Generation Mining Limited - Management Reports 2024

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Management’s Discussion and Analysis For the Year Ended December 31, 2023

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The following is Management’s Discussion and Analysis (“MD&A”) of the audited consolidated financial statements of operations of Generation Mining Limited and its wholly owned subsidiary company (together “Generation” or the “Company”) for the year ended December 31, 2023. This MD&A should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2023 and 2022 including the notes thereto, prepared in accordance with the International Financial Reporting Standards or (“IFRS”).

The MD&A is prepared by management and approved by the Board of Directors as of March 28, 2024. All figures are in Canadian dollars unless stated otherwise. Additional information relevant to the Company’s activities can be found on SEDAR at www.sedar.com.

This MD&A contains forward-looking statements. All statements in this discussion, other than statements of historical fact, that address future exploration and development activities and events or developments that the Company expects, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Forward-looking statements should be read in conjunction with the risk factors described in the “Risk Factors” and “Cautionary Note Regarding Forward Looking Information” sections at the end of this MD&A and as described in the Company’s Annual Information Form ("AIF") for the year ended December 31, 2023.

Scientific and technical information contained in this MD&A relating to mineral reserves, mineral resources and exploration results was reviewed and approved by Drew Anwyll, P.Eng., M.Eng., Chief Operating Officer of the Company, and Mauro Bassotti, P.Geo., Vice President of Geology, each a “Qualified Person” under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).

Readers are referred to the NI 43-101 technical report for the Marathon Project entitled, “Feasibility Study Update Marathon Palladium & Copper Project Ontario, Canada” (the “2023 Feasibility Study”) dated March 31, 2023. Readers are encouraged to review the full text of the 2023 Feasibility Study, available for review under the Company’s website www.genmining.com and under the Company’s profile at www.sedarplus.ca. The 2023 Feasibility Study supports the scientific and technical information set out in this MD&A, and supersedes the previously filed Feasibility Study dated March 23, 2021 (“2021 Feasibility Study”).

Certain non-IFRS measures are included in this MD&A and are discussed in the Non-IFRS Measures section of this MD&A.

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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BUSINESS OVERVIEW ..................................................................................................................................... 3 2023 FOURTH QUARTER AND ANNUAL HIGHLIGHTS ..................................................................................... 3 OUTLOOK....................................................................................................................................................... 4 CORPORATE, PROJECT AND EXPLORATION UPDATES .................................................................................... 4 Detailed Engineering………………………………………………………………………………………………………………………………….4 Early Procurements…………………………………………………………………………………………………………………………………………………5 Environment, Permitting and Community ........................................................................................................ 5 Project Financing .............................................................................................................................................. 7 Investments in Associate…………………………………………………………………………………………………………………………………………..8 2023 UPDATED FEASIBILITY STUDY - MARATHON PROJECT........................................................................... 9 SUMMARY OF MINERAL RESERVES AND RESOURCES ................................................................................. 16 Mineral Resources ......................................................................................................................................... 16 Mineral Reserves ........................................................................................................................................... 17 Qualified Persons ........................................................................................................................................... 17 RESULTS FROM OPERATIONS ....................................................................................................................... 18 SUMMARY OF QUARTERLY RESULTS .............................................................................................................21 FINANCIAL POSITION ................................................................................................................................... 22 LIQUIDITY .....................................................................................................................................................23 CAPITAL RESOURCES .................................................................................................................................... 24 MARATHON PROPERTY ACQUISITION .......................................................................................................... 24 OTHER MINERAL PROPERTIES ...................................................................................................................... 25 RELATED PARTY TRANSACTIONS .................................................................................................................. 25 OUTSTANDING SECURITY DATA ................................................................................................................... 25 FINANCIAL RISK MANAGEMENT .................................................................................................................. 29 OFF-BALANCE SHEET ARRANGEMENTS ........................................................................................................ 30 DIVIDENDS ................................................................................................................................................... 30 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS .............................................................................. 31 ACCOUNTING POLICIES AND BASIS OF PRESENTATION ............................................................................... 31 NON-IFRS MEASURES .................................................................................................................................. 31 RECENT ACCOUNTING PRONOUNCEMENTS ................................................................................................ 32 INTERNAL CONTROL OVER FINANCIAL REPORTING ..................................................................................... 32 DISCLOSURE CONTROLS AND PROCEDURES ................................................................................................ 33 LIMITATIONS OF CONTROLS AND PROCEDURES .......................................................................................... 33 RISKS AND UNCERTAINTIES ......................................................................................................................... 33 CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION ........................................................ 35 INFORMATION CONCERNING ESTIMATES OF MINERAL RESERVES AND RESOURCES .................................. 36

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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BUSINESS OVERVIEW

The Company was incorporated under the Business Corporations Act (Ontario) on January 11, 2018. Its registered office is located at 100 King Street West, Suite 7010, Toronto, Ontario M5X 1B1. The Company’s common shares trade on the Toronto Stock Exchange (“TSX”) under the symbol GENM and OTCQB (The Venture Marketplace) under the symbol GENMF. The Company is an exploration and development stage company primarily focused on the development and construction of the Marathon Palladium and Copper project located in Marathon, Ontario Canada (the “Marathon Property” or “Marathon Project” or the “Project”), a large undeveloped platinum group metal and copper mineral deposit in Northwestern Ontario, Canada. The Marathon Project is 100% owned by Generation PGM Inc. (“Generation PGM”), a wholly owned subsidiary of Generation.

The Company released the results of the 2023 Feasibility Study on March 31, 2023. The 2023 Feasibility Study estimates that at US$1,800/oz palladium, and US$3.70/lb copper, the Marathon Project’s net present value (“NPV”) (at a 6% discount rate) is approximately $1.16 billion with a payback of 2.3 years and an internal rate of return (“IRR”) of 25.8%. Initial Capital costs set out in the 2023 Feasibility Study are estimated at $1,112 million ($898 million net of equipment financing and pre-commercial production revenue). The mine is expected to produce an estimated 166,000 payable palladium ounces and 41 million payable pounds of copper per year over a 12.5-year mine life at an all-in sustaining cost of US$813 per palladium-equivalent ounce.

2023 FOURTH QUARTER AND ANNUAL HIGHLIGHTS

On November 21, 2023, the Company closed a financing consisting of (i) 42,858,000 units (the “Units”) at a price of C$0.28 per Unit, and (ii) 9,678,000 flow-through units (the “FT Units”) at a price of $0.32 per FT Unit for aggregate gross proceeds to the Company of $15,097,200. The Offering included a lead order of $5,000,000 from Wheaton Precious Metals Corp. Each Unit and each FT Unit consisted of one common share (a “Common Share”) in the capital of the Company and one-fifth (1/5) of one common share purchase warrant of the Company (each whole warrant, a “Warrant”). Each Warrant is exercisable to acquire one Common Share at a price per Warrant of C$0.50 for a period of 36 months from November 21, 2023.
On November 15, 2023, the Company completed the sale of its rights and interests in an agreement to acquire a 100% interest in six (6) mineral leases hosting a molybdenum-tungsten deposit, located near the town of Smithers, British Columbia (the “Davidson Property”) to Moon River Capital Ltd. (“Moon River”), a capital pool company listed on the TSX Venture Exchange, for $630,000 in cash and 9 million common shares of Moon River. As at December 31, 2023 the closing price of Moon River shares (MOO.V) was $1.05 and the fair value of the 9 million shares was $9,450,000.
The Company made significant progress during the year obtaining construction permits for the Marathon Project.
In November 2023, the Ministry of Natural Resources and Forestry of the province of Ontario issued the Permit to Remove (trees) for the Project.
The Company received the Environmental Compliance Approval issued by the Ministry of Environment, Conservation and Parks for air and noise emissions for the Project in September 2023.

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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Also in September 2023, the Company received consent from Biigtigong Nishnaabeg (“BN”) Chief and Council of the Closure Plan for the Marathon Palladium-Copper Project (the “Closure Plan”). Subsequently, the Ministry of Mines issued a letter inviting the Company to submit the Closure Plan. The Closure Plan was submitted in September and was accepted and filed by the Ministry of Mines on November 6, 2023, and
In August 2023, the Company received the Endangered Species Act permit issued by the Ministry of the Environment, Conservation and Parks for Caribou (Boreal population) (“Caribou”) and Little Brown Myotis, Northern Myotis and Tri-coloured Bats (“SAR bats”). The permit includes conditions intended to minimize impacts to Caribou and SAR bats, as well as to create an overall benefit for these species at risk.
On May 2, 2023 the Company executed a mandate letter to arrange a senior secured project finance facility of up to US$400 million to fund the construction and development of its Marathon Project. A syndicate including Export Development Canada, together with ING Capital LLC and Societe Generale S.A. will act as the Mandated Lead Arrangers. The formal Mandate includes a non-binding indicative term sheet for a senior debt facility of up to US$400 million.
On March 31, 2023, the Company filed the 2023 Feasibility Study for the Marathon Project which demonstrates robust economics with an after-tax NPV6% of $1.16 billion and an IRR of 25.8% based on a long-term price of US$1,800/oz for palladium and US$3.70/lb for copper.

OUTLOOK

The Company intends to continue to advance the development of the Marathon Project. Key milestones and areas of focus over the next twelve months will include the following:

Continue to progress permits that are critical to allow for construction to commence,
Advance project financing required to develop the Marathon Project,
Advance engineering, design and procurement activities as part of project optimization initiatives,
Conduct an exploration program on the property, and
Subject to receiving the requisite permits, project financing (as discussed elsewhere in this MD&A), and formal Board approval, commence construction of the Project.

CORPORATE, PROJECT AND EXPLORATION UPDATES

Detailed Engineering

The Company advanced the detailed engineering and procurement (“EP Services”) of the Marathon Project throughout 2022 and into 2023. Late in the first quarter of 2023, the Company paused the EP Services pending increased visibility regarding the timing associated with the receipt of permits required for commencement of construction and project financing. The tailings dam designs, water infrastructure, onsite and off-site infrastructure, and process plant designs had been advanced to approximately 40% complete. The water management and tailings dam designs are advanced to a level to allow for permitting approvals (with drawings having been advanced to “issued for construction”).

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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Early Procurements

Grinding Mills, Power Transformer and Sub-Station

On August 8, 2022, Generation PGM entered into an agreement with Hycroft Mining Holding Corporation (“Hycroft”), as subsequently amended, for the purchase of an unused surplus SAG mill, ball mill and main substation and power transformers (the “Hycroft Equipment”), currently stored in Nevada and Texas, USA for US$13,600,000, of which US$500,000 was paid on signing, US$500,000 was paid on September 9, 2022, and US$50,000 was paid on December 30, 2022. On May 15, 2023, the terms of the agreement were amended to include a payment of US$100,000 on signing and US$50,000 for every US$1,000,000 raised in equity like financings, to a maximum of US$400,000 with the balance due on June 30, 2024. In connection with the financing completed on November 21, 2023 the Company paid US$400,000. In connection with the Hycroft Equipment purchase, Generation also agreed to assume certain costs related to the Mills, including storage and insurance, until completion of the sale. Interest is payable on the balance outstanding at a rate of 5% per annum for the period from January 1, 2023 to March 31, 2023 and 7.5% per annum for the period from April 1, 2023 to June 30, 2024.

On December 31, 2023 the agreement was further amended to allow for the Hycroft Equipment to be marketed to third parties and for Generation to terminate the purchase agreement in respect of (a) the SAG Mill and ball mill (the “Mills”) and/or (b) the main sub-station and power transformers (the “Electrical Equipment”) on or before June 30, 2024. In connection with this amendment, Generation also agreed to cover certain additional expenses incurred by Hycroft in the event Generation elects to complete the purchase of the Hycroft Equipment. On February 29, 2024, the Company terminated its purchase of the Mills, and has retained the option to purchase the Electrical Equipment until June 30, 2024.

Construction Camp

On July 12, 2022, the Company announced that it had entered into an agreement with Valard Equipment LP (“Valard”), as subsequently amended, for the lease of a construction camp (the “Camp”) located in Marathon, Ontario until June 30, 2024 (previously December 31, 2023) (the “Lease Term”) and an option, exercisable at the Company’s discretion, to purchase the Camp on or before the end of the Lease Term. The total remaining obligations as at December 31, 2023, including the monthly lease payments and the purchase option due June 30, 2024 is $2,530,000. In connection with this agreement, the Company has also leased the existing serviced camp site from the Town of Marathon.

The Camp will be used to accommodate up to 286 workers for the initial site preparation phase through the construction phase. Additional accommodation capacity will be secured for the Marathon Project as construction ramps up to the peak of approximately 1,000 workers. Previously, the Camp was used to accommodate the workforce for a transmission line project and has all the required infrastructure services, including a commercial kitchen, a recreation facility, a maintenance facility, and management offices. The Biigtigong Nishnaabeg First Nation (“BN”) will operate and service the Camp as part of the Company’s commitments under the Community Benefit Agreement (“CBA”) entered into with BN.

Environment, Permitting and Community

Environmental Approvals

The Marathon Project was assessed in accordance with the Canadian Environmental Assessment Act 2012 (“CEAA 2012”) and Ontario’s Environmental Assessment Act, 1990 (“EA Act”) through a Joint Review Panel (“JRP”) pursuant to the Canada-Ontario Agreement on Environmental Assessment

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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Cooperation (2004). This was approved on November 30, 2022. Included in the EA approval, the federal and provincial governments included conditions (“EA Conditions”) to be completed in the various phases of the Project. Further, with the approval of the EA, the Project proceeded to submit applications for the various permits that are required for construction, operation and closure.

To date, the project has advanced on the following:

In August 2023 the Company received the Endangered Species Act permit (“ESA permit”) issued by the Ministry of the Environment, Conservation and Parks (“MECP”) for Caribou (Boreal population) (“caribou”) and Little Brown Myotis, Northern Myotis and Tri-coloured Bats (“SAR bats”). The permit includes conditions intended to minimize impacts to caribou and SAR bats, as well as to create an overall benefit for these species at risk. The ESA permit conditions for caribou include off-site restoration of habitat, research initiatives, caribou population monitoring, and stewardship collaboration with Biigtigong Nishnaabeg (“BN”) and other Indigenous communities. The ESA permit conditions related to SAR bats include construction of a bat hibernaculum, installation of roosting structures and monitoring.

In September 2023, the Company received the Environmental Compliance Approval (“ECA”) issued by MECP for air and noise emissions related to the construction of the Project. The approval includes mitigation measures and monitoring requirements to be undertaken by the Project. Mitigation measures include controlling fugitive dust emissions and minimizing noise emissions during operations. An ambient air monitoring program was implemented to characterize background air quality prior to construction of the Project.

The Closure Plan was submitted in September 2023 and was accepted and filed by the Ministry of Mines on November 6, 2023. As an element of the EA Conditions, the Company agreed to obtain consent of Biigtigong Nishnaabeg (“BN”) on the Closure Plan. In September 2023 the Company received consent from (“BN”) Chief and Council of the Closure Plan.

The Project has received the Permit to Remove in November 2023 which allows for the harvesting of trees on the site footprint.

In addition, documentation along with permit negotiations have been advanced to the provincial ministries for the Permit to Take Water, Environmental Compliance Approval (Water), and Lakes and Rivers Improvement Act. The federal approvals associated with Fisheries Act Authorization and the MDMER schedule 2 approval process are also well advanced.

It is expected that all pending permit approvals as noted above will be received in the second half of 2024.

Community Update

The Company and its predecessors have been engaged in consultation and discussion with several Indigenous communities and regional municipalities with respect to the Project since 2004. The Company, along with the identified communities, are developing constructive relationships through regular meetings and interactions to advance the development of the Project. The Company is striving to ensure these partnerships have mutually beneficial outcomes and anticipates strong and long-lasting relationships with these groups.

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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The Community Benefit Agreement (“CBA”) between Generation PGM and Biigtigong Nishnaabeg (“BN”), which was ratified through a BN membership vote completed on November 12, 2022, describes the benefits the BN community will receive from the Project and details how the Project’s impacts on the community will be mitigated. It includes commitments from the Company regarding environmental management, employment, training and education, business opportunities, social and cultural support, and financial participation.

Project Financing

In August 2021, the Company appointed Endeavour Financial as its Financial Advisor to provide financial advisory services with respect to the development of the Marathon Project. Endeavour Financial, with offices in London, UK, George Town, Cayman Islands, and Vancouver, British Columbia, is a top mining financial advisory firm, with a record of success in the mining industry, specializing in arranging multisourced funding solutions for development-stage companies. The Endeavour Financial team has diverse experience in both natural resources and finance, including investment bankers, geologists, mining engineers, cash flow modelers and financiers.

Stream Financing

The Company and its 100% owned subsidiary Generation PGM entered into a definitive Precious Metal Purchase Agreement (“PMPA”) with Wheaton Precious Metals Corp. (“Wheaton”) in respect to the Marathon Project which became effective on January 26, 2022.

Pursuant to the PMPA, Wheaton will pay the Company total upfront cash consideration of $240,000,000, $40,000,000 of which was paid ($20,000,000 on March 31, 2022 (“First Early Deposit”) and $20,000,000 on September 7, 2022) on an early deposit basis prior to construction to be used for development of the Marathon Project. The remainder of $200,000,000 is payable in four staged instalments during construction, subject to various customary conditions being satisfied. Generation Mining and its subsidiary Generation PGM, have provided Wheaton a first ranking security interest over all their assets and various time sensitive performance guarantees relating to the development of the Project.

Under the PMPA, Wheaton will purchase 100% of the payable gold production until 150 thousand ounces (“koz”) have been delivered, thereafter dropping to 67% of payable gold production for the life of the mine; and 22% of the payable platinum production until 120 koz have been delivered, thereafter dropping to 15% for the life of mine.

Wheaton will make ongoing payments for the gold and platinum ounces delivered equal to 18% of the spot prices (“Production Payment”) until the value of gold and platinum delivered less the Production Payment is equal to the upfront consideration of $240,000,000, at which point the Production Payment will increase to 22% of the spot price.

The term of the agreement is 20 years, renewable at WPM’s election for an additional 10 years.

From the first anniversary date of the First Early Deposit until the first Construction Payment the Company will be subject to a Delay Payment of 250 ounces of gold per month. The Delay Ounce balance is payable in gold deliveries from operations and the Company has an option to settle in cash. In the event there has not been a Construction Payment by the fourth anniversary of the First Early Deposit the full Delay Ounce balance is payable.

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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Senior Secured Facility

On May 2, 2023, the Company executed a mandate letter to arrange a senior secured project finance facility of up to US$400 million (the “Mandate”) to fund the construction and development of the Marathon Project. A syndicate including Export Development Canada (“EDC”), together with ING Capital LLC (“ING”) and Societe Generale S.A. (“Societe Generale”), will act as the Mandated Lead Arrangers (“MLAs”). The formal Mandate includes a non-binding indicative term sheet (the “Term Sheet”) for a senior debt facility of up to US$400 million (the “Facility”).

Closing of the Facility remains subject to completion of final due diligence in form and substance satisfactory to the MLAs, including negotiating an appropriate cost overrun facility, confirming debt capacity, final credit approvals and execution of definitive Facility documentation. The definitive Facility documentation will include customary project finance terms and conditions, as well as a comprehensive intercreditor agreement. Drawdowns under the Facility would be subject to customary conditions precedent.

Summary

The potential US$400 million senior debt facility ($540 million) combined with the undrawn Wheaton Precious Metals Stream of $200 million, or a total of $740 million, represents a significant portion of the initial capital required to develop the Marathon Project. In light of lower palladium spot prices in the second half of 2023 and into 2024, the Company and the MLAs are continuing to negotiate the terms of the debt facility including, amongst other things, long term metal price assumptions, corresponding debt capacity, and cost overrun facility requirements. Subject to completing these discussions to the satisfaction of all parties, this will be followed by credit committee approvals and then finalizing definitive documentation, together with arranging equipment leases and sourcing the balance of the capital required to fully finance construction.

Investments in Associate

On November 15, 2023 the Company entered into an agreement with Moon River Capital Ltd. (“Moon River”) whereby Generation sold its rights and interests in an agreement to acquire a 100% interest in the Davidson Property hosting a molybdenum-tungsten deposit for $630,000 in cash and 9 million common shares of Moon River (“MR Shares”) valued at $0.25 for total proceeds of $2,880,000. As at December 31, 2023 the Company held 27.3% of the issued and outstanding common shares of Moon River.

The MR Shares are subject to certain sale restrictions if Generation holds 10% or greater of the issued and outstanding common shares of Moon River. The sale restrictions are as follows: 1) Moon River will have the option to identify the buyer of the MR Shares until November 15, 2025, and 2) Generation will be restricted from open market sales based on certain historical daily volume averages of Moon River common shares. The MR Shares are also subject to TSX.V escrow conditions whereby the shares will be released from escrow as follows: 900,000 shares November 15, 2023 (released); 1,350,000 shares on each of May 15, 2024, November 15, 2024, May 15, 2025, November 15, 2025, May 15, 2026, and November 15, 2026. Generation also has the right to appoint a director to the Board of Moon River and will have the right to maintain its pro rata equity interest for as long as it continues to hold greater than 10% of the issued and outstanding Common Shares.

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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As a result of Generation’s 27.3% interest in Moon River as at November 15, 2023, the Company has determined that it has significant influence over Moon River and has accounted for its investment as an Investment in Associate using the equity basis of accounting. The Company recorded a fair value of $2,200,000 for its interest in the 9 million MR Shares. Fair Value was estimated based on the share price of the financing completed concurrent with closing, less transaction costs of $50,000.

As at December 31, 2023 the closing price of Moon River shares (MOO.V) was $1.05 and the fair value of the 9 million shares was $9,450,000.

Changes in the investment in associate for the period ended December 31, 2023 were as follows:

Balance as at December 31, 2022	$ -
Acquisition at fair value as at November 15, 2023	2,200,000
Share of Moon River net loss	(95,321)
Balance as at December 31, 2023	$ 2,104,679

2023 UPDATED FEASIBILITY STUDY - MARATHON PROJECT

The 2023 Feasibility Study outlines the operation of an open pit mine and processing plant over a mine life of 12.5 years. All dollar amounts are in Canadian dollars unless otherwise stated. All references to Mlbs are to millions of pounds, Moz are to millions of ounces and koz are to thousands of ounces.

Highlights:

Robust economics[1] : An after-tax NPV at a 6% discount rate of $1.16 billion and IRR of 25.8% based on a long-term price of US$1,800/oz for palladium and US$3.70/lb for copper
Quick payback period on Initial Capital[2,3] : 2.3 years
Initial Capital : $1,112 million ($898 million net of equipment financing and pre-commercial production revenue), an increase of 25% from the 2021 Feasibility Study.
Low Operating Costs and attractive AISC: Life of mine (“LOM”) average operating costs of US$709/PdEq oz and all-in sustaining costs (“AISC”) of US$813/PdEq oz[3] . Operating costs have increased 14% compared with the 2021 Feasibility Study.
Increased Mineral Reserve Estimate: an increase of 8.5% in Mineral Reserves tonnages and a decreased open pit strip ratio
Optimized operation: increased process plant throughput and improved metallurgical recoveries over LOM
Average annual payable metals: 166 koz palladium, 41 Mlbs copper, 38 koz platinum, 12 koz gold and 248 koz silver
LOM payable metals: 2.1 Moz palladium, 517 Mlbs copper, 485 koz platinum, 158 koz gold and 3.2 Moz silver
Strong cash flows in first three years of production following commercial production: $851 million of free cash flow[3] , 580 koz of payable palladium and 132 Mlbs of payable copper
Jobs : Creation of over 800 jobs during construction jobs and over 400 direct permanent jobs during operations

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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The 2023 Feasibility Study was prepared by the Company and G Mining Services Inc. (“GMS”), along with contributions from Wood Canada Limited, Knight Piésold Ltd., P&E Mining Consultants Inc. (“P&E”), and JDS Energy and Mining, Inc., and with support from LQ Consulting and Management Inc. and Haggarty Technical Services. The effective date of the 2023 Feasibility Study is December 31, 2022.

1 Unless otherwise noted, the economic analysis includes the impacts of the Precious Metal Purchase Agreement with Wheaton Precious Metals Corp. (“WPM PMPA”) on the project cash flows.

2 The initial capital cost excludes the receipt of any deposits delivered under the WPM PMPA. However, such deposits are included in the economic analysis used to determine expected cash flows, which are used to calculate NPVs, IRRs and Payback Period.

3 Refer to “Non-IFRS Measures” section.

KEY RESULTS AND ASSUMPTIONS IN UPDATED 2023 FEASIBILITY STUDY

Key macro assumptions for the 2023 Feasibility Study are summarized and compared against the 2021 Feasibility Study below. Metal price assumptions were based on the lesser of the three-year trailing average and the spot price on December 31, 2022, rounded to nearest interval:

Key Assumptions	Units	2023 FS	2021 FS
Palladium Price	US$/oz	$1,800	$1,725
Copper Price	US$/lb	$3.70	$3.20
Platinum Price	US$/oz	$1,000	$1,000
Gold Price	US$/oz	$1,800	$1,400
Silver Price	US$/oz	$22.50	$20.00
Foreign Exchange(“FX”)	C$:US$	1.35	1.28
Diesel Price	$/litre	1.17	0.77
Electricity	$/kWhr	0.07	0.08

Production data for the revised LOM, which incorporates the revised Mineral Reserves (see “Summary of Mineral Reserves and Resources” section of this MD&A), updated mine plan and higher throughputs achievable with the Company’s SAG and Ball mills (see “Early Procurements – SAG and Ball Mills” section of this MD&A):

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Management’s Discussion and Analysis For the Year Ended December 31, 2023

Production Data	Units	2023 FS	2021 FS
Mine Life(operating)	years	12.5	12.8
Average Process Plant Throughput	tpd	27,700	25,200
Average Process Plant Throughput	Mt/year	10.1	9.2
Average MiningRate	tpd	115,000	110,000
Average MiningRate	Mt/year	42	40
Total Ore Mined	Mt	127	118
StripRatio	waste:ore	2.63	2.80
Palladium(payable)	k oz	2,122	1,905
Copper(payable)	M lbs	517	467
Platinum(payable)	k oz	485	537
Gold(payable)	k oz	158	151
Silver(payable)	k oz	3,156	2,823
LOM Palladium Equivalent Payable	PdEq. koz	3,613	3,195
Average Annual Palladium – Payable Metal	k oz	166	149
Average Annual Copper – Payable Metal	M lbs	41	36
Average Annual Platinum – Payable Metal	k oz	38	41
Average Annual Gold – Payable Metal	k oz	12	12
Average Annual Silver – Payable Metal	k oz	248	220

The revised capital costs have been updated to incorporate the impacts of inflation since the previously released 2021 Feasibility Study, in addition to the latest design and scope changes from the advancement in detailed engineering. The accuracy of the capital cost estimate for the 2023 Feasibility Study meets AACE Feasibility Study Class 3 guidelines and is within -15% to +20% (note: AACE classification: Low: -10% to -20% and High: +10% to +30%) of final project costs with contingency.

Capital Costs	Units	2023 FS	2021 FS
Initial Capital(a)	$M	1,112	888
Less:
Pre-commercialproduction revenue	$M	($156)	($171)
Leased equipment,net of leasepayments duringconstruction	$M	($58)	($53)
Initial Capital (Adjusted)(a)	$M	898	665
LOM SustainingCapital(a)	$M	424	423
Closure Costs	$M	72	66
(a)Refer to “Non-IFRS Measures” section

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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Operating costs have been updated to reflect the revised production plan, with all major cost drivers (labour, fuel, power, reagents and consumables, transport and smelter charges,) based on Q4 2022 pricing.

Operating Costs(Average LOM)	Units	2023 FS	2021 FS
Mining (a)	$/t mined	3.25	2.53
Mining	$/t milled	11.45	9.23
Processing	$/t milled	8.70	9.08
G&A(b)	$/t milled	2.67	2.48
Transport & RefiningCharges	$/t milled	4.13	2.80
Royalty	$/t milled	0.09	0.04
Total Operating Cost(d)	$/t milled	27.04	23.63
LOM Average Operating Costs	US$/oz PdEq	709	687
LOM Average AISC(c) (d)	US$/oz PdEq	813	809
(a)Including capitalized maintenance parts (b)Includes estimated costs associated with certain commitments to and agreements with Indigenous communities (c)AISC is calculated without the impact of the WPM PMPA (d)Refer to “Non-IFRS Measures” section

Operating Cost and AISC(LOM)	$ M	US$/oz PdEq
Mining	1,432	300
Process Plant	1,087	228
General$Administrative	334	70
Concentrate Transport Costs	230	48
Treatment & RefiningCharges	286	60
Royalties	12	2
Total Operating Costs(d)	3,381	709
Closure & Reclamation	72	15
SustainingCapital	424	89
All-in Sustaining Cost(AISC) (d)	3,878	813
(d)Refer to “Non-IFRS Measures” section

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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Capital Cost Summary

The Initial Capital cost considers a construction timeframe of approximately 24 months followed by commissioning and ramp-up to commercial production over a period of approximately six months. During the pre-commercial production, the costs and revenue associated with operations will be capitalized and are included in the capital costs.

Construction Indirect costs and General and Owner’s costs are related to the expenses other than direct equipment purchases and direct construction costs.

Sustaining Capital items include future equipment purchases and replacements for the mining fleet and other site support equipment, the progressive build of the tailings storage facility (“TSF”) over the LOM, and on and off-site infrastructure development to support the growth and contribute to operational improvements following initial construction.

The current capital cost estimate for the initial construction and the sustaining capital required during the LOM are shown in the table below. This estimate represents a 25% ($224 million) increase to the initial construction capex reported in the 2021 Feasibility Study. Within this increased capital cost, approximately 19% ($43 million) is due to scope changes, 71% ($160 million) is due to cost escalation and 10% ($22 million) with increased contingency.

Capital Costs(a) (b)	Initial($M)	Sustaining ($M)	Total($M)
Miningand Surface Equipment	117	130	247
Process Plant	345	3	348
Infrastructure	72	94	166
TSF,Water Management and Earthworks	95	198	293
General and Owner’s Costs	31	-	31
Construction Indirects	197	-	197
Pre-production,Start-upand Commissioning	159	-	159
Contingency(c)	97	-	97
Sub-Total	1,112	424	1,537
Equipment Financingadjustment	(58)	-	(58)
Pre-Production Revenue	(156)	-	(156)
Total Capital(adjusted)	898	424	1,322
Notes: (a) _Sums in the table may not total due to rounding. (b) Refer to “Non-IFRS Measures” section. (c) _Contingencyincluded atproject sub-categorybasis and totals approximately9.5%.

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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Economic Analysis

The economic analysis is carried out in real terms (i.e., without inflation factors) in Q4 2022 Canadian Dollars without any project financing but inclusive of the WPM PMPA, and anticipated financing of mobile equipment and closure bonding.

Financial Evaluation	Units	2023 FS	2021 FS
Pre-Tax Cash Flow(undiscounted)	$M	3,387	3,004
Pre-Tax NPV6%	$M	1,798	1,636
Pre-Tax IRR	%	31.9	38.6
Payback	Years	2.0	1.9
Net Cash Flow(undiscounted)	$M	2,285	2,060
After-Tax NPV6%	$M	1,164	1,068
After-Tax IRR	%	25.8	29.7
Payback	years	2.3	2.3

Sensitivities

The Project has significant leverage to palladium and copper prices. The after-tax valuation sensitivities for the key metrics are shown below.

Palladium Price US$/oz	1,400	1,600	1,700	1,800	1,900	2,000	2,200
NPV6%($M)	696	930	1,047	1,164	1,282	1,400	1,634
Payback(yrs)	3.3	2.9	2.5	2.3	2.2	2.0	1.9
IRR(%)	18.5	22.3	24.0	25.8	27.5	29.1	32.3

Copper Price US$/lb	2.50	3.00	3.50	3.70	3.90	4.50	5.00
NPV6% ($M)	836	972	1,109	1,164	1,219	1,386	1,522
Payback (yrs)	3.0	2.6	2.4	2.3	2.2	2.0	1.9
IRR (%)	21.1	23.1	25.0	25.8	26.5	28.7	30.4

After-Tax Results	OPEX Sensitivity	OPEX Sensitivity	OPEX Sensitivity	OPEX Sensitivity	OPEX Sensitivity
	+30%	+15%	0%	-15%	-30%
NPV 6% ($M)	1,031	1,085	1,164	1,274	1,411
Payback (yrs)	2.7	2.5	2.3	2.1	2.0
IRR (%)	23.4	24.4	25.8	27.4	29.2

After-Tax Results	CAPEX Sensitivity
	+30%	+15%	0%	-15%	-30%
NPV 6% ($M)	932	1,048	1,164	1,281	1,397
Payback (yrs)	3.3	3.0	2.3	1.9	1.3
IRR (%)	18.4	21.6	25.8	31.6	40.1

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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Sensitivities (continued)

Discount Rate Sensitivity	NPV (After-Tax)
(%)	($M)
0	2,285
5	1,303
6	1,164
8	925
10	731

Foreign Exchange Rate	NPV (After-Tax)
C$:US$	($M)
1.25	928
1.30	1,046
1.35	1,164
1.40	1,284
1.45	1,403

Fuel Price Sensitivity	NPV (After-Tax)	Power Price Sensitivity	NPV (After-Tax)
(C$/litre)	($M)	($/kWhr)	($M)
0.90	1,197	0.05	1,207
1.00	1,185	0.06	1,186
1.10	1,173	0.07	1,164
1.17	1,164	0.08	1,143
1.30	1,148	0.09	1,121
1.40	1,136	0.10	1,100

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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SUMMARY OF MINERAL RESERVES AND RESOURCES

Mineral Resources

The Mineral Resource Estimate below is for the combined Marathon, Geordie and Sally deposits. The Mineral Resource Estimates for Geordie and Sally were prepared by P&E. The Mineral Resource Estimate for Marathon was prepared by Gen Mining and reviewed by P&E.

Pit Constrained Combined Mineral Resource Estimate[a-j] for the Marathon, Geordie and Sally Deposits (Effective date December 31, 2022)

Mineral	Tonnes		Pd		Cu	Pt	Pt	Au	Au		Ag
Resource
	k	g/t	koz	%	M lbs	g/t	koz	g/t	koz	g/t	koz
Classification

Marathon Deposit
Measured	158,682	0.60	3,077	0.20	712	0.19	995	0.07	359	1.75	8,939
Indicated	29,905	0.43	412	0.19	124	0.14	136	0.06	59	1.64	1,575
Meas. + Ind.	188,587	0.58	3,489	0.20	836	0.19	1131	0.07	418	1.73	10,514
Inferred	1,662	0.37	20	0.16	6	0.14	7	0.07	4	1.25	67
Geordie Deposit
Indicated	17,268	0.56	312	0.35	133	0.04	20	0.05	25	2.4	1,351
Inferred	12,899	0.51	212	0.28	80	0.03	12	0.03	14	2.4	982
Sally Deposit
Indicated	24,801	0.35	278	0.17	93	0.2	160	0.07	56	0.7	567
Inferred	14,019	0.28	124	0.19	57	0.15	70	0.05	24	0.6	280
Total Project
Measured	158,682	0.60	3,077	0.20	712	0.19	995	0.07	359	1.75	8,939
Indicated	71,974	0.43	1,002	0.22	350	0.14	316	0.06	140	1.5	3,493
Meas. + Ind.	230,656	0.55	4,079	0.21	1,062	0.18	1,311	0.07	499	1.67	12,432
Inferred	28,580	0.39	356	0.23	143	0.1	89	0.04	42	1.45	1,329

Notes :

a. Mineral Resources were estimated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), CIM Standards on Mineral Resources and Reserves, Definitions (2014) and Best Practices Guidelines (2019) prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council.
b. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, marketing, or other relevant issues.
c. The Inferred Mineral Resource in this estimate has a lower level of confidence than that applied to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of the Inferred Mineral Resource could be upgraded to an Indicated Mineral Resource with continued exploration.
d. The Marathon Mineral Resource is reported within a constrained pit shell at a NSR cut-off value of $15/t.
e. Marathon NSR (C$t) = (Cu % x 88.72) + (Ag g/t x 0.47) + (Au g/t x 44.69) + (Pd g/t x 58.63) + (Pt g/t x 28.54) - 3.37.
f. The Marathon Mineral Resource estimate was based on metal prices of US$1,800/oz Pd, US$3.50/lb Cu, US$1,000/oz Pt, US$1,600/oz Au and US$20/oz Ag and an exchange rate of 1.30C$ to 1 US$.
g. The Sally and Geordie Mineral Resources are reported within a constraining pit shell at a NSR cut-off value of $13/t.
h. Sally and Geordie NSR (C$/t) = (Ag g/t x 0.48) + (Au g/t x 42.14) + (Cu % x 73.27) + (Pd g/t x 50.50) + (Pt g/t x 25.07) – 2.62. i. The Sally and Geordie Mineral Resource estimates were based on metal prices of. US$1,600/oz Pd, US$3.00/lb Cu, US$900/oz Pt, US$1,500/oz Au and US$18/oz Ag.
j. Contained metal totals may differ due to rounding.

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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Mineral Reserves

The Mineral Reserve estimate for the Project includes only the Marathon Deposit. The Mineral Reserve Estimate was prepared by GMS.

Marathon Project Open Pit Mineral Reserve Estimates[a-i] (Effective Date of December 31, 2022)

	Tonnes	Pd	Pd	Cu	Cu	Pt	Pt	Au	Au	Ag	Ag
Mineral Reserves	kt	g/t	koz	%	M lb	g/t	koz	g/t	koz	g/t	koz
Proven Probable	114,798	0.65	2,382	0.21	530	0.20	744	0.07	259	1.68	6,191
	12,863	0.47	193	0.20	55	0.15	61	0.06	26	1.53	635
P & P	127,662	0.63	2,575	0.21	586	0.20	806	0.07	285	1.66	6,825

Note :

a. Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards for Mineral Resources and Mineral Reserves (CIM (2014) definitions) were used for Mineral Reserve classification.
b. Mineral Reserve Estimate completed by Alexandre Dorval, P.Eng., of GMS, an independent QP, as defined by NI 43-101.
c. Mineral Reserves were estimated at a cut-off value $16.90 NSR/t of ore.
d. Mineral Reserves were estimated using the following long-term metal prices: Pd = US$1,500/oz, Pt = US$1,000/oz, Cu = US$3.50/lb, Au = US$1,600/oz and Ag = US$20/oz, and an exchange rate of 1.30C$ to 1 US$. The pit designs are based on a pit shell selected at a revenue factor of 0.74.
e. A minimum mining width of 5 m was used.
f. Bulk density of ore is variable and averages 3.1 t/m[3] .
g. The average strip ratio is 2.6:1.
h. The average mining dilution factor is 9%.
i. Numbers may not add due to rounding.

Qualified Persons

The 2023 Feasibility Study and referenced throughout this MD&A was prepared through the collaboration of the following consulting firms and Qualified Persons:

Consultant Company	Primary Area of	Qualified Persons
	Responsibility
G Mining Services Inc.	Overall integration, Mineral Reserve Estimate, mining methods, concentrate logistics, economic analysis, operating costs pertaining to mining and G&A	Carl Michaud, P.Eng. Alexandre Dorval, P.Eng.
JDS Energy and Mining, Inc.	Infrastructure, and power capital cost estimates, and project executionplanand schedule	Jean-Francois Maille, P.Eng.
Wood Canada Limited	Recovery methods, processing plant capital and operating cost	Ben Bissonnette, P.Eng. Joe Paventi, P.Eng. Sumit Nair,P.Eng.
Knight Piésold Ltd.	Tailings Storage Facility, water balance, geotechnical studies (mine rock storage piles, open pit and local infrastructure and foundations)	Craig N. Hall, P.Eng.
P&E Mining Consultants, Inc.	Property description and location, accessibility, history, geological setting and mineralization, deposit types, exploration, drilling, sample preparation and security, data verification, and Mineral Resource Estimates and adjacent properties	Eugene J. Puritch, P.Eng., FEC, CET Jarita Barry, P.Geo. Fred H. Brown, P.Geo. David Burga, P.Geo. William Stone, PhD, P.Geo.

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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RESULTS FROM OPERATIONS

The following tables set forth financial information for the Company which has been summarized from and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023, and 2022, including the notes thereto.

	Three months ended December 31,	Three months ended December 31,	Year ended	December 31,
Statements of Loss	2023	2022	2023	2022
Expenses
Property acquisition	$ -	$ -	$ -	$18,856,376
Environmental assessment and	537,741	1,478,872	3,372,224	7,017,620
community consultation
Project feasibility and engineering	2,515,963	5,629,074	8,749,441	16,366,727
Exploration and site costs	268,522	1,060,191	1,889,361	5,066,918
Other	285,823	-	853,380	259,740
Acquisition, evaluation and exploration	3,608,049	8,168,137	14,864,406	47,567,381
expenditures
Share-based compensation	167,048	173,049	1,082,240	1,257,837
Audit, legal and advisory fees	86,285	297,050	1,736,983	1,769,382
Management and corporate	-	426,502	917,860	2,727,145
administration services
Shareholder and investor	41,057	207,913	507,171	791,527
communicationscosts
Occupancy cost	23,773	27,820	111,318	108,978
Interest expense	70,401	125,545	381,248	235,511
Operatingloss	(3,996,613)	(9,426,016)	(19,601,226)	(54,457,761)
Fair value adjustment on	-	(162,000)	-	(1,242,000)
marketable securities
Fair value loss on financial liability	(3,164,074)	(1,216,232)	(1,345,008)	(784,093)
Gain on disposition of Davidson Property	2,830,000		2,830,000
Loss from investment in associate	(95,321)		(95,321)
Foreign exchange gain (loss)	12,772	(132)	13,002	(3,456)
Interest income	89,948	158,988	435,296	253,659
Net Loss	$(4,323,288)	$(10,645,392)	$(17,763,257)	$(56,233,651)
Net Lossper Share – Basic and diluted	$ (0.02)	$ (0.06)	$ (0.09)	$ (0.32)

Three Months Ended December 31, 2023, compared to 2022

The Company incurred a net loss of $4,323,288 or $0.02 per share for the three months December 31, 2023, compared to a net loss of $10,645,392 or $0.06 per share for the three months ended December 31, 2022. The decrease of expenditures is primarily related to the following:

Acquisition, evaluation and exploration expenses were $3,608,049 for the three months ended December 31, 2023, compared to $8,168,137 for the three months ended December 31, 2022. The decrease of $4,560,088 is primarily related to the following:
a decrease of $941,131 of environmental assessment and community consultation expenses which was primarily related to a decrease in permitting activity in 2023 resulting from the approval of the Environmental Assessment in November 2022,

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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a decrease of $3,113,111 in engineering costs due to the Company pausing, late in the first quarter of 2023, Engineering and Procurement Services pending increased visibility regarding the timing associated with the receipt of permits required for the commencement of construction and project financing combined with an increase of $1,900,177 resulting from the termination of the option to purchase the Hycroft Mills, and
a decrease in exploration and site costs of $791,669 as a result of a drill program being conducted during the quarter ending December 31, 2022.
Share-based compensation was $167,048 for the three months ended December 31, 2023, compared to $173,049 for the three months ended December 31, 2022. Share-based compensation is a noncash item and fluctuates period to period depending on the number of equity awards vested during the period.
Audit, legal and advisory fees were $86,285 for the three months ended December 31, 2023, compared to $297,050 for the three months ended December 31, 2022. The decrease of approximately $210,765 is the result of a decrease of project financing expenditures.
Management and corporate administration expenses were $nil in the three months ended December 31, 2023, compared to $426,502 for the three months ended December 31, 2022. The decrease is the result of a reversal of previously recorded executive bonuses of $300,000.
Shareholder and investor communications costs were $41,057 in the three months ended December 31, 2023, compared to $207,913 in the three months ended December 31, 2022. The decrease of approximately $166,856 is the result of a decrease of marketing expenditures.
Interest expense was $70,401 in the three months ended December 31, 2023, compared to $125,545 in the three months ended December 31, 2022. Interest expense results from the accretion of the company’s leases and right-of-use assets.
Fair value adjustment on marketable securities relate to the sale and/or period end fair value adjustments of marketable securities during the period. Additional information is outlined below under the section heading Marketable Securities.
Fair value gain and loss on the financial liability relate to the fair value adjustments of the financial liability associated with the stream arrangement. See Project Financing – Phase 1 Stream Financing section of this MD&A for further detail.
Gain on disposition of Davidson Property and loss from investment in associate relate to the sale of the Davidson Property to Moon River as per an asset purchase agreement.
Interest income results from interest earned on short term guaranteed investment certificates.

Year Ended December 31, 2023, compared to 2022

The Company incurred a net loss of $17,763,257 or $0.09 per share for the year ended December 31, 2023, compared to a net loss of $56,233,651 or $0.32 per share for the year ended December 31, 2022. The decrease of expenditures is primarily related to the following:

Acquisition, evaluation and exploration expenses were $14,864,406 for the year ended December 31, 2023, compared to $47,567,381 for the year ended December 31, 2022. The decrease of $32,702,975 is primarily related to the following:
a decrease of $18,856,376 associated with the acquisition of the remaining interest in the Marathon project in the prior period,

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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a decrease of $3,645,396 of environmental assessment and community consultation expenses which was primarily related to a decrease in permitting activity in 2023 resulting from the approval of the Environmental Assessment in November 2022,
a decrease of $7,617,286 in engineering costs due to the Company pausing, late in the first quarter of 2023, Engineering and Procurement Services pending increased visibility regarding the timing associated with the receipt of permits required for commencement of construction and project financing, combined with an increase of $1,900,177 resulting from the termination of the option to purchase the Hycroft Mills, and
a decrease in exploration and site costs of $3,177,557 as a result of a drill program being conducted during the year ending December 31, 2022.
Share-based compensation was $1,082,240 for the year ended December 31, 2023, compared to $1,257,837 for the year ended December 31, 2022. Share-based compensation is a non-cash item and fluctuates period to period depending on the number of equity awards vested during the period.
Audit, legal and advisory fees were $1,736,983 for the year ended December 31, 2023, compared to $1,769,382 for the year ended December 31, 2022. This is comparable and consistent between periods.
Management and corporate administration expenses were $917,860 in the year ended December 31, 2023, compared to $2,727,145 for the year ended December 31, 2022. The decrease of approximately $1,809,285 is the result of a reversal of previously recorded bonuses of $600,000.
Shareholder and investor communications costs were $507,171 in the year ended December 31, 2023, compared to $791,527 in the year ended December 31, 2022. The decrease of approximately $284,356 is the result of a decrease of marketing expenditures.
Interest expense was $381,248 in the year ended December 31, 2023, compared to $235,511 in the year ended December 31, 2022. Interest expense results from the accretion of the company’s leases and right-of-use assets.
Fair value adjustment on marketable securities relate to the sale and/or period end fair value adjustments of marketable securities during the period. Additional information is outlined below under the section heading Marketable Securities.
Fair value gain on the financial liability relate to the fair value adjustments of the financial liability associated with the stream arrangement. See Project Financing – Phase 1 Stream Financing section of this MD&A for further detail.
Gain on disposition of Davidson Property and loss from investment in associate relate to the sale of the Davidson Property to Moon River as per an asset purchase agreement.
Interest income results from interest earned on short term guaranteed investment certificates.

Acquisition, Evaluation and Exploration Expenditures

Below are the acquisition, evaluation and exploration expenditures for the year ended December 31, 2023, compared with the equivalent period in 2022.

		Year ended December 31,	Year ended December 31,
		2023	2022
Davidson	$	133,286	$135,266
Marathon		14,731,120	47,432,115
Total mineral property expenditures	$	14,864,406	$ 47,567,381

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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The following table displays the cumulative mineral property expenditures by project as at December 31, 2023 and 2022.

	Cumulative	Acquisition	Evaluation and	Cumulative
	December 31,		exploration	December 31,
	2022			2023
Darnley Bay	$576,941	$ -	$ -	$576,941
Davidson	715,018	133,286	-	848,304
Marathon	77,150,210	-	14,731,120	91,881,330
Total expenditures in theperiod	$78,442,169	$133,286	$14,731,120	93,306,575

	Cumulative	Acquisition	Evaluation and	Cumulative
	December 31,		exploration	December 31,
	2021			2022
Darnley Bay	$576,941	$ -	$ -	$576,941
Davidson	579,752	135,266	-	715,018
Marathon	29,718,094	18,949,720	28,482,396	77,150,210
Total expenditures in theperiod	$30,874,787	$19,084,986	$28,482,396	$78,442,169

Marketable Securities

As of December 31, 2023, the Company held 5,400,000 Major Precious Metals Shares (December 31, 2022 - 5,400,000) valued at nil (December 31, 2022 - nil). The fair value was determined using the market value on December 31, 2023 and December 31, 2022. The fair value adjustments resulted in a loss of $162,000 for the year ended December 31, 2023 (December 31, 2022 – loss of $1,242,000). During the year ended December 31, 2023 and 2022, the Company sold nil shares.

SUMMARY OF QUARTERLY RESULTS

Three Months Ended	Dec 31 2023	Sep 30 2023	Jun 30 2023	Mar 31 2023
Acquisition, exploration and evaluation	$ 3,608,049	$2,198,892	$3,077,666	$5,979,799
General and administration	221,516	758,180	1,492,223	1,193,953
Share-basedpayments	167,048	593,971	158,167	151,762
Operating loss	(3,996,613)	(3,551,043)	(4,728,056)	(7,325,514)
Fair value adjustment on marketable securities	-	-	-	-
Gain on disposition of property	2,830,000	-	-	-
Loss from investment in associate	(95,321)	-	-	-
Fair value on financial liability	(3,164,074)	1,677,595	(864,365)	1,005,835
Foreign exchange gain (loss)	12,772	(4,071)	2,228	1,333
Interest income	89,948	132,718	63,228	149,403
Net and comprehensive loss for theyear	$(4,323,288)	$(1,744,801)	$(5,526,225)	$(6,168,943)
Basic and diluted(loss)earningsper share	$(0.02)	$(0.01)	$(0.03)	$(0.03)
Weighted average number of common shares	206,930,191	183,517,408	183,365,509	181,517,408
outstanding

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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Three Months Ended	Dec 31 2022	Sep 30 2022	Jun 30 2022	Mar 31 2022
Acquisition, exploration and evaluation	$8,168,137	$8,554,818	$6,049,988	$24,794,438
General and administration	1,084,830	1,118,843	1,775,073	1,653,797
Share-basedpayments	173,049	338,517	391,518	354,753
Operatingloss	(9,426,016)	(10,012,178)	(8,216,579)	(26,802,988)
Fair value on financial liability	(1,216,232)	(406,099)	838,238
Fair value adjustment on marketable securities	(162,000)	(216,000)	(297,000)	(567,000)
Interest income	158,988	18,591	66,839	9,241
Net and comprehensive loss for theyear	(10,645,392)	(10,618,219)	$(7,609,293)	$(27,360,747)
Basic and diluted(loss)earningsper share	$(0.06)	$(0.06)	$(0.04)	$(0.16)
Weighted average number of common shares	180,377,514	180,186,476	179,917,408	171,462,569
outstanding

The Company’s operating losses are driven mainly by the extent and cost of the company’s acquisition, evaluation and exploration activities. The significant changes over the most recent eight completed quarters are outlined below.

Acquisition and evaluation expenditures ranged between approximately $5.9 million and $8.6 million during the first quarter of 2022 to the first quarter of 2023, net of $18.9 million associated with the acquisition of the remaining interest in the Marathon Project in the first quarter of 2022. Expenditures have decreased in the most recent three quarters due to a pause in Engineering and Procurement Services pending increased visibility regarding the timing associated with the receipt of permits required for the commencement of construction and project financing.
General and administrative expenses have been consistent over the six quarters ending June 30, 2023. During the two quarters ending December 31, 2023 expenses have declined to the reversal of executive bonuses.
Share-based payments are a non-cash item model and fluctuates period to period depending on the number of equity awards vested.
Fair value gain and loss on the financial liability relate to the fair value adjustments of the financial liability associated with the stream arrangement. See Project Financing – Phase 1 Stream Financing section of this MD&A for further detail.
Fair value adjustments on marketable securities relate to the sale and/or period end fair value adjustments of marketable securities during the period. Additional information is outlined below under the section heading Marketable Securities.

FINANCIAL POSITION

Assets

As at December 31, 2023, the Company had total assets of $20,222,774 (December 31, 2022 - $25,017,226) which consisted of current assets of $16,719,415 (December 31, 2022 - $20,716,943) and non-current assets of $3,503,359 (December 31, 2022 - $4,300,283).

Current assets as at December 31, 2023, consist primarily of cash and cash equivalents of $16,457,963 (December 31, 2022 - $18,766,791), accounts receivable of $124,890 (December 31, 2022 - $1,731,987) and prepaids of $136,562 (December 31, 2022 - $218,165). Cash is held in Canadian dollar denominated accounts and short term guaranteed investment certificates. Accounts receivable is mainly comprised of HST receivable.

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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Non-current assets as at December 31, 2023, consist of restricted cash held as security for the corporate office lease, land and buildings acquired through the acquisition of the Marathon Property, right of use assets, security deposits, and an investment in Moon River. Security deposits are related to the Hycroft Transformer and the Ministry of Mines closure plan.

Liabilities

As at December 31, 2023, the Company had total liabilities of $49,611,827 (December 31, 2022 - $49,114,842) which consisted of current liabilities of $4,792,818 (December 31, 2022 - $8,129,381) and long-term liabilities of $44,819,009 (December 31, 2022 - $40,985,461).

Current liabilities as at December 31, 2023, consist mainly of accounts payable and accrued liabilities of $1,946,506 (December 31, 2022 - $5,029,890) and short-term lease liability of $2,459,192 (December 31, 2022 - $3,099,491). Accounts payable relate to expenditures incurred to advance the Marathon Property. Short-term lease liability is related to leased assets which consist of the office lease, vehicles and the Valard Camp.

Long-term liabilities as at December 31, 2023, consist of a $44,819,009 (December 31, 2022 – $40,985,461) which consisted of precious metal purchase agreement with Wheaton Precious Metals Corp. of $44,731,750 (December 31, 2022 – $40,784,093) and long-term lease liability of $87,259 (December 31, 2022 - $201,368). The precious metals purchase agreement is further described under Project Financing – Phase 1 Stream Financing section of this MD&A. Long term lease liability is related to leased assets which consist of the office lease, vehicles and the Valard Camp.

LIQUIDITY

The Company relies on equity, metal streams and potentially debt or other structured financings to fund its acquisition, evaluation, and exploration activities, cover administrative expenses and to meet its obligations as they become due.

The Company is at an early stage of development and, as is common with many exploration and development companies, it relies on financings to fund its exploration, development and acquisition activities. The Company had a working capital surplus of $11,926,597 at December 31, 2023 (December 31, 2022 surplus - $12,587,562); had not yet achieved profitable operations; had accumulated losses of $114,588,541 at December 31, 2023; (December 31, 2022 - $96,825,284) and expects to incur further losses in the development of its business. The Company believes it has sufficient funds to meet its obligations and existing commitments for at least the next twelve months.

The Company's main source of liquidity is its cash. These funds are primarily used to finance working capital, exploration and evaluation expenditures, capital expenditures, and acquisitions. The Company manages its liquidity risk by regularly monitoring its cash flows from operating activities and holding adequate amounts of cash. Cash is held on deposit in guaranteed investment certificates with a major Canadian chartered bank. The Company has also made financial commitments which are outlined under Early Procurements elsewhere in this MD&A.

Cash used in operating activities during the year ended December 31, 2023, was $17,577,510 compared with $30,822,875 in the same period in 2022. The cash used in operations in both periods relate mainly to the acquisition, exploration and evaluation of the Marathon Property, and corresponding expenditures

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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in audit, legal and advisory fees, investor communications expenses and general and administrative expenses.

Cash provided by investing activities was $1,783,942 during the year ended December 31, 2023, compared to cash used in investing activities of $1,420,757 in the same period in 2022. Cash used in investing activities in the prior period consists of purchase of equipment related to the acquisition of the remaining interest in the Marathon Property, right of use asset additions and cash proceeds from the sale of the Davidson Property to Moon River Capital.

Cash generated from financing activities during the year ended December 31, 2023, amounted to $13,484,740, compared to $45,613,252 in the prior period. Financing activities during both periods consisted of proceeds from the exercise of common share purchase warrants and the exercise of stock options (See Outstanding Security Data section below for further details), and proceeds from the PMPA early deposits.

CAPITAL RESOURCES

The Company does not have any debt or credit facilities with financial institutions.

At present, the Company’s operations do not generate cash in-flows and its financial success is dependent on management’s ability to discover economically viable mineral deposits. The mineral exploration process can take many years and is subject to factors that are beyond the Company’s control. To finance the Company’s exploration programs, detailed engineering, environmental assessment and to cover administrative and overhead expenses, the Company raises money through equity, debt and metal streaming financings. Many factors influence the Company’s ability to raise funds, including the health of the resource market, the climate for mineral exploration investment, the Company’s track record, and the experience and caliber of its management. Actual funding requirements may vary from those planned due to a number of factors, including the progress of exploration and development activities.

Management believes it will be able to raise capital as required in the long term but recognizes there will be risks involved that may be beyond their control. If the Company is unable to raise sufficient financing, it may need to scale back its intended operational programs and its other expenses. Other than as discussed herein, the Company is not aware of any trends, demands, commitments, events or uncertainties that may result in its liquidity either materially increasing or decreasing at present or in the foreseeable future, other than general market conditions, which are uncertain for junior exploration companies. Material increases or decreases in the Company’s liquidity will be substantially determined by the success or failure of its exploration and development programs, as well as its continued ability to raise capital.

MARATHON PROPERTY ACQUISITION

On January 26, 2022, the Company completed the acquisition of Stillwater’s interest and currently owns a 100% interest in the Marathon Project. As a result of this transaction, Sibanye-Stillwater, a leading international precious metals mining company, with a diverse portfolio of operations in the United States and Southern Africa, held 32,813,127 common shares of the Company, representing approximately 17.9% of the Company’s issued and outstanding common shares as at December 31, 2023.

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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OTHER MINERAL PROPERTIES

In addition to the Marathon Property, the Company holds contractual rights related to the following mineral properties as of December 31, 2023:

Darnley Bay, Northwest Territories: The Company held the exclusive rights to a mineral concession covering the Inuvialuit Settlement Region’s lands where the Inuvialuit hold the mineral and surface rights and an exploration and development agreement with the Inuvialuit Regional Corporation (the “IRC”). On January 27, 2023, the Company sold its interest in the Darnley Bay mineral concession to Elton Resources (“Elton”) under an Asset Purchase Agreement (“APA”). As per the agreement, $150,000 was remitted by Elton to the IRC. The APA states that Elton is to complete a Going Public transaction by August 31, 2024 (formerly December 31, 2023, but extended by mutual agreement). Prior to the Going Public transaction, $4 million of Elton stock is to be issued to the Company and, upon completion of the Going Public transaction, $850,000 cash is to be paid to the Company. If Elton does not complete the transaction, the property interest is to revert back to the Company.

RELATED PARTY TRANSACTIONS

Key management includes the Company’s directors, officers and any employees with authority and responsibility for planning, directing, and controlling the activities of an entity, directly or indirectly. Compensation awarded to key management includes the following:

	Year ended December 31,	Year ended December 31,
	2023	2022
Salaries and bonuses	$ 2,033,350	$ 2,586,533
Share-based payments - options	221,771	542,601
Share-basedpayments - RSUs and DSUs	613,257	-
Total compensation to key	$ 2,868,378	$ 3,129,134
management

As at December 31, 2023, accrued compensation includes $37,493 (December 31, 2022 - $ 650,912) due to key management of the Company.

On November 15, 2023, the Company sold its rights and interests in the Davidson Property to Moon River. At the time of the transaction, Moon River had two directors in common with the Company.

OUTSTANDING SECURITY DATA

Common Shares

The following table summarizes the continuity of common shares for the year ended December 31, 2023, and as at March 28, 2024:

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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	Number of shares	$
Balance as at December 31, 2021	150,414,599	38,231,174
Issued for property acquisition(1)	21,759,332	19,289,426
Shares issued for exercise of warrants(2)	7,743,477	8,779,307
Shares issued for exercise of options	500,000	374,617
Balance as at December 31, 2022	180,417,408	66,674,524
Issued for public offering(3)	52,536,000	12,845,797
Shares issued for exercise of options	3,100,000	909,000
Balance as at December 31, 2023, and March 28, 2024	236,053,408	80,429,321

Warrants

The following table summarizes the continuity of warrants for the year ended December, 2023, and as at March 28, 2024:

	Number of warrants
Outstanding, December 31, 2021	8,870,251
Warrants exercised (2)	(7,743,477)
Warrants expired (2)	(1,126,774)
Outstanding, December 31, 2022	-
Warrants issued(3)	10,507,200
Outstanding, December 31, 2023, and March 28, 2024	10,507,200

(1) On January 26, 2022, the Company completed the acquisition of the remaining interest in the Marathon Project from Stillwater whereby the Company issued 21,759,332 common shares of the Company to Stillwater at $0.89 per common share, or total consideration $19,289,426, of which $18,822,582 was allocated to mineral property expenditures and $466,845 was allocated to land and buildings. The Company now holds 100% of the Marathon Project, and the joint venture agreement dated July 10, 2019 between Stillwater and Generation PGM has been terminated in accordance with its terms.
(2) The exercise and share issuance or expiry of warrants relate to financings completed on June 5, 2019, August 29, 2019, and February 13, 2020. Pursuant to a private placement completed on July 9, 2019, 2,000,040 finders options were issued which entitled the holder to purchase a unit at $0.28 consisting of one common share and one half warrant exercisable at $0.45 until July 9, 2021. The fair value of the finders options have an estimated grant date fair value of $488,655 which was estimated using the Black Scholes option pricing model and the following assumptions: Risk-free interest rate 1.64%, expected volatility using Company historical 193%, dividend yield nil, expected life 2 years
(3) On November 21, 2023, the Company closed a financing that consisted of 42,858,000 units (“Units”) in the capital of the Company at a price of $0.28 per Unit, and 9,678,000 flow-through units (“FT Units”) in the capital of the Company at a price of $0.32 per FT Unit for aggregate gross proceeds of $15,097,200 (“Offering”). The total share issue cost was $1,233,851 which included a 6% underwriting fee. The flow through share premium was $387,120. Each Unit and each FT Unit consisted of one common share in the capital of the Company and one-fifth of one common share purchase warrant of the Company. Each Warrant is exercisable to acquire one Common Share at a price of $0.50 for a period of 36 months from the closing date of the Offering, November 21, 2023. The fair value of the warrants have an estimated grant date fair value of $630,432 which was estimated using the Black Scholes option pricing model and the following assumptions: Risk-free interest rate 4.22%, expected volatility of 61.86%, dividend yield nil, expected life 3 years

Stock Options and other Equity Incentive Awards

On May 9, 2018, the Company adopted an incentive Stock Option Plan (the “Plan”). The Plan was amended in July 2020. The Company subsequently adopted an Omnibus Equity Incentive plan (the “Equity Plan”) on May 11, 2023, which received shareholder approval on June 28, 2023. With the approval of the Equity Plan, the Option Plan was terminated and all of the issued and outstanding stock options granted under the Option Plan are now governed by the Equity Plan.

Under the Equity Plan, the Company can issue stock options (“Options”), deferred share units (“DSUs”),

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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restricted share units (“RSUs”) and performance share units (“PSUs”, and collectively with Options, DSUs and PSUs, the “Awards”), as applicable, to directors, employees and consultants in accordance with the terms of the Equity Plan. The maximum number of Common Shares issuable under the Equity Plan will not exceed 10% of the issued and outstanding Common Shares from time to time. Limits have also been set in respect of the maximum number of Awards that may be issued to insiders at any time, as well as within any one-year period. The Equity Plan is a rolling plan, therefore, the number of shares that have been reserved for issuance under the Equity Plan will increase when the Company's issued and outstanding common shares increase. The Awards are non-assignable and non-transferable, except upon death.

The following table sets forth the continuity of outstanding stock options for the year ended December 31, 2023, and as at March 28, 2024:

	Number of options
Outstanding, December 31, 2021	14,750,000
Options granted	3,025,000
Options exercised	(500,000)
Options forfeited	(500,000)
Outstanding, December 31, 2022	16,775,000
Options granted	602,059
Options exercised	(3,100,000)
Options forfeited	(75,000)
Outstanding, December 31, 2023, and March 28, 2024	14,202,059

The fair value of options granted under the Plan is measured on the date of grant using the Black-Scholes pricing model and expensed to net income (loss) using the following inputs and assumptions at the measurement date:

Date	Number of Options	Exercise Price ($)	Market Price ($)	Expected Volatility (%)(1)	Risk-free Interest Rate (%)	Expected Life (yrs)/Divide nd Yield %	Fair Value of Options ($)	Vesting
18-Feb-22	900,000	0.85	0.85	97	1.57	3/0%	468,000	1/3rdvesting
12-Apr-22	975,000	0.99	0.99	92	2.39	3/0%	575,250	1/3rdvesting
21-Jun-22	200,000	0.80	0.61	86	3.34	3/0%	62,000	1/3rdvesting
19-Jul-22	550,000	0.52	0.54	84	3.26	3/0%	165,000	1/3rdvesting
02-Aug-22	400,000	0.64	0.66	84	3.00	3/0%	148,000	1/3rdvesting
05-Apr-23	602,059	0.58	0.57	64	3.32	3/0%	150,515	1/3rdvesting

(1) Based on the Company’s historical volatility.

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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As at December 31, 2023, stock options carry exercise prices and terms to maturity as follows:

Exercise Price	Options Granted	Options Exercisable	Expiry Date	Remaining Contractual
($)				Outstanding Life
				(years)
1.06	1,950,000	1,950,000	May 12, 2024	0.4
0.30	2,625,000	2,625,000	July 16, 2024	0.5
0.30	200,000	200,000	August 7, 2024	0.6
0.80	1,150,000	1,150,000	September 21, 2024	0.7
0.65	500,000	500,000	February 5, 2025	1.1
0.85	900,000	600,000	February 18, 2025	1.1
0.45	750,000	750,000	March 18, 2025	1.2
0.99	975,000	649,999	April 13, 2025	1.3
0.52	2,450,000	2,450,000	April 20, 2025	1.3
0.80	200,000	133,333	June 21, 2025	1.5
0.52	550,000	416,666	July 19, 2025	1.6
0.64	400,000	266,666	August 2, 2025	1.6
0.52	450,000	450,000	November 6, 2025	1.9
1.00	500,000	500,000	March 8, 2026	2.2
0.58	602,059	200,685	April 5,2026	2.3
0.65(1)	14,202,059	12,842,349		1.1(1)

(1) Weighted average

The stock-based compensation expense relating to stock options for the year ended December 31, 2023 was $468,983 (December 31, 2022 – $1,257,837).

On August 28, 2023, the Company granted Restricted Share Units (“RSUs”) to executives and granted Deferred Share Units (“DSUs”) to non-executive directors. The Company has granted a total 1,737,500 RSUs, which vest in equal 1/3 instalments over a three-year vesting term commencing on the first anniversary of the grant date. The Company has granted 1,250,200 DSUs. DSUs are effectively fully vested at the grant date and become payable after the holder ceases to serve as a director. The fair value of the RSUs and DSUs awarded to executives and non-executive directors is determined as of the date of grant and recognized as share-based compensation expense over the vesting period of the equity instruments with a corresponding increase to reserve for share based payments. The fair value of RSUs and DSUs is the market value of the underlying shares as of the date of grant.

The continuity of outstanding RSUs for the year ended December 31, 2023 is as follows:

		Weighted Average
	Number of RSUs	Grant Price
Outstanding, December 31, 2022	-	-
RSUsgranted	1,737,500	0.38
Outstanding, December 31, 2023	1,737,500	0.38

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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The continuity of outstanding DSUs for the year ended December 31, 2023 is as follows:

		Weighted Average
	Number of DSUs	Grant Price
Outstanding, December 31, 2022	-	-
DSUsgranted	1,250,200	0.38
Outstanding, December 31, 2023	1,250,200	0.38

The stock-based compensation expense relating to RSUs and DSUs for the year ended December 31, 2023 was $138,181 and $475,076, respectively (2022 – nil).

FINANCIAL RISK MANAGEMENT

The Company examines the various financial risks to which it is exposed and assesses the impact and likelihood of those risks. These risks include credit risk, liquidity risk, foreign currency risk, interest rate risk, other price risk and fair valuation risk, and are detailed in Note 4 of the Company’s audited consolidated financial statements for the year ended December 31, 2023.

Credit Risk

Credit risk is the financial risk of non-performance of a contracted counter party. The Company's credit risk is primarily attributable to cash and receivables. The Company reduces its credit risk by maintaining its cash with a Canadian chartered bank. The Company’s maximum exposure to credit risk as at December 31, 2023, is the carrying value of cash and receivables. The credit risk on receivables is deemed low as the majority is related to federal government refunds.

Liquidity Risk

Liquidity risk encompasses the risk that the Company cannot meet its financial obligations in full. The Company's main source of liquidity is its cash and marketable securities. These funds are primarily used to finance working capital, exploration and evaluation expenditures, capital expenditures, and acquisitions. The Company manages its liquidity risk by regularly monitoring its cash flows from operating activities and holding adequate amounts of cash. As at December 31, 2023, the Company has current assets of $16,719,415 (December 31, 2022 - $20,716,943) to cover current liabilities of $4,792,818 (December 31, 2022 - $8,129,381). The current assets include restricted cash, marketable securities, receivables, and prepaid expenses. The Company also manages liquidity risk on the basis of expected maturity dates. The following table analyzes financial liabilities by remaining contractual maturity (contractual and undiscounted cash flows).

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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	Undiscounted	Undiscounted	Undiscounted	Undiscounted	Accounts	payable and
	lease	liability –	lease liability –		accrued liabilities			Total
	base	contract	operating	costs
Less than 1 year	$	2,740,060	$	25,581	$	1,946,506	$	4,712,147
1-5 years		80,891		21,318		-		102,209
Balance at December 31, 2023	$	2,820,951	$	46,899	$	1,946,506	$	4,814,356

Foreign Currency Risk

Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of a change in foreign exchange rates. The Company has no significant exposure to foreign currency exchange risk as it has no significant transaction balances denominated in a foreign currency.

Interest Rate Risk

Interest rate risk is the risk borne by an interest-bearing asset or liability as a result of fluctuations in interest rates.

Other Price Risk

Other price risk is the risk that the value of financial instruments will fluctuate as a result of changes in market prices, whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment. The Company is exposed to fluctuations in market prices of its marketable securities in a quoted mining exploration company. The fair value of these financial instruments represents the maximum exposure to price risk.

Fair Value

The carrying value of cash, accounts payable and accrued liabilities are considered representative of their fair value due to their short-term nature. Marketable securities are recorded at fair value as of December 31, 2023, and classified as Level 1 in the fair value hierarchy as they are recorded at fair value by reference to market quoted prices.

Financial liability associated with the Company’s Precious Metal Purchase Agreement is recorded at fair value and classified as Level 3 in the fair value hierarchy as some of the inputs do not have an observable or corroborated market data. The fair value of the stream obligation is calculated using the risk-free interest rate derived from the Bank of Canada long term treasury rate, consensus metal prices, company specific credit spread based on various debt term sheets received and expected gold and platinum ounces to be delivered from the current life of mine plan for the Marathon Project.

OFF-BALANCE SHEET ARRANGEMENTS

As at December 31, 2023, the Company did not have any off-balance sheet items.

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 operation and therefore does not anticipate paying any dividends on its common shares in the foreseeable future.

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, and contingent liabilities at the date of the financial statements and reporting amounts of revenues and expenses during the reporting period. Estimates and assumptions are continually evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes may differ materially from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are generally recognized in the period in which the estimates are revised.

Our significant judgments, estimates and assumptions are disclosed in note 2 of the audited consolidated financial statements for the year ended December 31, 2023.

ACCOUNTING POLICIES AND BASIS OF PRESENTATION

The Company’s accounting policies are disclosed in note 3 of the Company’s audited consolidated financial statements for the year ended December 31, 2023.

NON-IFRS MEASURES

The Company has included certain non-IFRS financial measures in this MDA such as initial capital cost, cash operating costs and AISC per palladium equivalent ounce ("PdEq"), unit operating costs, and Free Cash Flow, which are not measures recognized under IFRS and do not have a standardized meaning prescribed by IFRS. For the reconciliation of cash costs and AISC, on both a per tonne and PdEq basis, please see the table set forth in the Capital and Operating Cost Summary set forth above. Non-IFRS measures do not have any standardized meaning prescribed under IFRS, and therefore, they may not be comparable to similar measures employed by other companies. The data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS. These measures do not have any standardized meaning prescribed under IFRS, and therefore may not be comparable to other issuers.

Initial Capital includes all costs incurred from the Effective Date (excluding historical sunk costs) until the point where commercial production is achieved, including expenses related to engineering, equipment purchases and installation, process plant and mine infrastructure construction, and any other costs associated with putting the Project into operations.
Initial Capital (Adjusted) includes all costs mentioned above in addition to adjustments for precommercial production revenue and equipment financing (net of payments, interest and fees incurred prior to commercial production).
Operating Costs include mining, processing, general and administrative and other, concentrate transportation costs, treatment and refining charges, and royalties. Costs related to the Wheaton PMPA are excluded.

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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AISC includes Operating Costs, closure and reclamation, and sustaining capital. For the full reconciliation of cash costs and AISC please see the Capital and Operating Cost Summary set out above.
LOM Average AISC includes LOM AISC divided by LOM PdEq.
LOM Average Operating Cost includes LOM Operating Costs divided by LOM PdEq.
Free Cash Flow includes total revenue less Operating Costs, working capital adjustments, equipment financing, initial capital, sustaining capital and closure costs.
Palladium Equivalent ounces uses the formula PdEq oz = Pd oz +( Cu lb x 3.7 US$/lb + Pt oz x US$1000/oz + Au oz x US$1800/oz + Ag oz x US$22.5/oz) / US$1800 Pd/oz The grades used are the average grades of the respective payable metals over the LOM.

RECENT ACCOUNTING PRONOUNCEMENTS

Future Accounting Changes

Certain new standards, interpretations, amendments, and improvements to existing standards were issued by the IASB or IFRS Interpretation Committee that are not yet effective for the relevant reporting periods. Updates that are not applicable or are not consequential to the Company have been excluded therefrom. The Company is in the process of evaluating the impact on its financial statements.

New Accounting Pronouncement

Classification of Liabilities as Current or Non-current (Amendments to IAS 1)

In January 2020, the IASB issued amendments to IAS 1, "Presentation of Financial Statements" to clarify that the classification of liabilities as current or non-current should be based on rights that are in existence at the end of the reporting period and is unaffected by expectations about whether or not an entity will exercise their right to defer settlement of a liability. The amendments further clarify requirements for classifying liabilities an entity will or may settle by issuing its own equity instruments. These amendments are effective for annual reporting periods beginning on or after January 1, 2023, with earlier application permitted. At its meeting on June 22/23, 2021, the Board tentatively decided to defer the effective date of the 2020 amendments to IAS 1 to no earlier than January 1, 2024. The adoption of these amendments is not expected to have a significant impact on the consolidated financial statements.

INTERNAL CONTROL OVER FINANCIAL REPORTING

The President and Chief Executive Officer and Chief Financial Officer of the Company are responsible for designing internal controls over financial reporting or causing them to be designed under their supervision in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company’s internal control framework was designed based on the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

There was no change in the Company’s internal controls over financial reporting that occurred during the year ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures have been designed to provide reasonable assurance that all relevant information required to be disclosed by the Company is accumulated and communicated to senior management as appropriate to allow timely decisions regarding required disclosure. The Company’s President and Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation of the design of the disclosure controls and procedures, that as of December 31, 2023, the Company’s disclosure controls, and procedures have been designed to provide reasonable assurance that material information is made known to them by others within the Company.

LIMITATIONS OF CONTROLS AND PROCEDURES

The Company’s management, including the Chief Executive Officer and President and Chief Financial Officer, believe that any internal controls over financial reporting and disclosure controls and procedures, no matter how well designed, can have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance that the objectives of the control system are met.

RISKS AND UNCERTAINTIES

The operations of the Company are speculative due to the high-risk nature of its business, which is the acquisition, financing, exploration and development of mining properties. The risk of financial resources has been further amplified by the COVID-19 pandemic which had a significant impact on global economies and financial markets resulting in supply chain delays, inflationary pressures and fluctuations in commodity prices. Should depressed market conditions continue, it may be difficult or impossible for the Company to obtain the required financing to complete its l objectives. Failure to obtain financing could result in delay or postponement of further development of the Company’s Marathon Project and other properties. These risk factors could materially affect the Company’s future operating results and could cause actual events to differ materially from those described in forward–looking information relating to the Company. Accordingly, any investment in securities of the Company is speculative and investors should not invest in securities of the Company unless they can afford to lose their entire investment.

The Company has no history of earnings, has earned no revenue since commencing operations and has no source of operating cash flow. As a result, the Company may be required to seek additional sources of debt and equity financing in the near future. Although the Company has been successful to date in financing its activities through the sale of equity securities and the Wheaton PMPA, there can be no assurance that the Company will be able to obtain adequate financing in the future or that the commercial terms of such financing will be favourable. To obtain such financing, the Company may sell additional securities including, but not limited to, the Company’s shares or some form of convertible security, the effect of which could result in substantial dilution to the equity interests of the Corporation’s shareholders. The Company may also sell a part of its interest in an asset in order to raise capital.

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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Based on the Company’s liquidity position as of the date of this MD&A, and in light of the Company’s currently anticipated short-term financial commitments, management estimates that it will need additional financing to meet its current and future financial obligations in the near future. The Company is actively seeking such additional financing and is exploring other alternatives to support its short-term liquidity requirements, such as the deferral of payments for certain financial commitments, in order to continue advancing permitting and financing of the Marathon Project. However, there is no assurance that such financing or deferrals can be obtained in the limited time period required and in the quantum needed. There can be no certainty as to the ability of the Company to raise sufficient additional financing in order to continue to operate, and accordingly, there is a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

International conflicts and other geopolitical tensions and events, including war, military action, terrorism, trade disputes and international responses thereto have historically led to, and may in the future lead to, uncertainty or volatility in global commodity and financial markets and supply chains. Russia’s invasion of Ukraine in February 2022 has led to sanctions being levied against Russia by the international community and may result in additional sanctions or other international action, any of which may have a destabilizing effect on commodity prices, supply chains and global economies more broadly. In October 2023, Israel and Hamas, the terrorist organization and current ruling political party in the Gaza Strip, engaged in a series of violent exchanges, primarily in southern Israel and the Gaza Strip. This has resulted in a significant increase in tension in the region and may have far reaching effects on the global economy. Volatility in commodity prices and supply chain disruptions may adversely affect the Corporation’s business, financial condition and results of operations. The extent and duration of the current conflicts in the Ukraine and Israel and related international action cannot be accurately predicted at this time and the effects of such conflict may magnify the impact of the other risks identified in this short form prospectus, including those relating to commodity price volatility and global financial conditions. The outcome of these conflicts is uncertain, and these conflicts may escalate and may result in escalated tensions within and outside of Eastern Europe and the Middle East, respectively. This could result in significant disruption of supplies of oil and natural gas from the region and could cause a significant worldwide supply shortage of oil and natural gas and have a significant impact on worldwide prices of oil and natural gas. A lack of supply of energy and high prices of oil and natural gas could have a significant adverse impact on the world economy. The situation is rapidly changing and unforeseeable impacts, including on the Corporation’s shareholders and counterparties on which the Corporation relies and transacts with, may materialize and may have an adverse effect on the Corporation’s operations and trading price of the Common Shares.

In recent years, global financial markets have been characterized by extreme volatility impacting many industries, including the mining industry. Global financial conditions remain subject to sudden and rapid destabilizations in response to future economic shocks, as government authorities may have limited resources to respond to future crises. A sudden or prolonged slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect the Corporation’s growth and profitability. Future economic shocks may be precipitated by a number of causes, including, but not limited to, material changes in the price of oil and other commodities, the volatility of metal prices, governmental policies, geopolitical instability, war, terrorism, the devaluation and volatility of global stock markets and natural disasters. Any sudden or rapid destabilization of global economic conditions could impact the Corporation’s ability to obtain equity or debt financing in the future on terms favorable to the Corporation or at all. In such an event, the Corporation’s operations and financial condition could be adversely impacted.

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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For a comprehensive discussion of the risks faced by the Company please refer to the section entitled “Risk Factors” in the Company’s AIF for the year ended December 31, 2023 and the following section entitled “Cautionary Note Regarding Forward Looking Information”.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). Forward-looking statements reflect current expectations or beliefs regarding future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates”, “targets” or “believes”, or variations of, or the negatives of, such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, including statements relating to the Company’s Feasibility Study and results therefrom (including NPV, IRR, capital and operating costs and other financial metrics), Mineral Resource and Mineral Reserve potential, exploration and development plans, or the timing of milestones, including public hearings, government approvals, receipt of permits, completion of definitive financing documentation and closing of the senior secured facility, for advancing construction of the Marathon Project. All forward-looking statements, including those herein, are qualified by this cautionary statement.

Although the Company believes that the expectations expressed in such statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the statements. There are certain factors that could cause actual results to differ materially from those in the forward-looking information. These include commodity price volatility, continued availability of capital and financing within the timing required by the Company and on terms acceptable to the Company, uncertainties involved in interpreting geological data, increases in capital and operating costs, timing for the receipt of regulatory and governmental approvals, procurement delays and supply chain disruptions, interest rate and currency risks, environmental compliance and changes in environmental legislation and regulation, the Company’s relationships with First Nations communities, exploration successes, and general economic, market or business conditions, as well as those risk factors set out in the Company’s AIF for the year ended December 31, 2023, the Technical Report dated March 31, 2023 and in the continuous disclosure documents filed by the Company on SEDAR+ at www.sedarplus.ca. Readers are cautioned that the risk factors and related uncertainties in the Company’s Annual Information Form and Annual Management Discussion and Analysis for the year ended December 31, 2023, are not exhaustive of the factors that may affect forward- looking statements. Accordingly, readers should not place undue reliance on forward-looking statements.

The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date or dates specified in such statements.

Forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions relating to: the availability of financing for the Company’s operations; operating and capital costs; results of operations; the mine development and production schedule and related costs; the supply and demand for, and the level and volatility of commodity prices;

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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timing of the receipt of regulatory and governmental approvals for development projects and other operations; the accuracy of Mineral Reserve and Mineral Resource Estimates, production estimates and capital and operating cost estimates; and general business and economic conditions.

Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking information. For more information on the Company, investors are encouraged to review the Company’s public filings on SEDAR+ at www.sedarplus.ca. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

INFORMATION CONCERNING ESTIMATES OF MINERAL RESERVES AND RESOURCES

The Mineral Reserve and Mineral Resource estimates in this MD&A have been disclosed in accordance with NI 43-101, which differs from the requirements of the U.S. Securities and Exchange Commission (the “SEC”), and information with respect to mineralization and Mineral Reserves and Mineral Resources contained herein may not be comparable to similar information disclosed by U.S. companies. The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). These amendments became effective February 25, 2019 (the “SEC Modernization Rules”) with compliance required for the first fiscal year beginning on or after January 1, 2021. Under the SEC Modernization Rules, the historical property disclosure requirements for mining registrants included in Industry Guide 7 under the U.S. Securities Act of 1933, as amended, will be rescinded and replaced with disclosure requirements in subpart 1300 of SEC Regulation S-K. As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of “Measured Mineral Resources”, “Indicated Mineral Resources” and “Inferred Mineral Resources.” In addition, the SEC has amended its definitions of “Proven Mineral Reserves” and “Probable Mineral Reserves” to be “substantially similar” to the corresponding standards under NI 43101. While the SEC will now recognize “Measured Mineral Resources”, “Indicated Mineral Resources” and “Inferred Mineral Resources”, U.S. investors should not assume that any part or all of the mineralization in these categories will ever be converted into a higher category of Mineral Resources or into Mineral Reserves. Mineralization described using these terms has a greater amount of uncertainty as to its existence and feasibility than mineralization that has been characterized as reserves. Accordingly, U.S. investors are cautioned not to assume that any Measured Mineral Resources, Indicated Mineral Resources, or Inferred Mineral Resources that the Company reports are or will be economically or legally mineable. Further, “Inferred Mineral Resources” have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, U.S. investors are also cautioned not to assume that all or any part of the “Inferred Mineral Resources” exist. There is no assurance that any Mineral Reserves or Mineral Resources that the Company may report as “Proven Mineral Reserves”, “Probable Mineral Reserves”, “Measured Mineral Resources”, “Indicated Mineral Resources” and “Inferred Mineral Resources” under NI 43-101 would be the same had the Company prepared the Reserve or Resource Estimates under the standards adopted under the SEC Modernization Rules.

Management’s Discussion and Analysis For the Year Ended December 31, 2023

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Mineral Resources are not Mineral Reserves, and do not have demonstrated economic viability, but do have reasonable prospects for economic extraction. Measured and Indicated Mineral Resources are sufficiently well defined to allow geological and grade continuity to be reasonably assumed and permit the application of technical and economic parameters in assessing the economic viability of the Mineral Resource. Inferred Mineral Resources are estimated on limited information not sufficient to verify geological and grade continuity or to allow technical and economic parameters to be applied. Inferred Mineral Resources are too speculative geologically to have economic considerations applied to them to enable them to be categorized as Mineral Reserves. There is no certainty that Mineral Resources of any classification can be upgraded to Mineral Reserves through continued exploration.

The Company’s Mineral Reserve and Mineral Resource figures are estimates and the Company can provide no assurances that the indicated levels of mineral will be produced or that the Company will receive the price assumed in determining its Mineral Reserves. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. While the Company believes that these Mineral Reserve and Mineral Resource Estimates are well established and the best estimates of the Company’s management, by their nature Mineral Reserve and Mineral Resource Estimates are imprecise a depend, to a certain extent, upon analysis of drilling results and statistical inferences which may ultimately prove unreliable. If the Company’s Mineral Reserve or Mineral Reserve Estimates are inaccurate or are reduced in the future, this could have an adverse impact on the Company’s future cash flows, earnings, results or operations and financial condition.

The Company estimates the future mine life of the Marathon Project. The Company can give no assurance that its mine life estimate will be achieved. Failure to achieve this estimate could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

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Generation Mining Limited — Management Reports 2024

47559_rns_2024-03-28_d0fa60b6-a59a-4568-8afa-1b50f6e11aee.pdf

CONTENTS

BUSINESS OVERVIEW

2023 FOURTH QUARTER AND ANNUAL HIGHLIGHTS

OUTLOOK

CORPORATE, PROJECT AND EXPLORATION UPDATES

Detailed Engineering

Early Procurements

Grinding Mills, Power Transformer and Sub-Station

Construction Camp

Environment, Permitting and Community

Environmental Approvals

Community Update

Project Financing

Stream Financing

Senior Secured Facility

Summary

Investments in Associate

2023 UPDATED FEASIBILITY STUDY - MARATHON PROJECT

Highlights:

KEY RESULTS AND ASSUMPTIONS IN UPDATED 2023 FEASIBILITY STUDY

Management’s Discussion and Analysis For the Year Ended December 31, 2023

Capital Cost Summary

Economic Analysis

Sensitivities

Sensitivities (continued)

SUMMARY OF MINERAL RESERVES AND RESOURCES

Mineral Resources

Pit Constrained Combined Mineral Resource Estimate[a-j] for the Marathon, Geordie and Sally Deposits (Effective date December 31, 2022)

Mineral Reserves

Marathon Project Open Pit Mineral Reserve Estimates[a-i] (Effective Date of December 31, 2022)

Qualified Persons

RESULTS FROM OPERATIONS

Three Months Ended December 31, 2023, compared to 2022

Year Ended December 31, 2023, compared to 2022

Acquisition, Evaluation and Exploration Expenditures

Marketable Securities

SUMMARY OF QUARTERLY RESULTS

FINANCIAL POSITION

Assets

Liabilities

LIQUIDITY

CAPITAL RESOURCES

MARATHON PROPERTY ACQUISITION

OTHER MINERAL PROPERTIES

RELATED PARTY TRANSACTIONS

OUTSTANDING SECURITY DATA

Common Shares

Warrants

Stock Options and other Equity Incentive Awards

FINANCIAL RISK MANAGEMENT

Credit Risk

Liquidity Risk

Foreign Currency Risk

Interest Rate Risk

Other Price Risk

Fair Value

OFF-BALANCE SHEET ARRANGEMENTS

DIVIDENDS

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

ACCOUNTING POLICIES AND BASIS OF PRESENTATION

NON-IFRS MEASURES

RECENT ACCOUNTING PRONOUNCEMENTS

Future Accounting Changes

New Accounting Pronouncement

Classification of Liabilities as Current or Non-current (Amendments to IAS 1)

INTERNAL CONTROL OVER FINANCIAL REPORTING

DISCLOSURE CONTROLS AND PROCEDURES

LIMITATIONS OF CONTROLS AND PROCEDURES

RISKS AND UNCERTAINTIES

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

INFORMATION CONCERNING ESTIMATES OF MINERAL RESERVES AND RESOURCES

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Generation Mining Limited Management Reports 2024