding which had the following characteristics:

Number of Options	Exercise Price	Expiry Date
500,000^{(1)}	$0.12	August 28, 2025
300,000^{(2)}	$0.12	August 28, 2026
500,000	$0.12	December 31, 2025
2,200,000	$0.12	August 28, 2029
1,500,000^{(3)}	$0.12	September 9, 2026
600,000^{(4)}	$0.05	April 10, 2026

(1) 100,000 of these options have vesting provisions whereas 25,000 vest every three months.
(2) These options have vesting provisions whereas 75,000 vest every three months
(3) These options have vesting provisions whereas 375,000 vest every three months.
(4) These options have vesting provisions whereas 150,000 vest every three months

CRITICAL ACCOUNTING ESTIMATES

To prepare financial statements in conformity with IFRS, the Company must make estimates, judgements and assumptions concerning the future that affect the carrying values of assets and liabilities as of the date of the financial statements and the reported values of revenues and expenses during the reporting period. By their nature, these are uncertain and actual outcomes could differ from the estimates, judgments and assumptions.

The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and also in future periods when the revision affects both current and future periods. Significant accounting judgments, estimates and assumptions are reviewed on an ongoing basis.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could have an effect on the amounts recognized in the annual financial statements relate to the following:

Going concern

The preparation of the financial statements requires management to make judgments regarding the ability to continue as a going concern.

ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

RISK FACTORS

Much of the information included in this report includes or is based upon estimates, projections or other forward-looking statements. Such forward-looking statements include any projections or estimates made by the Company and its management in connection with the Company’s business operations. While these forward-looking statements, and any assumptions upon which they are based,

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are made in good faith and reflect the Company’s current judgment regarding the direction of its business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. Except as required by law, the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Such estimates, projections or other forward-looking statements involve various risks and uncertainties as outlined below. The Company cautions readers of this report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward-looking statements. In evaluating the Company, its business and any investment in its business, readers should carefully consider the following factors:

Risks Related to the Company’s Business

Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, the Company faces a high risk of business failure.

Potential investors should be aware of the difficulties normally encountered by mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration program that the Company intends to undertake on its properties and any additional properties that the Company may acquire. These potential problems include unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by the Company in the exploration of its properties may not result in the discovery of mineral deposits. Any expenditures that the Company may make in the exploration of any other mineral property that it may acquire may not result in the discovery of any commercially exploitable mineral deposits. Problems such as unusual or unexpected geological formations and other conditions are involved in all mineral exploration and often result in unsuccessful exploration efforts. If the results of the Company’s exploration do not reveal viable commercial mineralization, the Company may decide to abandon some or all of its property interests.

Loss of Interest in Properties

The Company’s ability to maintain an interest in the properties optioned by the Company will be dependent on its ability to raise additional funds by equity financing. Failure to obtain additional financing may result in the Company being unable to make the periodic payments required to keep the property interests in good standing and could result in the delay or postponement of further exploration and or the partial or total loss of the Company’s interest in the properties optioned by the Company, including the Qualifying Property.

Because of the speculative nature of the exploration of mineral properties, there is no assurance that the Company’s exploration activities will result in the discovery of any quantities of mineral deposits on its current properties or any other additional properties the Company may acquire.

The Company intends at this time to continue exploration on its current properties and the Company may or may not acquire additional interests in other mineral properties. The search for mineral deposits as a business is extremely risky. The Company can provide investors with no assurance that exploration on its current properties, or any other property that the Company may acquire, will establish that any commercially exploitable quantities of mineral deposits exist. Additional potential problems may prevent the Company from discovering any mineral deposits. These potential problems include unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. If the Company is unable to establish the presence of mineral deposits on its properties, its ability to fund future exploration activities will be impeded, the Company will not be able to operate profitably and investors may lose all of their investment in the Company.

The potential profitability of mineral ventures depends in part upon factors beyond the control of the Company and even if the Company discovers and exploits mineral deposits, the Company may never become commercially viable and the Company may be forced to cease operations.

The commercial feasibility of an exploration program on a mineral property is dependent upon many factors beyond the Company’s control, including the existence and size of mineral deposits in the properties the Company explores the proximity and capacity of processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental regulation. These factors cannot be accurately predicted and any one or a combination of these factors may result in the Company not receiving an adequate return on invested capital. These factors may have material and negative effects on the Company’s financial performance and its ability to continue operations.

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Exploration and exploitation activities are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on the Company.

Exploration and exploitation activities are subject to federal, provincial, state and local laws, regulations and policies, including laws regulating the removal of natural resources from the ground and the discharge of materials into the environment. Exploration and exploitation activities are also subject to federal, provincial, state and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment.

Environmental and other legal standards imposed by federal, provincial, state or local authorities may be changed and any such changes may prevent the Company from conducting planned activities or may increase its costs of doing so, which would have material adverse effects on its business. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on the Company. Additionally, the Company may be subject to liability for pollution or other environmental damages that the Company may not be able to or elect not to insure against due to prohibitive premium costs and other reasons. Any laws, regulations or policies of any government body or regulatory agency may be changed, applied or interpreted in a manner which will alter and negatively affect the Company's ability to carry on its business.

Title to mineral properties is a complex process and the Company may suffer a material adverse effect in the event one or more of its property interests are determined to have title deficiencies.

Acquisition of title to mineral properties is a very detailed and time-consuming process. Title to, and the area of, mineral properties may be disputed. Although the Company has either staked property or entered into property option agreements or joint venture agreements on its existing Project interests, the Company cannot give an assurance that title to such property will not be challenged or impugned. Further, the Company cannot give an assurance that the existing description of mining titles will not be changed due to changes in policy, rulings, or law in the jurisdiction where the property is located. Mineral properties sometimes contain claims or transfer histories that examiners cannot verify. A successful claim that the Company does not have title to one or more of its properties could cause the Company to lose any rights to explore, develop and mine any minerals on that property, without compensation for its prior expenditures relating to such property.

The properties optioned by the Company may now or in the future be the subject of first nations land claims. The legal nature of aboriginal land claims is a matter of considerable complexity. The impact of any such claim on the Company's ownership interest in the properties optioned by the Company cannot be predicted with any degree of certainty and no assurance can be given that a broad recognition of aboriginal rights in the area in which the properties optioned by the Company are located, by way of a negotiated settlement or judicial pronouncement, would not have an adverse effect on the Company's activities. Even in the absence of such recognition, the Company may at some point be required to negotiate with first nations in order to facilitate exploration and development work on the properties optioned by the Company.

Because the Company's property interests may not contain mineral deposits and because it has never made a profit from its operations, the Company's securities are highly speculative and investors may lose all of their investment in the Company.

The Company's securities must be considered highly speculative, generally because of the nature of its business and its stage of operations. The Company currently has exploration stage property interests which may not contain mineral deposits. The Company may or may not acquire additional interests in other mineral properties but the Company does not have plans to acquire rights in any specific mineral properties as of the date of this report. Accordingly, the Company has not generated significant revenues nor has it realized a profit from its operations to date and there is little likelihood that the Company will generate any revenues or realize any profits in the short term. Any profitability in the future from the Company's business will be dependent upon locating and exploiting mineral deposits on the Company's current properties or mineral deposits on any additional properties that the Company may acquire. The likelihood that any mineral properties that the Company may acquire or have an interest in will contain commercially exploitable mineral deposits is extremely remote. The Company may never discover mineral deposits in respect to its current properties or any other area, or the Company may do so and still not be commercially successful if the Company is unable to exploit those mineral deposits profitably. The Company may not be able to operate profitably and may have to cease operations, the price of its securities may decline and investors may lose all of their investment in the Company.

As the Company faces intense competition in the mineral exploration and exploitation industry, the Company will have to compete with the Company's competitors for financing and for qualified managerial and technical employees.

The Company's competition includes large established mining companies with substantial capabilities and with greater financial and technical resources than the Company. As a result of this competition, the Company may have to compete for financing and be unable to acquire financing on terms it considers acceptable. The Company may also have to compete with the other mining companies for the recruitment and retention of qualified managerial and technical employees. If the Company is unable to successfully compete for financing or for qualified employees, the Company's exploration programs may be slowed down or suspended, which may cause the Company to cease operations as a company.

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The Company's future is dependent upon its ability to obtain financing and if the Company does not obtain such financing, the Company may have to cease its exploration activities and investors could lose their entire investment.

There is no assurance that the Company will operate profitably or will generate positive cash flow in the future. The Company requires additional financing in order to proceed with the exploration and development of its properties. The Company will also require additional financing for the fees it must pay to maintain its status in relation to the rights to the Company's properties and to pay the fees and expenses necessary to operate as a public company. The Company will also need more funds if the costs of the exploration of its mineral claims are greater than the Company has anticipated. The Company will require additional financing to sustain its business operations if it is not successful in earning revenues. The Company will also need further financing if it decides to obtain additional mineral properties. The Company currently does not have any arrangements for further financing and it may not be able to obtain financing when required. The Company's future is dependent upon its ability to obtain financing. If the Company does not obtain such financing, its business could fail and investors could lose their entire investment.

The Company's directors and officers are engaged in other business activities and accordingly may not devote sufficient time to the Company's business affairs, which may affect its ability to conduct operations and generate revenues.

The Company's directors and officers are involved in other business activities. As a result of their other business endeavours, the directors and officers may not be able to devote sufficient time to the Company's business affairs, which may negatively affect its ability to conduct its ongoing operations and its ability to generate revenues. In addition, the management of the Company may be periodically interrupted or delayed as a result of its officers' other business interests.

Risks Relating to the Company's Common Stock

A decline in the price of the Company's common stock could affect its ability to raise further working capital and adversely impact its ability to continue operations.

A prolonged decline in the price of the Company's common stock could result in a reduction in the liquidity of its common stock and a reduction in its ability to raise capital. Because a significant portion of the Company's operations have been and will be financed through the sale of equity securities, a decline in the price of its common stock could be especially detrimental to the Company's liquidity and its operations. Such reductions may force the Company to reallocate funds from other planned uses and may have a significant negative effect on the Company's business plan and operations, including its ability to develop new products and continue its current operations. If the Company's stock price declines, it can offer no assurance that the Company will be able to raise additional capital or generate funds from operations sufficient to meet its obligations. If the Company is unable to raise sufficient capital in the future, the Company may not be able to have the resources to continue its normal operations.

DIVIDENDS

The Company has neither declared nor paid any dividends on its common shares. The Company intends to retain its earnings, if any, to finance growth and expand its operations and does not anticipate paying any dividends on its common shares in the foreseeable future.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

The Company has established procedures and internal control systems to ensure the timely and accurate preparation of financial, management and other reports. Disclosure controls are in place to ensure all reporting meets statutory reporting requirements. The Company's management is responsible for establishing and maintaining adequate internal controls. These controls have been designed to provide reasonable, but not absolute, assurance with respect to the Company's financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Internal controls, however well-conceived, will provide only reasonable and not absolute assurance that the objectives of the internal controls over financial reporting will be met. It should not be expected that the disclosure and internal controls and procedures would prevent all errors or fraud.

Due to the small size of the Company's finance department, there are a limited number of personnel handling accounting and financial matters and as a result, there is a lack of segregation of duties. Management believes that it has designed sufficient compensating internal controls to mitigate these limitations, including dual signatories on all cheques. Additional internal controls include audit committee and senior management review and oversight.

DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are designed to provide reasonable, but not absolute, assurance that all material information is obtained, analyzed and reported to senior management on a timely basis in order for management to make reasonable decisions regarding public disclosure.

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The Company is not required to certify the design and evaluation of the Company’s disclosure controls and procedures and internal controls over financial reporting and has not completed such an evaluation.

Inherent limitations on the ability of the certifying officers to design and implement on a cost effective basis disclosure controls and procedures and internal controls over financial reporting for the Company may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

ADDITIONAL INFORMATION

Additional information about the Company is available on SEDAR+ at http://www.sedarplus.com

BOARD APPROVAL

The board of directors of the Company has approved this MD&A.